OF THE AMERICANS WITH DISABILITIES ACT OF 1990, THE CALIFORNIA HEALTH &
SAFETY CODE, THE VISUAL ARTISTS RIGHTS ACT, THE FEDERAL WATER POLLUTION CONTROL
ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL
PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE
RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE
DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC
SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING;
(x) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO
THE PROPERTY; OR (IV) EXISTING OR PROPOSED GOVERNMENTAL LAWS OR REGULATIONS
APPLICABLE TO THE PROPERTY, OR THE FURTHER DEVELOPMENT OR CHANGE IN USE THEREOF,
INCLUDING ENVIRONMENTAL LAWS AND LAWS OR REGULATIONS DEALING WITH ZONING OR LAND
USE. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, AS OF THE CLOSING, BUYER SHALL
HAVE MADE SUCH FEASIBILITY STUDIES, INVESTIGATIONS, ENVIRONMENTAL STUDIES,
ENGINEERING STUDIES, INQUIRIES OF GOVERNMENTAL OFFICIALS, AND ALL OTHER
INQUIRIES AND INVESTIGATIONS, WHICH BUYER SHALL DEEM NECESSARY TO SATISFY ITSELF
AS TO THE CONDITION, NATURE AND QUALITY OF THE PROPERTY AND AS TO THE
SUITABILITY OF THE PROPERTY FOR BUYER'S PURPOSES. BUYER FURTHER AGREES AND
ACKNOWLEDGES THAT, IN PURCHASING THE PROPERTY, BUYER
FINAL AGREEMENT
16
SHALL RELY ENTIRELY ON ITS OWN INVESTIGATION, EXAMINATION AND INSPECTION OF THE
PROPERTY AND ITS ANALYSIS AND EVALUATION OF THE PROPERTY DOCUMENTS FURNISHED BY
SELLER TO BUYER PURSUANT TO SECTION 4.1.2, AND NOT UPON ANY REPRESENTATION OR
WARRANTY OF SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT SET
FORTH IN SECTION 9.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE
OF THE PROPERTY PURSUANT TO THIS AGREEMENT, BUYER SHALL ACQUIRE THE PROPERTY IN
ITS THEN CONDITION, "AS IS, WHERE IS" AND WITH ALL FAULTS, AND, SUBJECT TO
SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.2, SOLELY IN
RELIANCE ON BUYER'S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND
EVALUATION OF THE PROPERTY. THE AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED IN THIS
SECTION 10.1 CONSTITUTE A CONCLUSIVE ADMISSION THAT BUYER, AFTER HAVING RETAINED
AND CONSULTED WITH SOPHISTICATED AND KNOWLEDGEABLE EXPERTS, SHALL ACQUIRE THE
PROPERTY SOLELY UPON ITS OWN JUDGMENT AS TO ANY MATTER GERMANE TO THE PROPERTY
OR TO BUYER'S CONTEMPLATED USE OF THE PROPERTY, AND NOT UPON ANY STATEMENT,
REPRESENTATION OR WARRANTY BY SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER,
WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DOCUMENTS EXECUTED AND
DELIVERED BY SELLER OR SELLER'S AFFILIATES PURSUANT TO SECTIONS 12.2.1 THROUGH
12.2.3, AND THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER'S
AFFILIATES PURSUANT TO SECTION 12.4. AT THE CLOSING, UPON THE REQUEST OF SELLER,
BUYER SHALL EXECUTE AND DELIVER TO SELLER A CERTIFICATE OF BUYER REAFFIRMING THE
FOREGOING.
10.2 Buyer's Release of Seller. Buyer hereby waives, releases and forever
discharges Seller and its officers, directors, employees and agents from any and
all claims, actions, causes of action, demands, liabilities, damages, costs,
expenses or compensation whatsoever, whether direct or