COMPANY AND THE SUBSIDIARY, AND THEIR RESPECTIVE AFFILIATES WILL NOT (A)
VOLUNTARILY CONDUCT ANY ENVIRONMENTAL STUDIES OR TESTS WITH RESPECT TO THE OWNED
REAL PROPERTY UNLESS SUCH STUDIES OR TESTS ARE REQUIRED IN RESPONSE TO ANY
INQUIRY BY A GOVERNMENTAL AUTHORITY, OR (B) INTENTIONALLY OR WILLFULLY ACT (OR
FAIL TO ACT) IN ANY MATTER THAT ENCOURAGES ANY GOVERNMENTAL AUTHORITY TO EXPAND
THE NATURE OR SCOPE OF ANY ENVIRONMENTAL INQUIRY, INVESTIGATION, OR REMEDIATION
REQUESTED BY SUCH GOVERNMENTAL AUTHORITY; PROVIDED THAT BUYER, THE COMPANY AND
THE SUBSIDIARY, AND THEIR RESPECTIVE AFFILIATES MAY CONDUCT ANY ENVIRONMENTAL
STUDIES OR TESTS WITH RESPECT TO THE LEASED REAL PROPERTY OR OWNED REAL PROPERTY
IN THE ORDINARY COURSE OF BUSINESS OR IN ACCORDANCE WITH APPLICABLE LAW,
INCLUDING A PHASE II ENVIRONMENTAL ASSESSMENT WITHIN A REASONABLE PERIOD
FOLLOWING CLOSING (UNLESS COMPLETED BEFORE CLOSING) AND ANY ENVIRONMENTAL
COMPLIANCE AUDITS PERMITTED UNDER APPLICABLE LAW.
7.7
TRANSFER TAXES.
ALL FEDERAL, STATE, OR LOCAL AND OTHER
TRANSFER, SALES, USE, OR SIMILAR TAXES APPLICABLE TO OR IMPOSED UPON OR ARISING
OUT OF THE TRANSFER OF THE SHARES OR OTHER TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE PAID BY THE SHAREHOLDERS.
7.8
RELEASE BY THE SHAREHOLDERS.
TO THE FULLEST EXTENT PERMITTED
BY LAW, EACH OF THE SHAREHOLDERS HEREBY WAIVES AND RELEASES, ON BEHALF OF ITSELF
AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ADVISORS AND AGENTS
(COLLECTIVELY, THE "RELEASORS"), ALL RIGHTS, CLAIMS, DEBTS, ACTIONS OR CAUSES OF
ACTION, KNOWN OR UNKNOWN, INCLUDING UNDER ANY LAW AGAINST DISCRIMINATION, AND
ANY CLAIMS ARISING OUT OF TORT, CONTRACT, OR COMMON LAW, EXISTING ON OR PRIOR TO
THE CLOSING DATE THAT THE RELEASORS, COLLECTIVELY OR INDIVIDUALLY, HAVE OR MIGHT
HAVE AGAINST THE COMPANY OR THE SUBSIDIARY, OR THEIR SUCCESSORS OR ASSIGNS
(COLLECTIVELY, THE "RELEASEES") FOR ANY AND ALL CLAIMS ARISING FROM, OUT OF, OR
RELATING TO EACH OF THE RELEASORS' RELATIONSHIP WITH THE COMPANY AS STOCKHOLDER,
DIRECTOR, OFFICER, EMPLOYEE, OR AGENT; PROVIDED, HOWEVER, THAT NO RELEASOR
WAIVES OR RELEASES ANY CLAIMS RELATING TO THIS AGREEMENT OR ANY CLAIMS SUCH
RELEASOR SHALL HAVE FOR (I) CUSTOMARY ACCRUALS OF EMPLOYEE BENEFITS,
(II) PAYMENT OF ACCRUED SALARY AND COMMISSIONS, (III) OTHER COMPENSATION FOR
SERVICES PERFORMED, OR (IV) INDEMNIFICATION PROVIDED BY LAW OR WRITTEN AGREEMENT
(INCLUDING, WITHOUT LIMITATION, THE CORPORATE CHARTER OR BYLAWS OF THE COMPANY
OR ANY SUBSIDIARY) FOR ACTS OR OMISSIONS BY THE RELEASOR IN THE COURSE AND SCOPE
OF, AS APPLICABLE, HIS/ITS EMPLOYMENT, DUTIES AS AN OFFICER, DIRECTOR, AGENT, OR
CONSULTANT, EXCEPT THAT NO RELEASOR SHALL BE ENTITLED TO OBTAIN INDEMNIFICATION
FROM THE COMPANY OR ANY SUBSIDIARY WITH RESPECT TO ANY CLAIM, FACT, CIRCUMSTANCE
OR MATTER FOR WHICH ANY RELEASOR IS REQUIRED TO INDEMNIFY ANY BUYER INDEMNIFIED
PARTY PURSUANT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.
IT IS THE
CLEAR AND UNEQUIVOCAL INTENTION OF EACH OF THE RELEASORS IN EXECUTING THIS
AGREEMENT THAT IT SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND
SATISFACTION, RELEASE, AND DISCHARGE OF EACH AND EVERY CLAIM SPECIFICALLY OR
GENERALLY REFERRED TO IN THE PRECEDING SENTENCE.
EACH RELEASOR UNDERSTANDS
37
AND AGREES THAT