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kind or nature whatsoever. 11. BUYER1S REPRESENTATION AND WARRANTIES. (a) Good Standina. Buyer hereby represents and warrants to Seller that at the date of execution hereof and at and as of the Closing Date, Buyer is a charter city (i) validly existing and in good standing under the laws of the state of its incorporation and the State of California; and (ii) duly authorized, qualified and licensed under any and all laws, ordinances, rules, and regulations and requirements of all governmental authorities to do all things required of it under or in connection with this Agreement. This Agreement and all agreements, instruments and documents herein provided to be executed or to be caused to be executed by Buyer are duly executed and binding on Buyer. Each individual executing this Agreement on behalf of Buyer represents and warrants that he or she is duly authorized to execute and deliver this Agreement on Buyers behalf. (b) OFAC. Buyer and all persons and entities owning (directly or indirectly) an ownership interest in Buyer: (i) are not, and shall not become, a person or entity with whom Seller is restricted from doing business with under regulations of OFAC (including, but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, 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; (ii) are not knowingly engaged in, and shall not engage in, any dealings or transaction or be otherwise associated with such persons or entities described in (i) above; and (iii) are not, and shall not become, a person or entity whose activities are regulated by the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder. 12. PURCHASE OF PROPERTY "AS IS": LIMITATION ON SELLER'S LIABILITY. (a) Upon entering into this Agreement, Buyer represents and warrants that it has performed or will perform a full range of investigations and inspections of the Property, and will or has satisfied itself as to the condition of the Property and its suitability for the purposes intended by Buyer. Buyer acknowledges and agrees that Seller has made no representations or warranties with respect to the toxic or hazardous materials or other condition of the Property whatsoever. Buyer's purchase of the Property is liAS IS" in its present state and condition, including, without limitation, as to toxic or hazardous materials, and that any and all improvements and utilities required within the perimeter of the Property and any and all improvements, utilities, and utility extensions outside the perimeter of the Property required to serve the Property, and all costs and expenses thereof, shall be the sole responsibility of Buyer. (b) Without limiting the generality of the foregoing and notwithstanding anything to the contrary set forth in this Agreement, Buyer hereby expressly waives arid Page 8 of 16 C:\Oocuments and Settings\Oell Optiplex GX520\My Documents\PurchaseAgnt7.8.09redline\PurchaseAgmt.doc