the agreements of
Seller herein, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY
WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY,
SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT, ANY IMPROVEMENTS
LOCATED THEREON OR ANY SOIL CONDITIONS RELATED THERETO.
(b)PURCHASER SPECIFICALLY ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON (AND
SELLER HEREBY DISCLAIMS AND RENOUNCES) ANY REPRESENTATIONS OR WARRANTIES MADE BY
OR ON BEHALF OF SELLER OF ANY KIND OR NATURE WHATSOEVER, EXCEPT AS IS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. FURTHER,
EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS, WARRANTIES, AND INDEMNITIES SET
FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, BY CONSUMMATING THE CLOSING,
PURCHASER, FOR PURCHASER AND PURCHASER'S SUCCESSORS AND ASSIGNS, SHALL BE DEEMED
TO HAVE RELEASED (AND SHALL RELEASE) SELLER FROM AND SHALL BE DEEMED TO HAVE
WAIVED (AND SHALL WAIVE) ANY AND ALL CLAIMS AND LIABILITIES AGAINST SELLER FOR,
RELATED TO, OR IN CONNECTION WITH, ANY ENVIRONMENTAL CONDITION AT THE PROJECT
(OR THE PRESENCE OF ANY MATTER OR SUBSTANCE RELATING TO THE ENVIRONMENTAL
CONDITION OF THE PROJECT), INCLUDING, BUT NOT LIMITED TO, CLAIMS AND/OR
LIABILITIES RELATING TO (IN ANY MANNER
WHATSOEVER) ANY HAZARDOUS, TOXIC OR DANGEROUS MATERIALS OR SUBSTANCES LOCATED
IN, AT, ABOUT OR UNDER THE PROJECT, OR FOR ANY AND ALL CLAIMS OR CAUSES OF
ACTION (ACTUAL OR THREATENED) BASED UPON, IN CONNECTION WITH OR ARISING OUT OF
CERCLA (THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT
OF 1980, 42 U.S.C. '9601 ET SEQ., AS AMENDED BY THE SUPERFUND AMENDMENT AND
REAUTHORIZATION ACT OF 1986, AND AS MAY BE FURTHER AMENDED FROM TIME TO TIME),
THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, 42 U.S.C. '6901 ET SEQ., OR
ANY OTHER CLAIM OR CAUSE OF ACTION (INCLUDING ANY FEDERAL OR STATE BASED
STATUTORY, REGULATORY OR COMMON LAW CAUSE OF ACTION) RELATED TO ENVIRONMENTAL
MATTERS OR LIABILITY WITH RESPECT TO OR AFFECTING THE PROJECT.
(c)Seller and Purchaser acknowledge and agree that the provisions contained in
this Section 10 were a material factor in Seller's acceptance of the Purchase
Price and that Seller was unwilling to sell the Project to Purchaser unless
Seller was released as expressly set forth above.
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Purchaser's Initials
11.CLOSING DELIVERIES.
At Closing (or such other times as may be specified below), Seller and/or
Purchaser, as appropriate, shall deliver or cause to be delivered the following:
(a)Deed. The Deed, executed by Seller, in recordable form reasonably acceptable
to Seller, Purchaser and the Title Company, conveying the Project to Purchaser,
warranting only that neither Seller nor any person or entity claiming by,
through or under Seller has sold or encumbered the Project during Seller's
period of ownership, subject to the Permitted Exceptions.
(b)Seller Lease. On or before the expiration of the Inspection Period,
Purchaser, as landlord, and Seller or its assignee or designee, as tenant,
acknowledge and agree to use commercially reasonably efforts to agree to a form
of lease for a portion of the