THEREON.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND THE SELLER CLOSING DOCUMENTS
(INCLUDING THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN), ANY
INFORMATION, REPORTS, STATEMENTS, DOCUMENTS OR RECORDS ("DISCLOSURES") PROVIDED
OR MADE TO BUYER OR ITS CONSTITUENTS BY SELLERS, THEIR AGENTS OR EMPLOYEES
CONCERNING THE CONDITION (INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL
CONDITION) OF THE PROPERTIES SHALL NOT BE REPRESENTATIONS OR WARRANTIES, UNLESS
SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE SELLER CLOSING DOCUMENTS. BUYER
SHALL NOT RELY ON DISCLOSURES (OTHER THAN THOSE EXPRESSLY PROVIDED IN THIS
AGREEMENT OR THE SELLER CLOSING DOCUMENTS), BUT RATHER, BUYER SHALL RELY ONLY ON
ITS OWN INSPECTIONS OF THE PROPERTIES. BUYER ACKNOWLEDGES THAT THE AGGREGATE NET
PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTIES ARE BEING
SOLD "AS IS".
(b)
BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT AS SPECIFICALLY SET
FORTH IN THIS AGREEMENT AND THE SELLER CLOSING DOCUMENTS (INCLUDING THE EXPRESS
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN), SELLERS HAVE NOT MADE, DO NOT
MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES,
COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
CONCERNING OR WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF THE
PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE
INCOME TO BE DERIVED FROM THE PROPERTIES, (C) THE SUITABILITY OF THE PROPERTIES
FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, (D) THE
COMPLIANCE OF OR BY THE PROPERTIES OR THEIR OPERATION WITH ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E)
THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
29
PURPOSE OF THE PROPERTIES, OR (F) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTIES, AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS REGARDING TERMITES OR
WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40
C.F.R., OR ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 ("CERCLA"), AS
AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. BUYER, ITS SUCCESSORS AND
ASSIGNS, HEREBY WAIVE, RELEASE AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY COST
RECOVERY ACTION OR CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST
SELLERS OR THEIR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS,
OR ASSIGNS (COLLECTIVELY, OR INDIVIDUALLY AS THE CONTEXT REQUIRES, "SELLERS
AND/OR THEIR AFFILIATES") BASED ON (I) ANY FEDERAL, STATE, OR LOCAL
ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR ANY
STATE EQUIVALENT, OR ANY SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (II) ANY
DISCHARGE, DISPOSAL, RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL
WHATSOEVER, ON, AT, TO, OR FROM THE PROPERTIES; OR (III) ANY ENVIRONMENTAL
CONDITIONS WHATSOEVER ON, UNDER, OR IN THE VICINITY OF THE PROPERTIES.
(c)
BUYER HAS CONDUCTED PRIOR TO THE EFFECTIVE DATE SUCH
INVESTIGATIONS OF THE PROPERTIES, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL
AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR DESIRABLE TO
SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTIES AND THE EXISTENCE