VERIFICATION OF
SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS
OF SUCH INFORMATION. EXCEPT AS SET FORTH HEREIN, SELLER IS NOT LIABLE OR BOUND
IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR
INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY
ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT, OR OTHER PERSON. BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS
SET FORTH HEREIN, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN
"AS IS, WHERE-IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND
AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT
THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE
FOREGOING AS WELL AS THE PERMITTED EXCEPTIONS.
Page 7 of 33
(b) EXCEPT AS EXPRESSLY PROVIDED HEREIN, BUYER, ON BEHALF OF ITSELF AND ITS
HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "RELEASING PARTIES") HEREBY
WAIVES, RELEASES, ACQUITS, AND FOREVER DISCHARGES SELLER, ITS AFFILIATES AND/OR
SUBSIDIARIES (AS THE CASE MAY BE) AS WELL AS ALL OF THEIR RESPECTIVE OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, AND
EVERY OTHER PERSON ACTING ON BEHALF OF SELLER, ITS AFFILIATES AND/OR
SUBSIDIARIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OF AND FROM ANY AND
ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, COSTS,
EXPENSES, OR COMPENSATION WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN,
FORESEEN OR UNFORESEEN, WHICH ANY OF THE RELEASING PARTIES NOW HAS OR WHICH MAY
ARISE IN THE FUTURE ON ACCOUNT OF OR IN ANY WAY RELATED OR PERTAINING TO ANY
PAST, PRESENT, OR FUTURE PHYSICAL CHARACTERISTIC OR CONDITION OF THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, ANY HAZARDOUS MATERIALS IN, AT, UNDER, OR RELATED
TO THE PROPERTY OR ANY VIOLATION OR POTENTIAL VIOLATION OF ANY ENVIRONMENTAL
REQUIREMENT APPLICABLE THERETO.
(c) ALL PROVISIONS OF THIS SECTION 8 SHALL SURVIVE CLOSING.
9. DELIVERIES AT CLOSING. In addition to other conditions precedent set forth
elsewhere in this Agreement, Buyer and Seller shall deliver to each other at
Closing all of the following documents or items, the delivery and accuracy of
which shall be a condition to the parties' obligation to consummate the purchase
and sale herein contemplated:
(a) Buyer's Deliveries at Closing. At the Closing, Buyer shall deliver the
following to Seller as a condition to Seller's obligation to close:
(i)Purchase Price. The balance of the Purchase Price adjusted as set forth
herein;
(ii)Closing Settlement Statement. A counterpart of the closing settlement
statement prepared by the Title Company which conforms to Seller's closing
statement; and
(iii)Other Documentation. Such other documents as may be reasonable in the
opinion of Seller or the Title Company to consummate and close the transaction
contemplated herein pursuant to the terms and conditions of this Agreement.
(b) Seller's Deliveries at Closing. At the Closing, Seller shall deliver the
following to Buyer as a condition to Buyer's obligation to close:
(i)Special Warranty Deeds. Special warranty deeds in the form attached hereto as