(n)
That neither Seller nor any of its affiliates as described in
Sections 414(b), (c) and (m) of the IRS Code ("Affiliates") has incurred any
liability which could subject Purchaser or any asset to be acquired by Purchaser
pursuant to this Agreement to any lien or material liability under Section
302(f), 4062, 4063, 4064, 4201 or 4301(b) of the Employee Retirement Income
Security Act of 1974, as amended, or Section 401(a)(29) or 412 of the Code.
(o)
That, to Seller's knowledge, the Greenwich Mortgage is in good
standing and without defect or default thereunder, and is fully paid to the last
applicable due date.
(p)
Seller's "knowledge", "receipt of by Seller" and similar phrases
as used in this Article VI mean and refer to the actual knowledge of: (i) Tom
Rumptz and (ii) Terri Springstead, and shall not include the knowledge of any
other person or entity.
Seller represents and warrants that the aforesaid
persons comprise those representatives of Seller best situated to have knowledge
of the subject matter of Seller's warranties as set forth in this Article 12.
12.3.
Acknowledgment and disclaimer.
IT IS ACKNOWLEDGED THAT PURCHASER
HAS HAD OR SHALL HEREAFTER HAVE AMPLE OPPORTUNITY TO INVESTIGATE ALL ASPECTS OF
THE PROPERTY AND TO OBTAIN KNOWLEDGE OF ALL ATTRIBUTES CONCERNING SUCH
PROPERTY.
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH
IN THIS SECTION 12, THE PROPERTY SHALL BE CONVEYED TO PURCHASER ON AN "AS-IS,
WHERE-IS" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, EITHER ORAL OR WRITTEN, MADE BY SELLER OR ANY AGENT OR
REPRESENTATIVE OF SELLER WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT
LIMITATION, WITH RESPECT TO THE PHYSICAL OR STRUCTURAL CONDITION OF THE
PROPERTY, THE PROPERTY'S COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT, OR
WITH RESPECT TO THE EXISTENCE OR ABSENCE OF TOXIC OR HAZARDOUS MATERIALS,
SUBSTANCES OR WASTES, ASBESTOS OR ASBESTOS CONTAINING MATERIALS, OR STORAGE
TANKS IN, ON, UNDER, ABOUT OR AFFECTING THE PROPERTY AND THAT SELLER HAS MADE
AND HEREBY MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER AND HEREBY DISCLAIMS
ANY IMPLIED WARRANTY REGARDING THE FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR
MERCHANTABILITY OF THE LAND, THE IMPROVEMENTS, THE PERSONAL PROPERTY OR
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ANY PORTION THEREOF.
PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT (A)
PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION; (B) PURCHASER
IS REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE SALE CONTEMPLATED BY THIS
AGREEMENT; (C) PURCHASER IS KNOWLEDGEABLE AND EXPERIENCED IN THE PURCHASE,
OWNERSHIP AND SALE OF COMMERCIAL REAL ESTATE AND IS FULLY ABLE TO EVALUATE THE
MERITS AND RISKS OF THIS TRANSACTION; AND (D) PURCHASER HAS CONDUCTED (OR WILL
HEREAFTER CONDUCT) OR HAD THE OPPORTUNITY TO CONDUCT (OR
WILL HEREAFTER HAVE
THE OPPORTUNITY TO CONDUCT) ITS OWN INSPECTION AND INVESTIGATION OF THE
PROPERTY.
12.4
Indemnity.
Subject to Section 17.3, Seller shall indemnify, defend
and hold Purchaser harmless from and against any and all material loss, cost,
liability or expense suffered by any of them as a result of a breach of any of