PROPERTY, INCLUDING
WITHOUT LIMITATION THE WATER, SOIL AND GEOLOGY AND STATUS OF ANY PERMITS AND
GOVERNMENTAL APPROVAL;
(b)
INCOME TO BE DERIVED FROM THE PROPERTY;
(c)
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH PURCHASER MAY CONDUCT THEREON;
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(d)
COMPLIANCE OF OR BY THE PROPERTY OR INTERESTS THEREIN, OR THE
PROPERTY'S OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY
APPLICABLE GOVERNMENTAL AUTHORITY OR BODY;
(e)
HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OF THE PROPERTY AND / OR PROFITABILITY;
(f)
MANNER OR QUALITY OF THE CONSTRUCTION OR OF THE MATERIALS
INCORPORATED INTO THE PROPERTY;
(g)
MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERTY; OR
(h)
OTHER MATTERS WITH RESPECT TO THE PROPERTY AND SPECIFICALLY THAT
SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION
REGARDING COMPLIANCE WITH ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW,
REGULATION OR ORDINANCE REGARDING HAZARDOUS SUBSTANCES OR WASTE INCLUDING, BUT
NOT LIMITED TO, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
LIABILITY ACT OF 1980 (42 U.S.C. SECTION 6901, ET SEQ.), AS AMENDED OR MODIFIED
("CERCLA").
1.3
WITHOUT LIMITING THE ABOVE, PURCHASER ON BEHALF OF ITSELF AND ITS
SUCCESSORS AND ASSIGNS WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES
AND DISCHARGES, SELLER, SELLER'S AFFILIATES, MEMBERS, PARTNERS, TRUSTEES,
SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF EACH OF THEM, AND
THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS, FROM
ANY AND ALL DEMANDS, CLAIMS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES,
LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS, WHETHER
DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT, EXCEPT FOR
BREACHES OF ANY APPLICABLE REPRESENTATIONS SET FORTH IN SECTION 10.1, MAY ARISE
ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH CERCLA, THE RESOURCES CONSERVATION
AND RECOVERY ACT OF 1976 (42 U.S.C. SECTION 6901, ET SEQ.), THE CLEAN WATER ACT
(33 U.S.C. SECTION 1251, ET SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C.
SECTION 1401, ET SEQ.), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C.
SECTION 1801, ET SEQ.) AND THE TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. SECTION
2601, ET SEQ.) AND ANY PENNSYLVANIA OR CONNECTICUT LAW RELATING TO ENVIRONMENTAL
PROTECTION.
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2.
PURCHASE PRICE FOR PROPERTY.
2.1 The total purchase price ("Purchase Price") for the Interests shall be ONE
HUNDRED SEVENTY THREE MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS
($173,200,000.00) (with ONE HUNDRED THIRTY NINE MILLION ONE HUNDRED FIFTY
THOUSAND AND 00/100 DOLLARS ($139,150,000.00) allocated to the Settlers
Ownership Interests and THIRTY FOUR MILLION FIFTY THOUSAND AND 00/100 DOLLARS
($34,050,000.00) allocated to the Milford Property) which shall be paid by
Purchaser to Seller as follows:
(a)
Purchaser shall deposit ONE MILLION and 00/100 Dollars
($1,000,000) (the "Initial Deposit") with Escrow Holder (as herein defined) no
later than one (1) business day after the Effective Date. Within two (2)
business days following Purchaser's deposit of the Initial Deposit, Escrow
Holder shall deliver to Seller One Hundred Dollars AND 00/100 ($100.00) of the
Initial Deposit as independent