THE CLOSING AND ANY TERMINATION OF
THIS AGREEMENT.
PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT
PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER
DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE
PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH
RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY,
AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON
BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO.
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 AFFILIATES) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF
ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS
AND EXPENSES (INCLUDING ATTORNEYS' FEES) OF ANY AND EVERY KIND OR CHARACTER,
KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER
(AND SELLER'S AFFILIATES) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT
OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY
APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR
MATTERS REGARDING THE PROPERTY.
11.8
TRIAL BY JURY; RESCISSION.
IN ANY LAWSUIT OR OTHER PROCEEDING
INITIATED BY EITHER PARTY UNDER OR WITH RESPECT TO THIS AGREEMENT, EACH OF
SELLER AND PURCHASER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.
ALSO,
PURCHASER WAIVES ANY RIGHT TO SEEK RESCISSION OF THE TRANSACTION PROVIDED FOR IN
THIS AGREEMENT.
11.9
CONFIDENTIALITY.
EXCEPT AS MAY BE REQUIRED BY LAW, WITHOUT THE
PRIOR WRITTEN CONSENT OF SELLER, AND UNLESS THE CLOSING OCCURS, PURCHASER SHALL
NOT: (I) DISCLOSE TO ANY THIRD PARTY THE EXISTENCE OF THIS AGREEMENT, ANY TERM
OR CONDITION THEREOF, OR THE RESULTS OF ANY INSPECTIONS OR STUDIES UNDERTAKEN IN
CONNECTION HEREWITH; (II) MAKE ANY PUBLIC PRONOUNCEMENTS OR ISSUE ANY PRESS
RELEASES (SUBJECT TO THE TERMS OF SECTION 11.13); OR (III) OTHERWISE FURNISH THE
INFORMATION (AS HEREINAFTER DEFINED), ANY INFORMATION
26
REGARDING THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY TO ANY THIRD
PARTY; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE CONSTRUED TO PREVENT
PURCHASER FROM MAKING (WITHOUT THE CONSENT OF, BUT UPON NOTICE TO, THE OTHER
PARTY) ANY DISCLOSURE REQUIRED BY ANY APPLICABLE LAW OR REGULATION OR JUDICIAL
PROCESS. IN ADDITION, THE FOREGOING RESTRICTION SHALL NOT APPLY (A) TO THE
EXTENT THAT SUCH INFORMATION HAS BEEN DISCLOSED PUBLICLY PRIOR TO THE DATE OF
THIS AGREEMENT OR IS DISCLOSED PUBLICLY AFTER THE DATE OF THIS AGREEMENT WITHOUT
A BREACH OF THIS AGREEMENT BY PURCHASER OR PURCHASER'S REPRESENTATIVES; (B) TO
THE EXTENT AS MAY BE RECOMMENDED BY PURCHASER'S LEGAL COUNSEL IN ORDER TO COMPLY
WITH ALL FINANCIAL REPORTING, SECURITIES LAWS AND OTHER LEGAL REQUIREMENTS
APPLICABLE TO PURCHASER,