(INCLUDING THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN), BUYER
AGREES TO TAKE THE PROPERTIES "AS IS", "WHERE IS", WITH ALL FAULTS AND
CONDITIONS THEREON. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND THE
SELLER CLOSING DOCUMENTS (INCLUDING THE EXPRESS REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN), ANY INFORMATION, REPORTS, STATEMENTS, DOCUMENTS OR RECORDS
("DISCLOSURES") PROVIDED OR MADE TO BUYER OR ITS CONSTITUENTS BY SELLERS, THEIR
AGENTS OR EMPLOYEES CONCERNING THE CONDITION (INCLUDING, BUT NOT LIMITED TO, THE
ENVIRONMENTAL CONDITION) OF THE PROPERTIES SHALL NOT BE REPRESENTATIONS OR
WARRANTIES, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE SELLER
CLOSING DOCUMENTS. BUYER SHALL NOT RELY ON DISCLOSURES (OTHER THAN THOSE
EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE SELLER CLOSING DOCUMENTS), BUT
RATHER, BUYER SHALL RELY ONLY ON ITS OWN INSPECTIONS OF THE PROPERTIES. BUYER
ACKNOWLEDGES THAT THE AGGREGATE NET PURCHASE PRICE REFLECTS AND TAKES INTO
ACCOUNT THAT THE PROPERTIES ARE BEING SOLD "AS IS".
(b)
BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE SELLER CLOSING DOCUMENTS
(INCLUDING THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN), SELLERS
HAVE NOT MADE, DO NOT
26
MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES,
COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
CONCERNING OR WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF THE
PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE
INCOME TO BE DERIVED FROM THE PROPERTIES, (C) THE SUITABILITY OF THE PROPERTIES
FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, (D) THE
COMPLIANCE OF OR BY THE PROPERTIES OR THEIR OPERATION WITH ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY,
(E) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTIES, OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTIES, AND
SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING TERMITES OR WASTES, AS
DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR
ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT OF 1980 ("CERCLA"), AS AMENDED, AND REGULATIONS
PROMULGATED THEREUNDER.
BUYER, ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVE,
RELEASE AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR
CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST SELLERS OR THEIR
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR ASSIGNS
(COLLECTIVELY, OR INDIVIDUALLY AS THE CONTEXT REQUIRES, "SELLERS AND/OR THEIR
AFFILIATES") BASED ON (I) ANY FEDERAL, STATE, OR LOCAL ENVIRONMENTAL OR HEALTH
AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR ANY STATE EQUIVALENT, OR ANY
SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (II) ANY DISCHARGE, DISPOSAL,
RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL WHATSOEVER, ON, AT, TO, OR
FROM THE PROPERTIES; OR (III) ANY ENVIRONMENTAL CONDITIONS WHATSOEVER ON, UNDER,
OR IN THE VICINITY OF THE PROPERTIES.
(c)
BUYER HAS CONDUCTED PRIOR TO THE EFFECTIVE
DATE SUCH INVESTIGATIONS OF THE PROPERTIES, INCLUDING, BUT NOT LIMITED TO, THE