AN ADVERSE CONDITION OF THE PROPERTY MAY NOT HAVE BEEN
REVEALED BY ITS OWN DUE DILIGENCE.
(b)EXCEPT AS MAY BE SPECIFICALLY STATED IN THE CLOSING DOCUMENTS OR IN THE
SURVIVING OBLIGATIONS OF THIS CONTRACT, SELLER, FOR ITSELF AND ON BEHALF OF ALL
SELLER AFFILIATES, SPECIFICALLY DISCLAIMS, AND BUYER EXPRESSLY WAIVES, ANY
WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR
FUTURE, OF, AS, TO, OR CONCERNING ALL OR ANY PORTION OF THE PROPERTY OR THE
OWNERSHIP OR OPERATION THEREOF, INCLUDING (WITHOUT LIMITATION): (I) THE NATURE
AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER
(INCLUDING BUT NOT LIMITED TO, DRINKING WATER, GROUNDWATER, SURFACE WATER,
WETLANDS), SOIL, AND GEOLOGY, AND THE SUITABILITY OF THE REAL PROPERTY AND
IMPROVEMENTS FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT
THEREON; (II) MATTERS OF TITLE; (III) THE COMPLIANCE OF THE REAL PROPERTY AND
IMPROVEMENTS OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES, OR
REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR OTHER BODY, INCLUDING, WITHOUT
LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND THE FAIR HOUSING ACT, AS
AMENDED FROM TIME TO TIME AND RELATED RULES AND REGULATIONS; (IV) WHETHER THE
IMPROVEMENTS ARE BUILT IN A GOOD AND WORKMANLIKE MANNER; (V) ZONING TO WHICH THE
REAL PROPERTY AND IMPROVEMENTS OR ANY PORTION THEREOF MAY BE SUBJECT; (VI)
WARRANTIES (EXPRESS OR IMPLIED) OF CONDITION REGARDING THE FITNESS OF THE REAL
PROPERTY AND IMPROVEMENTS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
TENANTABILITY, HABITABILITY, OR SUITABILITY FOR ANY INTENDED USE; AND (VII) ANY
ENVIRONMENTAL CONDITIONS THAT MAY EXIST ON THE REAL PROPERTY AND IMPROVEMENTS
(COLLECTIVELY, THE "HAZARDOUS WASTE LAWS") AND BUYER RELEASES AND WAIVES ANY
CLAIMS OR CAUSES OF ACTION AGAINST SELLER, SELLER'S AGENTS AND SELLER'S
AFFILIATES BASED IN WHOLE OR IN PART ON ANY VIOLATION OF, OR ARISING OUT OF THE
HAZARDOUS WASTE LAWS, OR A VIOLATION OF OR ARISING OUT OF ANY FEDERAL, STATE, OR
LOCAL STATUTE, ORDINANCE, RULE, OR REGULATION RELATING TO THE HAZARDOUS WASTE
LAWS.
Contract of Sale Page 15
(c)THE TERM "CLOSING DOCUMENTS" IS DEFINED COLLECTIVELY AS THE DEED, BILL OF
SALE, ASSIGNMENT OF LEASES, AND OTHER DOCUMENTS UNDER SECTION 6.2 THAT ARE
EXECUTED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING. THE TERM "SURVIVING
OBLIGATIONS" IS DEFINED AS THE EXPRESS REPRESENTATIONS, WARRANTIES AND
INDEMNITIES OF SELLER THAT ARE EXPRESSLY SET FORTH ELSEWHERE WITHIN THIS
CONTRACT AND STIPULATED AS SURVIVING CLOSING, AS EXPRESSLY LIMITED BY THIS
CONTRACT.
(d)SELLER INDEMNIFIES BUYER FOR LOSSES, COSTS, LIABILITIES, CLAIMS AND CAUSES OF
ACTION ARISING OR ACCRUING PRIOR TO THE DATE OF CLOSING, AS AND TO THE EXTENT
PROVIDED WITHIN THE BILL OF SALE AND THE ASSIGNMENT OF LEASES. BUYER INDEMNIFIES
SELLER FOR LOSSES, COSTS, LIABILITIES, CLAIMS AND CAUSES OF ACTION ARISING OR
ACCRUING ON OR AFTER THE DATE OF CLOSING, AS AND TO THE EXTENT PROVIDED WITHIN
THE BILL OF SALE AND THE ASSIGNMENT OF LEASES. THE PARTIES ACKNOWLEDGE THAT THE
FOREGOING INDEMNITIES DO NOT EXTEND TO MATTERS PERTAINING TO THE PHYSICAL
CONDITION OF THE PROPERTY, INCLUDING (BY WAY OF EXAMPLE AND NOT