THE CLOSING DOCUMENTS, AND THAT BUYER SHALL
PURCHASE THE PROPERTY BASED UPON BUYER'S OWN PRIOR INVESTIGATION AND EXAMINATION
OF THE PROPERTY. IF BUYER ELECTS NOT TO INSPECT THE PROPERTY OR TO TERMINATE
THIS AGREEMENT ON OR BEFORE THE EXPIRATION OF THE INSPECTION PERIOD, SUCH
ELECTION WILL BE MADE AT BUYER'S SOLE DISCRETION, IN RELIANCE SOLELY UPON THE
TESTS, ANALYSES, INSPECTIONS AND INVESTIGATIONS THAT BUYER MAKES, OR HAD THE
RIGHT BUT OPTED NOT TO MAKE, OR OTHERWISE FAILED TO MAKE, AND NOT IN RELIANCE
UPON ANY ALLEGED REPRESENTATION MADE BY OR ON BEHALF OF SELLER, OTHER THAN AS
EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS.
5.4.4
ASSUMPTION/RELEASE. EXCEPT AS EXPRESSLY STATED HEREIN OR IN THE CLOSING
DOCUMENTS:
(a)
UPON CLOSING, BUYER ASSUMES (I) THE RISK OF ADVERSE MATTERS, INCLUDING
ADVERSE PHYSICAL CONDITIONS, DEFECTS, CONSTRUCTION DEFECTS, ENVIRONMENTAL,
HEALTH, SAFETY AND WELFARE MATTERS THAT MAY NOT HAVE BEEN REVEALED BY BUYER'S
INSPECTIONS, (II) THE RISK OF CHANGES IN THE ENVIRONMENTAL LAWS OR OTHER
APPLICABLE LAWS AND REGULATIONS RELATING TO PAST, PRESENT AND FUTURE
ENVIRONMENTAL CONDITIONS AND (III) THE RISK THAT ADVERSE PHYSICAL
CHARACTERISTICS AND CONDITIONS, INCLUDING THE PRESENCE OF HAZARDOUS MATERIALS OR
OTHER CONTAMINANTS, MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION.
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(b)
UPON CLOSING, BUYER, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS
AND ASSIGNS, WAIVES, RELEASES AND FOREVER DISCHARGES SELLER AND SELLER'S AGENTS,
MEMBERS, EMPLOYEES, DIRECTORS, OFFICERS, AFFILIATES, INTEREST HOLDERS, PROPERTY
MANAGERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM ANY AND ALL RIGHTS,
CLAIMS, OBJECTIONS, COMPLAINTS AND DEMANDS, AT LAW OR IN EQUITY, WHETHER KNOWN
OR UNKNOWN AS OF THE EFFECTIVE DATE, AND WHETHER ARISING BEFORE OR AFTER THE
EFFECTIVE DATE, THAT BUYER HAS NOW OR MAY HAVE IN THE FUTURE, ARISING OUT OF THE
PHYSICAL, ENVIRONMENTAL, ECONOMIC, LEGAL OR OTHER CONDITION OF THE PROPERTY,
INCLUDING ANY OBLIGATIONS OF SELLER UNDER THE LEASES RELATING TO THE PHYSICAL,
ENVIRONMENTAL, ECONOMIC OR LEGAL COMPLIANCE STATUS OF THE PROPERTY, AND
INCLUDING ALL CLAIMS IN TORT OR CONTRACT AND ANY CLAIM FOR INDEMNIFICATION OR
CONTRIBUTION ARISING UNDER CERCLA, RCRA, OR ANY SIMILAR FEDERAL, STATE OR LOCAL
STATUTE, RULE OR REGULATION, AND ALL OTHER TITLE OR DUE DILIGENCE MATTERS
DESCRIBED WHETHER DESCRIBED IN THIS AGREEMENT OR NOT. THE FOREGOING WAIVER AND
RELEASE SHALL NOT BE CONSTRUED TO WAIVE OR RELEASE ANY CLAIMS OF BUYER OTHERWISE
EXPRESSLY ARISING UNDER THIS AGREEMENT.
(c)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, BUYER DOES NOT
WAIVE, DISCHARGE OR RELEASE SELLER FROM CLAIMS ARISING OUT OF SELLER'S FRAUD
THAT AROSE DURING OR RELATE TO THE PERIOD PRIOR TO THE CLOSING DATE ("EXCLUDED
CLAIMS").
5.4.5
Acceptance of Deed. The recording of the Deed (as hereinafter defined)
from the escrow established to effectuate the Closing shall be deemed the full
compliance by Seller of all of the Seller's obligations under this Agreement
except for those obligations of Seller which are specifically stated to survive
the Closing or the delivery of the Deed hereunder.
5.4.6
Negotiated Purchase Price; Survival. It is understood and agreed that
the Purchase Price has