DURING THE INSPECTION PERIOD. THE PROVISIONS OF THIS ARTICLE 7 SHALL
BE BINDING ON PURCHASER AND EACH OF ITS PERMITTED ASSIGNEES AND SHALL SURVIVE
THE CLOSING.
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DURING THE INSPECTION PERIOD, PURCHASER WILL BE GIVEN THE OPPORTUNITY TO INSPECT
THE PROPERTY AND PERSONAL PROPERTY, AND THE LEASES, CONTRACTS AND OTHER
MATERIALS (INCLUDING, WITHOUT LIMITATION, TITLE MATERIALS) RELATING TO THE
PROPERTY AND PERSONAL PROPERTY THAT PURCHASER DEEMS NECESSARY TO INSPECT AND
REVIEW IN CONNECTION WITH THIS AGREEMENT, AND PURCHASER WILL RETAIN SUCH
ENVIRONMENTAL CONSULTANTS, STRUCTURAL ENGINEERS AND OTHER EXPERTS AS IT DEEMS
NECESSARY TO INSPECT THE PROPERTY AND REVIEW SUCH MATERIALS. PURCHASER IS
RELYING ON ITS OWN INVESTIGATION AND THE ADVICE OF ITS EXPERTS REGARDING THE
PROPERTY, AND UPON ITS REVIEW OF LEASES, CONTRACTS, AND OTHER MATERIALS, AND NOT
ON ANY REPRESENTATIONS OR WARRANTIES OF SELLER, THE MANAGERS OF THE PROPERTY, OR
ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER
(OTHER THAN THE SURVIVING REPRESENTATIONS). PURCHASER ACKNOWLEDGES THAT SELLER
MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY
OR COMPLETENESS OF ANY INFORMATION, REPORTS (INCLUDING, WITHOUT LIMITATION,
ENVIRONMENTAL AND ENGINEERING REPORTS) OR OTHER MATERIALS DELIVERED TO
PURCHASER, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE SURVIVING
REPRESENTATIONS, AND THAT THE PURCHASE PRICE REFLECTS THE FACT THAT THIS IS AN
"AS IS, WHERE IS" TRANSACTION.
UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING
BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL
CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND
PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND
RELEASED SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND
AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION
(INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR
CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED
AGAINST SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND
AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF THE PHYSICAL AND
ENVIRONMENTAL CONDITIONS OF THE LAND OR IMPROVEMENTS, ANY LATENT OR PATENT
CONSTRUCTION DEFECTS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER
ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED BY SELLER
AT CLOSING AND EXCEPT FOR TORT CLAIMS AGAINST THE OWNER OF THE PROPERTY DUE TO
EVENTS WHICH OCCURRED DURING SELLER'S PERIOD OF OWNERSHIP OF THE PROPERTY, FOR
WHICH CLAIMS SELLER SHALL REMAIN LIABLE.
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Section 7.2 Environmental Report; Environmental Release.
a. Environmental Report. Notwithstanding anything contained in this Agreement to
the contrary, Purchaser may engage a consultant to perform a Phase I or similar
environmental evaluation of the Property (the "Report"), and Purchaser shall
provide Seller with a copy of any Report it obtains as soon as it is prepared
but no later than 10 days prior to the Closing Date.
b. Environmental Release.
(1) Release. WITHOUT LIMITING THE PROVISIONS OF