REASON OF ITS PRESENT CONDITION, SHALL
NOT RELIEVE BUYER OF ITS OBLIGATION TO COMPLETE CLOSING UNDER THIS AGREEMENT AND
PAY THE FULL PURCHASE PRICE.
EXCEPT AS PROVIDED IN SUBPARAGRAPH (D) BELOW,
SELLER HAS NO OBLIGATION TO MAKE ANY REPAIRS OR REPLACEMENTS REQUIRED BY REASON
OF WEAR AND TEAR AND NATURAL DETERIORATION OR CONDEMNATION OR FIRE OR OTHER
CASUALTY, BUT MAY, AT ITS OPTION AND ITS COST (INCLUDING THE USE OF INSURANCE
PROCEEDS AS HEREIN PROVIDED), MAKE ANY SUCH REPAIRS AND REPLACEMENTS PRIOR TO
THE CLOSING DATE.
(C)
CONDITION OF DELIVERY.
SELLER HAS NO OBLIGATION TO DELIVER THE PREMISES IN
A "BROOM CLEAN" CONDITION, AND AT CLOSING SELLER MAY LEAVE IN THE PREMISES ALL
ITEMS OF PERSONAL PROPERTY AND EQUIPMENT, PARTITIONS AND DEBRIS AS ARE NOW
PRESENTLY THEREIN AND AS WOULD ACCUMULATE IN THE NORMAL COURSE OF OPERATING AND
MAINTAINING THE PREMISES AND THE PERSONAL PROPERTY.
(D)
SELLER REPAIRS.
BETWEEN THE OPENING OF ESCROW AND THE CLOSING DATE, SELLER
SHALL PERFORM ALL CUSTOMARY ORDINARY REPAIRS TO THE PREMISES AND THE PERSONAL
PROPERTY AS SELLER HAS CUSTOMARILY PREVIOUSLY PERFORMED TO MAINTAIN THEM IN
SUBSTANTIALLY THE SAME CONDITION AS THEY ARE AS OF THE OPENING OF ESCROW, AS
SAID CONDITION SHALL BE CHANGED BY WEAR AND TEAR, DAMAGE BY FIRE OR OTHER
CASUALTY.
NOTWITHSTANDING THE FOREGOING, SELLER SHALL HAVE NO OBLIGATION TO
MAKE ANY STRUCTURAL OR EXTRAORDINARY REPAIRS OR CAPITAL IMPROVEMENTS TO THE
PREMISES OR THE PERSONAL PROPERTY BETWEEN THE EFFECTIVE DATE AND CLOSING.
(E)
RELEASE.
BUYER, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND
ASSIGNS, HEREBY RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER AND (AS THE CASE
MAY BE) SELLER'S OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, TRUSTEES, PARTNERS,
EMPLOYEES, MANAGERS, AGENTS AND AFFILIATES (COLLECTIVELY REFERRED TO HEREIN AS
"SELLER'S PARTIES") FROM ANY AND ALL RIGHTS, CLAIMS, DEMANDS, CAUSES OF ACTIONS,
LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND
DISBURSEMENTS WHETHER THE SUIT IS INSTITUTED OR NOT) WHETHER KNOWN OR UNKNOWN,
LIQUIDATED OR CONTINGENT (HEREINAFTER COLLECTIVELY CALLED THE "CLAIMS"), WHICH
BUYER HAS OR MAY HAVE IN THE FUTURE, ARISING FROM OR RELATING TO (I) ANY DEFECTS
(PATENT OR LATENT), ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THE
PREMISES WHETHER THE SAME ARE THE RESULT OF NEGLIGENCE OR OTHERWISE, OR (II) ANY
OTHER CONDITIONS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL AND OTHER
PHYSICAL CONDITIONS, AFFECTING THE PREMISES WHETHER THE SAME ARE A RESULT OF
NEGLIGENCE OR OTHERWISE, INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, ANY
CLAIM FOR INDEMNIFICATION OR CONTRIBUTION ARISING UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (42 U.S.C. SECTION 9601,
ET SEQ.) OR ANY OTHER FEDERAL, STATE OR LOCAL STATUTE, RULE OR ORDINANCE
RELATING TO LIABILITY OF PROPERTY OWNERS FOR ENVIRONMENTAL
22
MATTERS, WHETHER ARISING BASED ON EVENTS THAT OCCURRED BEFORE, DURING, OR AFTER
SELLER'S PERIOD OF OWNERSHIP OF THE PROPERTY AND WHETHER BASED ON THEORIES OF
INDEMNIFICATION, CONTRIBUTION OR OTHERWISE.
THE RELEASE SET FORTH IN THIS
SECTION SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY
ENVIRONMENTAL LAWS OF THE UNITED STATES, THE STATE IN WHICH THE PREMISES IS
LOCATED OR ANY