PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS,
THE COMPLIANCE OF THE SHARES, THE GROUP ENTITIES AND THE PROPERTY WITH
GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE SPRING LEASE, THE
DECLARATION OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF ASSIGNOR TO
ASSIGNEE, OR ANY OTHER MATTER OR THING REGARDING THE SHARES, THE GROUP ENTITIES
AND THE PROPERTY. ASSIGNEE ACKNOWLEDGES AND AGREES THAT UPON CLOSING UNDER THE
PURCHASE CONTRACT, THE SHARES AND THE PROPERTY SHALL BE "AS IS", "WHERE IS",
WITH "ALL FAULTS". OTHER THAN AS EXPRESSLY SET FORTH HEREIN, ASSIGNEE HAS NOT
RELIED AND WILL NOT RELY ON, AND ASSIGNOR IS NOT LIABLE FOR OR BOUND BY, ANY
EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE SHARES, THE GROUP ENTITIES OR THE PROPERTY OR
RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY
INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED
BY ASSIGNOR OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO
REPRESENT ASSIGNOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR
IN WRITING. SUBJECT TO THE PROVISIONS OF SECTIONS 4(a) AND (b) ABOVE, ASSIGNEE
REPRESENTS TO ASSIGNOR THAT ASSIGNEE HAS CONDUCTED SUCH INVESTIGATIONS OF THE
SHARES, THE GROUP ENTITIES AND THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS ASSIGNEE DEEMS NECESSARY TO
SATISFY ITSELF AS TO THE CONDITION OF THE SHARES, THE GROUP ENTITIES AND THE
PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN 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 ASSIGNOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. UPON
CLOSING, ASSIGNEE SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT
LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL
CONDITIONS, MAY NOT HAVE BEEN REVEALED BY ASSIGNEE'S INVESTIGATIONS, AND
ASSIGNEE, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED AS
AGAINST ASSIGNOR (AND ASSIGNOR'S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS,
PRINCIPALS, EMPLOYEES AND AGENTS) ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION
(INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND
EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR
CHARACTER, KNOWN OR UNKNOWN, WHICH ASSIGNEE MIGHT HAVE ASSERTED OR ALLEGED
AGAINST ASSIGNOR (AND ASSIGNOR'S OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS,
PRINCIPALS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY
LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY
APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL, ZONING OR
BUILDING LAWS) OR UNDER THE DECLARATION AND ANY AND ALL OTHER ACTS, OMISSIONS,
EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE SHARES, THE GROUP ENTITIES OR THE
PROPERTY.
6
5.
Adjustments: Transfer Taxes.
All adjustments and apportionments, if any, shall be made by Assignee at Closing
directly with Seller pursuant to the terms of the Purchase Contract, with
Assignee responsible for all adjustments in favor of Seller thereunder, and
entitled to the benefit of all adjustments