LAWS)), VALUATION,
SALABILITY OR UTILITY OF THE PROPERTIES, OR ITS SUITABILITY FOR ANY PURPOSE
WHATSOEVER.
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8.2.2
WAIVER. BY PROCEEDING TO CLOSING, BUYER SHALL BE DEEMED TO HAVE
ACKNOWLEDGED THAT IT HAS INSPECTED THE PROPERTIES, OBSERVED THEIR PHYSICAL
CHARACTERISTICS AND EXISTING CONDITIONS AND HAS HAD THE OPPORTUNITY TO CONDUCT
SUCH INVESTIGATIONS AND STUDIES ON AND OF THE PROPERTIES AND ADJACENT AREAS AS
IT DEEMED NECESSARY, AND BUYER SHALL BE DEEMED TO HAVE WAIVED ANY AND ALL
OBJECTIONS TO OR COMPLAINTS (INCLUDING BUT NOT LIMITED TO ACTIONS BASED ON
FEDERAL OR STATE STATUTORY OR COMMON LAW AND ANY PRIVATE RIGHT OF ACTION UNDER
ANY LAWS ((INCLUDING THOSE PERTAINING TO ENVIRONMENTAL PROTECTION) TO WHICH THE
PROPERTIES ARE OR MAY BE SUBJECT) REGARDING PHYSICAL CHARACTERISTICS AND
EXISTING CONDITIONS, INCLUDING WITHOUT LIMITATION STRUCTURAL AND GEOLOGIC
CONDITIONS, SUBSURFACE SOIL AND WATER CONDITIONS AND SOLID AND HAZARDOUS
MATERIALS ON, UNDER, ADJACENT TO OR OTHERWISE AFFECTING THE PROPERTIES. BUYER
FURTHER HEREBY ASSUMES THE RISK OR CHANGES IN APPLICABLE LAWS RELATING TO PAST,
PRESENT AND FUTURE ENVIRONMENTAL CONDITIONS ON THE PROPERTIES, AND THE RISK THAT
ADVERSE PHYSICAL CHARACTERISTICS AND CONDITIONS, INCLUDING WITHOUT LIMITATION
THE PRESENCE OF HAZARDOUS MATERIALS, MAY NOT BE REVEALED BY ITS INVESTIGATION.
_/s/REL_________
INITIALS OF BUYER
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9. Disposition of Deposit.
9.1 Default by Sellers.
9.1.1 If the Closing shall not occur by reason of the failure of satisfaction of
the conditions benefiting Buyer under Section 4 or the termination of this
Agreement in accordance with Section 4 or Section 6 and such failure is not
waived by Buyer, then the Deposit (less the Independent Consideration, which
shall be paid to Sellers) shall be returned to Buyer, and neither party shall
have any further obligation or liability to the other (other than those
obligations that expressly survive a termination of this Agreement).
9.1.2 If the Closing shall not occur by reason of a Seller's material default
hereunder that has not been cured within fifteen (15) days following receipt of
written notice thereof (a "Seller Default"), then, provided Buyer is not in
default of any of its obligations under this Agreement and Buyer has
demonstrated that it is ready, willing and able to perform its obligations under
this Agreement (including having obtained funds at least equal to the Closing
Payment), Buyer shall be entitled as its sole and exclusive remedy to either
(1) specifically enforce this Agreement, but an action for specific performance
must be commenced within sixty (60) days after the scheduled Closing Date (and
thereafter must be diligently pursued) or be forever barred, or (2) terminate
this Agreement and obtain a return of the Deposit (less the Independent
Consideration, which shall be paid to Sellers), but no other action, for damages
or otherwise, shall be permitted.
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9.2 Default by Buyer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT IN ACCORDANCE WITH THE
TERMS SET FORTH IN THIS AGREEMENT AND IF THE SALE OF THE PROPERTIES TO BUYER IS
NOT CONSUMMATED OTHER THAN