ANY PATENT OR LATENT
DEFECTS OR DEFICIENCIES WITH RESPECT TO SUCH PROPERTY, (C) ANY AND ALL MATTERS
RELATED TO SUCH PROPERTY OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION,
THE CONDITION AND/OR OPERATION OF SUCH PROPERTY AND EACH PART THEREOF, AND (D)
THE PRESENCE, RELEASE AND/OR REMEDIATION OF ASBESTOS AND ASBESTOS CONTAINING
MATERIALS IN, ON OR ABOUT SUCH PROPERTY REGARDLESS OF WHEN SUCH ASBESTOS AND
ASBESTOS CONTAINING MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT SUCH
PROPERTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE SELLERS OR THE SELLER
GUARANTOR BE RELEASED FROM ANY CLAIMS ARISING PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT OR ANY SELLER'S OBLIGATIONS, IF ANY, UNDER THE CLOSING DOCUMENTS TO
WHICH IT IS A PARTY, IN EACH CASE, SUBJECT TO THE TERMS, CONDITIONS AND
LIMITATIONS OF THIS AGREEMENT. THE BUYER HEREBY WAIVES AND AGREES NOT TO
COMMENCE ANY ACTION, LEGAL PROCEEDING, CAUSE OF ACTION OR SUITS IN LAW OR
EQUITY, OF WHATEVER KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, A PRIVATE
RIGHT OF ACTION UNDER THE FEDERAL SUPERFUND LAWS, 42 U.S.C. SECTIONS 9601 ET
SEQ. AND CALIFORNIA HEALTH AND SAFETY CODE SECTIONS 25300 ET SEQ. (AS SUCH LAWS
AND STATUTES MAY BE AMENDED, SUPPLEMENTED OR REPLACED FROM TIME TO TIME),
DIRECTLY OR INDIRECTLY, AGAINST THE RELEASEES OR THEIR AGENTS IN CONNECTION WITH
THE CLAIMS DESCRIBED ABOVE.
(b)
IN THIS CONNECTION AND TO THE GREATEST EXTENT PERMITTED BY LAW, THE BUYER
HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE BUYER REALIZES AND ACKNOWLEDGES
THAT FACTUAL MATTERS NOW KNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE
TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS,
LOSSES AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED,
AND THE BUYER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND
RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT
REALIZATION AND THAT THE BUYER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE
AND ACQUIT THE RELEASEES FROM ANY SUCH UNKNOWN CLAIMS, DEBTS, AND CONTROVERSIES
WHICH MIGHT IN ANY WAY BE INCLUDED AS A MATERIAL PORTION OF THE CONSIDERATION
GIVEN TO THE SELLERS BY THE BUYER IN EXCHANGE FOR THE SELLERS' PERFORMANCE
HEREUNDER.
(c)
THE SELLERS HAVE GIVEN THE BUYER MATERIAL CONCESSIONS REGARDING THIS
TRANSACTION IN EXCHANGE FOR THE BUYER AGREEING TO THE PROVISIONS OF THIS SECTION
7.3. THE PROVISIONS OF THIS
57
SECTION 7.3 SHALL SURVIVE THE CLOSING AND SHALL NOT BE DEEMED MERGED INTO ANY
INSTRUMENT OR CONVEYANCE DELIVERED AT THE CLOSING.
ARTICLE VIII
TITLE AND PERMITTED EXCEPTIONS
Section 8.1
Permitted Exceptions. Each Property shall be sold and is to be
conveyed, and the Buyer agrees to purchase such Property, subject only to the
Permitted Exceptions with respect to such Property.
Section 8.2
Title Report. The Buyer has ordered an updated title commitment
with respect to each Property (each, a "Title Commitment") and has ordered (or
will order) an updated survey with respect to each of the Properties set forth
on Schedule 8.2 (each, a "Survey"), and the Buyer shall (a) instruct the Title
Company