ASSERT OR ALLEGE AGAINST SELLER (AND
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SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY
REASON OF OR ARISING OUT OF ANY LATENT OR PATENT PHYSICAL CONDITIONS, VIOLATIONS
OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS)
AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS
REGARDING THE PROPERTY OR THE CONDITION THEREOF. EXCEPT AS OTHERWISE EXPRESSLY
SET FORTH IN THIS AGREEMENT OR IN SELLER'S CLOSING CERTIFICATE OR ANY OTHER
DOCUMENTS DELIVERED BY SELLER IN CONJUNCTION WITH THE CLOSING, PURCHASER AGREES
THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER
ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING,
SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL BE THE SOLE RESPONSIBILITY OF, AND
SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF, PURCHASER. AS USED IN THIS
SECTION 8.1, THE TERM PURCHASER SHALL MEAN AND INCLUDE THE NAMED PURCHASER IN
THIS AGREEMENT, ITS SUCCESSORS AND ASSIGNS, WHETHER BY OPERATION OF LAW,
TRANSFER OR OTHERWISE (INCLUDING ITS SUCCESSORS-IN-INTEREST IN AND TO THIS
AGREEMENT AND/OR TO THE PROPERTY (OR PORTIONS THEREOF)), AND THEIR RESPECTIVE
AFFILIATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY PROVIDED IN THIS SECTION
8.1(A), THE TERMS AND PROVISIONS OF THIS SECTION 8.1(A) SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION 5.3 HEREOF WITH RESPECT TO THE SURVIVAL OF SELLER'S
REPRESENTATIONS AND WARRANTIES AND THE TERMS OF ANY DOCUMENTS DELIVERED BY
SELLER IN CONJUNCTION WITH THE CLOSING.
(b) IN CONNECTION WITH SUBSECTION (a) ABOVE, PURCHASER EXPRESSLY WAIVES THE
BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, which provides as
follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR."
Purchaser hereby specifically acknowledges that Purchaser has carefully reviewed
this Section 8.1 and discussed its import with legal counsel, is fully aware of
its consequences and that the provisions of this Section 8.1 are a material part
of this Agreement.
Purchaser's Initials
Section 8.2 Effect and Survival of Disclaimers. Seller and Purchaser acknowledge
that the compensation to be paid to Seller for the Property has been fixed at a
level which takes into account that the Property is being sold subject to the
provisions of this Article VIII. Seller and Purchaser agree that the provisions
of this Article VIII shall survive termination of this Agreement or Closing
indefinitely.
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ARTICLE IX
MISCELLANEOUS
Section 9.1 Confidentiality.
(a) Without the prior written consent of Seller in its sole discretion,
Purchaser shall not, and shall not allow any of its prospective investors,
prospective lenders, and their respective employees, agents, representatives,
accountants, attorneys and consultants (hereinafter "Purchaser's
Representatives"), to disclose, disseminate or divulge any of the Confidential
Information (as defined below) (whether obtained before or after the date of
this Agreement) to any person or entity, other than as specifically provided for
below. Purchaser