ACCESS, LANDSCAPING, PARKING FACILITIES, ELECTRICAL, MECHANICAL,
HVAC, PLUMBING, SEWAGE OR UTILITY SYSTEMS, FACILITIES OR APPLIANCES ON THE
PROPERTY OR ANY PORTION THEREOF, (II) THE QUALITY, NATURE, ADEQUACY OR PHYSICAL
CONDITION OF SOILS OR GROUND WATER AT OR UNDER THE LAND, (III) THE EXISTENCE,
QUALITY, NATURE, ADEQUACY OR PHYSICAL CONDITION OF ANY UTILITY SERVING THE
PROPERTY, (IV) THE PROPERTY TAXES NOW OR HEREAFTER PAYABLE ON THE PROPERTY OR
THE VALUATION OF THE PROPERTY FOR
27
PROPERTY TAX PURPOSES, (V) THE DEVELOPMENT POTENTIAL OF THE PROPERTY OR THE
HABITABILITY, MERCHANTABILITY OR FITNESS, SUITABILITY OR ADEQUACY OF THE
PROPERTY OR ANY PORTION THEREOF FOR ANY PARTICULAR USE OR PURPOSE, (VI) THE
ZONING OR OTHER LEGAL STATUS OF THE PROPERTY, (VII) THE COMPLIANCE BY THE
PROPERTY OR OF THE BUSINESS CONDUCTED THEREON, OR ANY PORTION THEREOF, WITH ANY
APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS
OR RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER
PERSON OR ENTITY, (VIII) THE QUALITY OF ANY LABOR OR MATERIALS RELATING IN ANY
MANNER TO THE PROPERTY, (IX) THE CONDITION OF TITLE TO THE PROPERTY OR THE
NATURE, STATUS AND EXTENT OF ANY LEASE, ENCUMBRANCE OR OTHER MATTER AFFECTING
TITLE TO THE PROPERTY, OR (X) THE ENVIRONMENTAL CONDITION OF THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, ITS COMPLIANCE WITH ENVIRONMENTAL LAWS AND THE
PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES. PURCHASER ACKNOWLEDGES THAT THIS
SECTION WAS A NEGOTIATED PART OF THIS AGREEMENT AND SERVES AS AN ESSENTIAL
COMPONENT OF CONSIDERATION FOR THE SAME. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE PARTIES SPECIFICALLY ACKNOWLEDGE THAT PURCHASER HAS HAD, AND,
DURING THE DUE DILIGENCE PERIOD, SHALL HAVE, AN OPPORTUNITY TO FULLY INSPECT THE
PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL CONDITION OF THE REAL
PROPERTY AND THE PERSONAL PROPERTY (INCLUDING ALL ENVIRONMENTAL CONCERNS), AND
THE PURCHASE PRICE HAS BEEN NEGOTIATED TO ELIMINATE ALL CLAIMS, WHETHER KNOWN OR
UNKNOWN, RELATING TO THE CONDITION OF THE PROPERTY AND ALL ASPECTS AND
ATTRIBUTES THEREOF, INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL MATTERS.
CONSEQUENTLY, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT TO THE CONTRARY,
THIS CLAUSE BARS ALL CLAIMS, WHETHER OR NOT PRESENTLY KNOWN, BROUGHT BY
PURCHASER CONCERNING THE CONDITION OF THE PROPERTY AND ALL ASPECTS AND
ATTRIBUTES THEREOF, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ALL CLAIMS
PURSUANT TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
ACT OF 1980, AS AMENDED, ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW,
RULE OR REGULATION OR OTHERWISE.
28
NOTWITHSTANDING THE PARTIES' INTENT THAT ALL SUCH CLAIMS BE BARRED, SHOULD A
COURT OF COMPETENT JURISDICTION DEEM OTHERWISE, THE PRESENCE OF THIS SECTION IS
INTENDED BY THE PARTIES TO SERVE, AND SHALL SERVE, AS THE OVERWHELMING, PRIMARY
FACTOR IN ANY EQUITABLE APPORTIONMENT OF DAMAGES UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, AS AMENDED, AS WELL AS
ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE OR REGULATION OR
OTHERWISE.
(iii)
PURCHASER ACKNOWLEDGES THAT SELLERS SHALL NOT BE LIABLE TO PURCHASER
FOR ANY PROSPECTIVE OR SPECULATIVE PROFITS, OR SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT