TO THE CONDITION OF THE PROPERTY, ITS FITNESS FOR
ANY PARTICULAR PURPOSE, OR ITS COMPLIANCE WITH ANY LAWS, AND BUYER IS NOT AWARE
OF AND DOES NOT RELY UPON ANY SUCH REPRESENTATION. BUYER ACKNOWLEDGES THAT THE
DUE DILIGENCE PERIOD WILL HAVE AFFORDED BUYER THE OPPORTUNITY TO MAKE SUCH
INSPECTIONS (OR HAVE SUCH INSPECTIONS MADE BY CONSULTANTS) AS IT DESIRES OF THE
PROPERTY AND ALL FACTORS RELEVANT TO ITS USE, INCLUDING, WITHOUT LIMITATION, THE
INTERIOR, EXTERIOR, AND STRUCTURE OF ANY IMPROVEMENTS ON THE PROPERTY, THE
CONDITION OF SOILS AND SUBSURFACES, AND THE STATUS OF ALL ZONING, PERMITTING AND
OTHER ENTITLEMENTS RELEVANT TO THE USE OR CONTEMPLATED USE OF THE PROPERTY.
BUYER ACKNOWLEDGES THAT DURING THE DUE DILIGENCE PERIOD BUYER AND BUYER'S AGENTS
WILL INDEPENDENTLY AND WITH THE ASSISTANCE OF BUYER'S PROFESSIONAL ADVISORS AND
CONSULTANTS UNDERTAKE WHATEVER NON INVASIVE STUDIES, TESTS AND INVESTIGATION
BUYER DESIRES TO CONDUCT RELATING TO THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, ECONOMIC REVIEWS, ENGINEERING ANALYSES, ENVIRONMENTAL ANALYSES AND
ANALYSES OF THE RECORDS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY HAVING
JURISDICTION OVER THE PROPERTY). EXCEPT AS OTHERWISE PROVIDED HEREIN, BUYER IS
RELYING SOLELY ON ITS OWN INVESTIGATION AS TO THE PROPERTY AND ITS VALUE AND IS
ASSUMING THE RISK THAT ADVERSE PHYSICAL, ECONOMIC OR OTHER CONDITIONS
(INCLUDING, WITHOUT LIMITATION, ADVERSE ENVIRONMENTAL CONDITIONS AND THE STATUS
OF COMPLIANCE WITH THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OF
1990) MAY NOT HAVE BEEN REVEALED BY SUCH INVESTIGATION. BUYER AGREES THAT THE
PROPERTY IS TO BE SOLD TO AND ACCEPTED BY BUYER, AT CLOSING, IN THE CONDITION IT
IS IN AT THE END OF THE DUE DILIGENCE PERIOD "AS-IS."
4.5
RELEASE OF CLAIMS.
(A)
AS OF THE CLOSING, BUYER HEREBY COMPLETELY RELEASES AND FOREVER
DISCHARGES SELLER AND SELLER'S PARTNERS, AFFILIATES, EMPLOYEES, SUCCESSORS,
ASSIGNS, HEIRS, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ALL CLAIMS,
LIABILITIES, DEMANDS, JUDGMENTS, DAMAGES, LOSSES, AND COSTS (COLLECTIVELY,
"CLAIMS") ARISING FROM OR RELATED TO THE FOLLOWING: (I) ANY HAZARDOUS MATERIALS
IN, ON, BENEATH, DISCHARGED FROM, MIGRATING FROM, DISCHARGED TO OR MIGRATING TO
THE PROPERTY, INCLUDING THE SOIL OR GROUNDWATER THEREOF, AT ANY TIME; AND
(II) ANY USE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION OR DISPOSAL OF
HAZARDOUS MATERIALS AT OR FROM THE PROPERTY AFTER THE CLOSING; AND (III) ANY
LATENT OR PATENT DEFECT AFFECTING THE PROPERTY (COLLECTIVELY, THE "RELEASED
MATTERS"). AS USED IN THIS AGREEMENT, THE TERM "HAZARDOUS MATERIALS" SHALL HAVE
THE MEANING SET FORTH IN EXHIBIT "B" ATTACHED HERETO. IN CONNECTION WITH SUCH
WAIVER AND RELINQUISHMENT, BUYER ACKNOWLEDGES THAT IT IS AWARE THAT IT HEREAFTER
MAY DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH IT NOW
KNOWS OR BELIEVES TO EXIST WITH RESPECT TO THE RELEASED MATTERS, BUT THAT IT IS
BUYER'S INTENTION TO FULLY, FINALLY AND FOREVER TO SETTLE AND RELEASE ALL OF THE
RELEASED MATTERS IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 4.5, AND THE
RELEASE SET FORTH HEREIN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE
RELEASE NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR
DIFFERENT CLAIMS OR