either (x) waive and proceed to closing or (y)
terminate this Agreement and receive a return of the Earnest Money Deposit.
(c) CHK IS RESPONSIBLE FOR TAXES.
(c) Upon completion of the Closing, Seller shall deliver to Purchaser
actual possession of the Property, subject to the CHK Lease, with all parts of
the Property in substantially the same condition as on the Effective Date except
for changes made by Tenant in accordance with the CHK Lease.
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Section 7. Agents. Seller and Purchaser each represent and warrant to the other
that it has not engaged the services of any agent, broker, or other similar
party in connection with this transaction. Seller and Purchaser each agrees to
indemnify and hold the other harmless from the claims of any agent, broker, or
other similar party claiming by, through, or under the indemnifying party.
Section 8. "AS IS" SALE.
(a) PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT THE SALE OF THE
PROPERTY HEREUNDER IS AND WILL BE MADE ON AN "AS IS, WHERE IS AND WITH ALL
FAULTS" BASIS. THE OCCURRENCE OF CLOSING SHALL CONSTITUTE AN ACKNOWLEDGMENT BY
PURCHASER THAT THE PROPERTY WAS ACCEPTED WITHOUT REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED (EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN AND EXCEPT
FOR THE SPECIAL WARRANTIES OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED).
(b) EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN AND EXCEPT FOR
THE SPECIAL WARRANTIES OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED, SELLER
HEREBY SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR
GUARANTIES OF ANY KIND OR CHARACTER, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH
RESPECT TO THE PROPERTY.
(c) AS A MATERIAL INDUCEMENT TO SELLER TO ENTER INTO THIS AGREEMENT,
AND WITH THE EXCEPTION OF THOSE REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT
WITH RESPECT TO A BREACH BY SELLER OF ITS EXPRESS REPRESENTATIONS, WARRANTIES,
COVENANTS, AND OBLIGATIONS SET FORTH HEREIN AND/OR IN THE DOCUMENTS EXECUTED IN
CONNECTION WITH CLOSING, EFFECTIVE AS OF THE CLOSING, PURCHASER, FOR ITSELF AND
ON BEHALF OF ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, RELEASES, ACQUITS, COMPROMISES WITH AND FOREVER DISCHARGES THE SELLER
AND EACH OF THE SELLER'S PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, PARTNERS,
DIRECTORS, OFFICERS, EMPLOYEES, INSURANCE COMPANIES, REPRESENTATIVES, ATTORNEYS,
DIVISIONS, SUBSIDIARIES, AFFILIATES (AND PARTNERS, AGENTS, DIRECTORS, OFFICERS,
EMPLOYEES, REPRESENTATIVES AND ATTORNEYS OF SUCH PARENT COMPANIES, DIVISIONS,
SUBSIDIARIES AND AFFILIATES), AND ALL PERSONS ACTING BY, THROUGH, UNDER OR IN
CONCERT WITH ANY OF THEM (COLLECTIVELY "RELEASED PARTIES"), FROM AND FOR ALL
CHARGES, COMPLAINTS, CLAIMS, LIABILITIES, OBLIGATIONS, PROMISES, AGREEMENTS,
CONTROVERSIES, DAMAGES, ACTIONS, CAUSES OF ACTION, SUITS, RIGHTS, DEMANDS,
COSTS, LOSSES, DEBTS AND EXPENSES (INCLUDING ATTORNEY'S FEES AND COSTS ACTUALLY
INCURRED) OF ANY NATURE WHATSOEVER, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED,
ARISING IN CONNECTION
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WITH THE PROJECT, WHETHER PRIOR TO OR AFTER THE CLOSING, INCLUDING, BUT NOT
LIMITED TO CLAIMS UNDER ANY FEDERAL, STATE OR LOCAL LAWS, INCLUDING, WITHOUT
LIMITATION, ENVIRONMENTAL LAWS, WHICH PURCHASER NOW HAS, OWNS OR HOLDS, OR
CLAIMS