amended ("ERISA"), (ii) a "plan" within the meaning of
Section 4975 of the Code or (iii) an entity deemed to hold "plan assets" within
the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, of
any such employee benefit plan or plan.
6.2 AS-IS. THE PROPERTY IS BEING SOLD IN AN "AS IS, WHERE IS" CONDITION AND
"WITH ALL FAULTS" AS OF THE EFFECTIVE DATE AND AS OF CLOSING. EXCEPT AS
EXPRESSLY SET FORTH IN THIS CONTRACT, NO REPRESENTATIONS OR WARRANTIES HAVE BEEN
MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY
ANY PARTNER, OFFICER, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR
PURPORTING TO ACT ON BEHALF OF SELLER AS TO I) THE CONDITION OR STATE OF REPAIR
OF THE PROPERTY; II) THE COMPLIANCE OR NON-COMPLIANCE OF THE PROPERTY WITH ANY
APPLICABLE LAWS, REGULATIONS OR ORDINANCES (INCLUDING, WITHOUT LIMITATION, ANY
APPLICABLE ZONING, BUILDING OR DEVELOPMENT CODES); III) THE VALUE, EXPENSE OF
OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; IV) ANY OTHER FACT OR CONDITION
WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE OF REPAIR,
COMPLIANCE, VALUE, EXPENSE OF OPERATION OR INCOME POTENTIAL OF THE PROPERTY OR
ANY PORTION THEREOF; OR V) WHETHER THE PROPERTY CONTAINS ASBESTOS OR HARMFUL OR
TOXIC SUBSTANCES OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME. THE
PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN
THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS CONTRACT
AND THE EXHIBITS HERETO ANNEXED, WHICH ALONE FULLY AND COMPLETELY EXPRESS THEIR
AGREEMENT, AND THAT THIS CONTRACT HAS BEEN ENTERED INTO AFTER FULL
INVESTIGATION, OR WITH THE PARTIES SATISFIED WITH THE OPPORTUNITY AFFORDED FOR
FULL INVESTIGATION, NEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION
BY THE OTHER UNLESS SUCH STATEMENT OR REPRESENTATION IS SPECIFICALLY EMBODIED IN
THIS CONTRACT OR THE EXHIBITS ANNEXED HERETO.
PURCHASER WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES
SELLER'S INDEMNIFIED PARTIES OF EACH SELLER FROM ANY AND ALL DEMANDS, CLAIMS
(INCLUDING, WITHOUT LIMITATION, CAUSES OF ACTION IN TORT), LEGAL OR
ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES,
LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND COSTS), WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN,
FORESEEN OR UNFORESEEN (COLLECTIVELY, "CLAIMS"), THAT MAY ARISE ON ACCOUNT OF OR
IN ANY WAY BE CONNECTED WITH THE PROPERTY, THE PHYSICAL CONDITION THEREOF, OR
ANY LAW OR REGULATION APPLICABLE
14
THERETO (INCLUDING, WITHOUT LIMITATION, CLAIMS UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42
U.S.C. SECTION 6901, ET SEQ.), THE RESOURCES CONSERVATION AND RECOVERY ACT OF
1976 (42 U.S.C. SECTION 6901, ET SEQ.), THE CLEAN WATER ACT (33 U.S.C. SECTION
1251, ET SEQ.), THE SAFE DRINKING WATER ACT (49 U.S.C. SECTION 1801, ET SEQ.),
THE HAZARDOUS TRANSPORTATION ACT (42 U.S.C. SECTION 6901, ET SEQ.), AND THE
TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. SECTION 2601, ET SEQ.). WITHOUT LIMITING
THE FOREGOING, PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
RELINQUISHED AND