GIVEN THE OPPORTUNITY TO INSPECT
THE PROPERTIES AND TO OBTAIN SATISFACTORY EVIDENCE OF THE CONDITION OF THE
PROPERTIES FROM SOURCES OTHER THAN SELLER AND ITS AGENTS OR CONTRACTORS AND THAT
PURCHASER WILL CONDUCT SUCH INSPECTIONS OF THE PROPERTIES AND REVIEW ALL MATTERS
DETERMINED BY PURCHASER NECESSARY OR APPROPRIATE IN ORDER TO DETERMINE WHETHER
THE PROPERTIES ARE SUITABLE FOR PURCHASER'S INTENDED USE.
PURCHASER EXPRESSLY ACKNOWLEDGES, AGREES, AND UNDERSTANDS THAT PURCHASER IS
ACQUIRING RESPONSIBILITY FOR THESE PROPERTIES IN AN "AS IS, WHERE IS" NATURE,
WITH ALL FAULTS AND DEFECTS, LATENT OR OTHERWISE, WITHOUT LIMITING THE "AS IS,
WHERE IS" NATURE OF THE TRANSFER OF THE PROPERTIES.
IT IS UNDERSTOOD AND AGREED
THAT SELLER IS MAKING NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR
IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE PROPERTIES, INCLUDING, BUT
NOT LIMITED TO, THE PROPERTIES' HABITABILITY, SUITABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, THE PRESENCE OR ABSENCE OF CONDITIONS ON THE
PROPERTIES THAT COULD GIVE RISE TO A CLAIM FOR PERSONAL INJURY, PROPERTY OR
NATURAL RESOURCE DAMAGES, THE PRESENCE OF HAZARDOUS OR TOXIC SUBSTANCES,
CONTAMINANTS OR POLLUTANTS AT, ON, UNDER, OR ORIGINATING OR MIGRATING FROM THE
PROPERTIES, THE INCOME OR EXPENSES FROM OR OF THE PROPERTIES, THE STATUS OF THE
REGISTRATION OF THE TANKS, FIXTURES, STRUCTURES, AND ALL OTHER PERSONAL
PROPERTY, EQUIPMENT AND DISPENSERS, OR THE CONDITION OF, THE MERCHANTABILITY OR
THE FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE AFOREMENTIONED.
7.3
Transfer of Remediation Activities.
Promptly following the
Effective Date and prior to Closing, Purchaser agrees to determine any and all
regulatory approvals required to effectuate the transfer of responsibility for
existing Remediation Activities with respect to any Property including, without
limitation, pursuant to 310 C.M.R. 40.0000; 40.0560; 40.0720 in Massachusetts,
N.H. Code of Admin. R. Ann. Env-Or 607 in New Hampshire, and Rhode Island
Remediation Regulations, DEM-DSR-01-93, § 10.03 in Rhode Island.
Purchaser
shall be solely responsible for compliance with all
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applicable Environmental Laws necessary to transfer responsibility for
Remediation Activities, if allowed by law, from Seller to Purchaser effective no
later than thirty (30) days after Closing, provided, however, Seller shall
cooperate in good faith with Purchaser with regard to execution of necessary
documents.
7.4
Environmental Responsibility Following Closing.
7.4.1
Purchaser's Remediation Responsibility.
From and after Closing,
Purchaser shall be solely responsible, at no expense to Seller, for any and all
environmental issues and Remediation Activities (whether arising prior to or
after Closing), including Contamination, at, on, under or originating from the
Properties.
Seller will transfer Environmental Liabilities to Purchaser for the
Properties at Closing.
7.4.2
Seller's Remediation Responsibility.
From and after Closing,
Seller shall have no responsibility for Contamination at the Properties,
including, but not limited to, any obligation to remediate any of the
Properties.
7.4.3
Purchaser's Express Assumption of All Environmental Liabilities.
Purchaser specifically acknowledges and agrees that it is solely responsible at
its sole expense for, and assumes all liabilities and risk associated with, any
and all Contamination and Environmental Liabilities.
If Purchaser transfers or assigns in