USE AND
DEVELOPMENT OF THE PROPERTY;
(b) ANY REPORTS, REPAIRS OR WORK REQUIRED BY BUYER ARE THE SOLE RESPONSIBILITY
OF BUYER, AND BUYER AGREES THAT THERE IS NO OBLIGATION ON THE PART OF SELLER TO
MAKE ANY CHANGES, ALTERATIONS OR REPAIRS TO THE PROPERTY OR TO CURE ANY
VIOLATIONS OF LAW OR TO COMPLY WITH THE REQUIREMENTS OF ANY INSURER. BUYER IS
SOLELY RESPONSIBLE FOR OBTAINING ANY CERTIFICATE OF OCCUPANCY OR ANY OTHER
APPROVAL OR PERMIT NECESSARY FOR TRANSFER OF OCCUPANCY OF THE REAL PROPERTY AND
FOR ANY REPAIRS OR ALTERATIONS NECESSARY TO OBTAIN THE SAME, ALL AT BUYER'S SOLE
COST AND EXPENSE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER'S OBLIGATIONS
HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT WITH BUYER HAVING NO RIGHT TO
DELAY THE CLOSING OR TERMINATE THIS AGREEMENT REGARDLESS OF ANY FACTS OR
INFORMATION LEARNED BY BUYER AFTER THE DATE HEREOF, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT.
(c) BUYER, FOR BUYER AND BUYER'S SUCCESSORS AND ASSIGNS, HEREBY RELEASES
SELLER FROM, AND WAIVES ALL CLAIMS AND LIABILITY AGAINST SELLER FOR OR
ATTRIBUTABLE TO THE FOLLOWING:
(i) EXCEPT FOR SELLER'S WARRANTIES (AS SUCH TERM IS HEREIN DEFINED); FOR ANY
AND ALL STATEMENTS OR OPINIONS HERETOFORE OR HEREAFTER MADE BY THE SELLER
PARTIES TO BUYER OR ITS AGENTS OR REPRESENTATIVES,
(ii) ANY STRUCTURAL OR PHYSICAL CONDITION AT THE PROPERTY,
D-5
(iii) EXCEPT AS TO SELLER'S LIABILITY UNDER LAW, AND FOR ALL ACTS ARISING
AFTER CLOSING,BUYER HEREBY (A) ASSUMES AND TAKES RESPONSIBILITY AND LIABILITY
FOR ALL LOSSES, COSTS, CLAIMS, LIABILITIES, EXPENSES, DEMANDS AND OBLIGATIONS OF
EVERY KIND OR NATURE WHATSOEVER ATTRIBUTABLE TO THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, ALL LOSSES, COSTS, CLAIMS, LIABILITIES, EXPENSES AND DEMANDS WITH
RESPECT TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE REAL
PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY HAZARDOUS MATERIALS, IN AT, UNDER
OR ABOUT THE REAL PROPERTY), AND (B) AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS SELLER FROM ANY LOSS, COST, CLAIM, LIABILITY, EXPENSE OR DEMAND WITH
RESPECT THERETO. BY ITS EXECUTION OF THIS AGREEMENT, BUYER HEREBY AGREES THAT IT
SHALL AT ALL TIMES COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS,
RULES AND REGULATIONS INVOLVING HAZARDOUS MATERIALS IN, AT, UNDER OR ABOUT THE
REAL PROPERTY OR THEIR REMOVAL FROM THE REAL PROPERTY; PROVIDED HOWEVER, SELLER
IS, AND SHALL REMAIN LIABLE FOR ANY CLAIMS OR LIABILITIES RELATING TO THE
PRESENCE, DISCOVERY, OR REMOVAL OF ANY HAZARDOUS MATERIALS IN, AT, ABOUT OR
UNDER THE REAL PROPERTY, OR FOR, CONNECTED WITH OR ARISING OUT OF ANY AND ALL
CLAIMS OR CAUSES OF ACTION BASED UPON CERCLA (COMPREHENSIVE ENVIRONMENTAL,
RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, 42 U.S.C. §§ 9601 ET SEQ., AS
AMENDED BY SARA (SUPERFUND AMENDMENT AND REAUTHORIZATION ACT OF 1986) AND AS MAY
BE FURTHER AMENDED FROM TIME TO TIME), THE RESOURCE CONSERVATION AND RECOVERY
ACT OF 1976, 42 §§6901 ET SEQ., OR ANY RELATED CLAIMS OR CAUSES OF ACTION OF ANY
OTHER FEDERAL OR STATE STATUTORY OR REGULATORY CAUSES OF ACTION FOR
ENVIRONMENTAL CONTAMINATION AT, IN OR UNDER THE REAL PROPERTY