SEC Filings

AMAZON COM INC filed this Form 10-K on 01/30/2013
Entire Document



4.1 Purchaser’s Due Diligence. Seller has made available (at reasonable times and places or by providing Purchaser access to an online database) for Purchaser’s review Seller’s files relating to the Property, including, without limitation, maintenance records, environmental reports, records of income, taxes and expenses, Leases, Licenses, tenant files, Contracts, records of repairs and capital improvements, in all cases as available, but expressly excluding all documents and materials of a privileged or proprietary nature, such as internal valuation analysis, projections, software, marketing materials, and materials constituting the work product of Seller or its agents and attorneys (collectively, the “Property Information”).

4.1.1 Due Diligence Completed. Purchaser completed its due diligence prior to the Effective Date and acknowledges that it has had the opportunity to perform a feasibility study of the Property, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, structural and engineering investigations, auditing of books and records of the Property, and financial analyses. Purchaser’s affiliate is the sole office Tenant of the Property pursuant to that certain Lease Agreement between Seller and Amazon Corporate LLC dated December 21, 2007 (as amended, the “Amazon Lease”) and has had full access to the Property. Purchaser shall continue to have access to the Property for purposes of conducting inspections through Closing and Seller shall cooperate in facilitating such access to any portions of the Property not open and available to Purchaser. Purchaser acknowledges that the Deposit is nonrefundable except as provided under this Agreement and that Purchaser shall be obligated to complete Closing under this Agreement, subject to the terms and conditions of this Agreement.

4.2 As Is, Where Is.

4.2.1 Express Representations. Except as provided in the express representations and warranties of Seller set forth in Sections 5.1 and 11.1 of this Agreement and except as may be expressly set forth in the documents executed and delivered by Seller at Closing, and subject to the limitations of time and money set forth in Sections 5.4 and 10.2 herein (collectively, the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any covenant, representation, or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such covenants, representations, and warranties are hereby disclaimed.

4.2.2 Disclaimed Matters. Without limiting the generality of the foregoing, other than the Express Representations, Seller makes, and shall make, no express or implied warranty as to matters of zoning, acreage, building square footage, tax consequences or revenue or expense projections related to the Property, physical or environmental condition (including, without limitation, laws, rules, regulations, orders, and requirements pertaining to the use, handling, generation, treatment, release, storage, or disposal of any toxic or hazardous waste or toxic or hazardous or regulated substance), valuation or investment potential, governmental approvals, governmental regulations, or any other matter or attribute relating to or affecting the Property (collectively, the “Disclaimed Matters”).