LIQUEFACTION, OTHER
GEOLOGICAL HAZARDS, RAILROAD AND OTHER UTILITY ACCESS, SOIL CONDITIONS AND OTHER
CONDITIONS WHICH MAY AFFECT THE USE OF THE REAL PROPERTY, AND PURCHASER HEREBY
WAIVES ANY REQUIREMENT FOR A NOTICE PURSUANT TO THOSE PROVISIONS AND HEREBY
ACKNOWLEDGES AND AGREES THAT IT WILL CONDUCT ITS OWN INSPECTIONS AND REVIEWS
WITH RESPECT TO ALL MATTERS COVERED THEREBY, AND HEREBY RELEASES SELLER FROM
LIABILITY IN CONNECTION WITH ANY SUCH MATTERS THAT ARE NOT THE SUBJECT OF ANY OF
SELLER'S COVENANTS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN OR ANY
CLOSING DOCUMENTS.
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(e) PURCHASER ALSO ACKNOWLEDGES AND AGREES THAT, ALTHOUGH SELLER HAS PROVIDED TO
PURCHASER THE DUE DILIGENCE MATERIALS AND THE BOOKS AND RECORDS, SELLER HAS NOT
VERIFIED THE ACCURACY THEREOF AND MAKE NO REPRESENTATIONS OR WARRANTIES
REGARDING THE MATTERS SET FORTH THEREIN EXCEPT AS MAY BE EXPRESSLY SET FORTH
HEREIN OR ANY CLOSING DOCUMENTS, IT BEING THE RESPONSIBILITY OF PURCHASER TO
VERIFY THE ACCURACY OF SUCH MATERIALS.
(f) FURTHERMORE, EXCEPT AS TO THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET
FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, PURCHASER ACKNOWLEDGES THAT
SELLER HAS NOT AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION
WITH THE PRESENCE OR INTEGRATION OF HAZARDOUS MATERIALS UPON OR WITHIN THE REAL
PROPERTY. IN THAT REGARD, PURCHASER WILL CONDUCT ITS OWN INVESTIGATIONS TO
DETERMINE IF THE REAL PROPERTY CONTAINS ANY HAZARDOUS MATERIALS OR TOXIC WASTE,
MATERIALS, DISCHARGE, DUMPING OR CONTAMINATION, WHETHER SOIL, GROUNDWATER OR
OTHERWISE, WHICH VIOLATES ANY FEDERAL, STATE, LOCAL OR OTHER GOVERNMENTAL LAW,
REGULATION OR ORDER OR REQUIRES REPORTING TO ANY GOVERNMENTAL AUTHORITY.
BY INITIALING THIS CLAUSE BELOW, PURCHASER ACKNOWLEDGES THAT THIS ARTICLE HAS
BEEN READ AND FULLY UNDERSTOOD, AND THAT PURCHASER HAS HAD THE CHANCE TO ASK
QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE.
/s/ TBB
PURCHASER'S INITIALS
6.2 Survival of Article VI. THE PROVISIONS OF THIS ARTICLE VI SHALL SURVIVE
CLOSING.
VII.
CLOSING
7.1 Closing Date. The "Closing Date" for purposes of this Agreement shall be the
date which is fifteen (15) days after the expiration of the Due Diligence
Period, or such earlier date as may be agreed upon, in writing, by Seller and
Purchaser; subject, however, to (i) the automatic extension of the Closing Date
as set forth in Section 8.1(b) herein, and (ii) Seller's right, at its option,
to extend the Closing Date as set forth in Section 4.3 and Section 9.4 herein.
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7.2 Action Prior to the Closing Date by Seller. Seller agrees that, provided
Purchaser has complied with its obligations under Section 7.3 hereof, on or
before 1:00 p.m. (Eastern Time) on the Closing Date, Seller will deposit with
Escrow Agent such items and instruments (executed and acknowledged, if
appropriate) as may be necessary in order for Escrow Agent to comply with this
Agreement, including, without limitation, the following:
(a) A special warranty deed substantially in the form and content attached
hereto as Exhibit "C" prepared and executed by Seller and acknowledged before a
Notary Public in the manner provided