ANY
FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED
WITH THE PROPERTY.
PURCHASER, WITH PURCHASER'S COUNSEL, HAS FULLY REVIEWED THE
DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT AND UNDERSTANDS THEIR
SIGNIFICANCE AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH
HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE
AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE
DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.
PURCHASER AND PURCHASER'S AFFILIATES FURTHER COVENANT AND AGREE, EXCEPT AS
EXPRESSLY PERMITTED AND LIMITED PURSUANT TO THIS AGREEMENT,
NOT TO SUE SELLER
AND SELLER'S AFFILIATES ON, AND RELEASE SELLER AND SELLER'S AFFILIATES OF AND
FROM, AND WAIVE, ANY CLAIM OR CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION,
ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR PURCHASER'S
AFFILIATES MAY HAVE AGAINST SELLER OR SELLER'S AFFILIATES UNDER ANY
ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO
ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR
MIGRATING FROM OR ONTO THE REAL PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, OR BY
VIRTUE OF ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATED, RELATED TO
ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT OR
MIGRATING FROM OR ONTO THE REAL PROPERTY. THE TERMS AND CONDITIONS OF THIS
SECTION 5.4 WILL EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE
CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF ANY
CLOSING DOCUMENTS AND ARE HEREBY DEEMED INCORPORATED INTO THE DEED AS FULLY AS
IF SET FORTH AT LENGTH THEREIN.
17
Section 5.5
Transfer Act.
Without otherwise limiting the generality
of the matters set forth in this Article, the parties acknowledge that the
Connecticut Transfer Act, Conn. Gen. Stat. §22a-134 et seq. ("Transfer Act"),
may apply to one or more Real Property ("Transfer Act Real Property"). Solely as
to any Transfer Act Real Property, the parties agree as follows:
(a)
In connection with closing of the transactions contemplated by
this Agreement, Seller, as "transferor" within the meaning of the Transfer Act,
shall prepare, deliver and file a certification for each Transfer Act Real
Property ("Transfer Act Certification"), in such form as Seller may determine in
its sole discretion.
(b)
Seller's sole obligation to Purchaser hereunder shall be to
prepare, deliver and file certification(s) in accordance with Section 5.5(a). In
all other respects, any obligations Seller may have pursuant to the Transfer Act
as certifying party for any Transfer Act Real Property ("Transfer Act
Obligations") shall be exclusively as determined by Connecticut law under the
jurisdiction of the Connecticut Department of Energy and Environmental
Protection ("CTDEEP"), and as between Seller and Purchaser shall be subject in
all respects to the release and waiver of claims and causes of action related to
environmental matters set forth in Section 5.4.
Without limiting the generality
of the foregoing, Purchaser intends the release and waiver of claims and causes
of action set