Buyer are not prohibited by, and
will not conflict with, constitute grounds for termination of, or result in the
breach of any agreement or instrument to which Buyer is now a party or by which
it is bound, or any order, rule or regulation of any court or other governmental
agency or official.
(d) OFAC. Buyer is not, nor will it become, a person or entity with whom U.S.
persons or entities are restricted from doing business under regulations of the
Office of Foreign Asset Control of the Department of the Treasury (including
those named on OFAC's Specially Designated and Blocked Persons List) or under
any statute, executive order (including the September 24, 2001, Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism), or other governmental action.
(e) AS-IS.
(i) BUYER AGREES THAT BUYER IS PURCHASING THE PROPERTY ON AN "AS IS, WHERE IS"
BASIS AND, EXCEPT FOR THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES BY
SELLER IN THIS AGREEMENT, (A) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED, EITHER ORAL OR WRITTEN, WITH RESPECT TO THE
PHYSICAL OR STRUCTURAL CONDITION OF THE PROPERTY, FINANCIAL PROJECTIONS, THE
FINANCIAL CONDITION AND/OR VIABILITY OF ANY TENANT, THE PROPERTY'S COMPLIANCE
WITH THE AMERICANS WITH DISABILITIES ACT, WITH RESPECT TO THE EXISTENCE OR
ABSENCE OF TOXIC OR HAZARDOUS MATERIALS, SUBSTANCES OR WASTES IN, ON, UNDER OR
AFFECTING THE PROPERTY OR ANY INFORMATION SUPPLIED BY OR SECURED FROM PUBLIC
AGENCIES OR GOVERNMENT SOURCES; (B) SELLER HAS NOT MADE AND HEREBY MAKES NO
WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE FITNESS FOR PARTICULAR
PURPOSE, QUALITY OR MERCHANTABILITY OF THE PROPERTY OR ANY PORTION THEREOF; AND
(C) SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY WARRANTIES, EITHER
EXPRESSED OR IMPLIED, GUARANTEES, PROMISES, STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY MADE OR FURNISHED BY ANY REAL ESTATE
AGENT, BROKER, EMPLOYEE, SERVANT OR OTHER PERSON REPRESENTING OR PURPORTING TO
REPRESENT SELLER.
(ii) BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO
ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS-IS."
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(iii) BUYER REPRESENTS TO SELLER THAT BUYER IS A SOPHISTICATED BUYER OF REAL
ESTATE AND HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS
OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS
TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE
ACTION TO BE TAKEN, IF ANY, WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON
OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY
INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH
RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF
SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, BUYER SHALL
ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S