HAVE BEEN OR WHICH MAY BE PROVIDED TO THE PURCHASER);
THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS; THE CONFORMITY OF ANY PROPERTY TO
PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING CODE REQUIREMENTS OR THE
COMPLIANCE OF ANY PROPERTY WITH ANY OTHER LEGAL REQUIREMENTS; THE CONDITION OF
TITLE TO ANY PROPERTY; THE FINANCIAL EARNING CAPACITY OR HISTORY OR EXPENSE
HISTORY OF THE OPERATION OF ANY PROPERTY; THE EXISTENCE, QUALITY, NATURE,
ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING ANY PROPERTY; THE
DEVELOPMENT POTENTIAL OF ANY PROPERTY, AND THE USE, HABITABILITY,
MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF ANY PROPERTY FOR
ANY PARTICULAR PURPOSE; THE NATURE AND EXTENT OF ANY ENCUMBRANCES; THE EXISTENCE
OR NON-EXISTENCE OF ANY SOIL INSTABILITY WITH RESPECT TO ANY PROPERTY; PAST SOIL
REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL WITH RESPECT TO ANY PROPERTY;
SUSCEPTIBILITY OF ANY PROPERTY TO LANDSLIDES; SUFFICIENCY OF UNDERSHORING WITH
RESPECT TO ANY PROPERTY; SUFFICIENCY OF
58
DRAINAGE WITH RESPECT TO ANY PROPERTY; WHETHER THE PROPERTIES ARE LOCATED WHOLLY
OR PARTIALLY IN A FLOOD PLAIN OR A FLOOD HAZARD BOUNDARY OR SIMILAR AREA OR THE
EXISTENCE OR NON-EXISTENCE OF HAZARDOUS WASTE OR OTHER TOXIC MATERIALS OF ANY
KIND (INCLUDING, WITHOUT LIMITATION, ASBESTOS) ON, UNDER OR OTHERWISE AFFECTING
ANY PROPERTY, (B) ANY OTHER ASSET, EITHER AS TO ITS FITNESS FOR ANY PARTICULAR
PURPOSE OR USE, ITS DESIGN OR CONDITION OR OTHERWISE, OR AS TO DEFECTS IN THE
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT OR (C) ANY
OTHER MATTER WHATSOEVER; IT BEING AGREED THAT, EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN OR IN ANY OF THE SELLERS' DOCUMENTS, ALL RISKS RELATING TO THE
DESIGN, CONDITION AND/OR PAST, PRESENT OR FUTURE USE OF THE PROPERTIES AND THE
OTHER ASSETS ARE TO BE BORNE, AS BETWEEN THE SELLERS AND THE PURCHASER, BY THE
PURCHASER.
AS OF THE CONSUMMATION OF THE CLOSING, EXCEPT WITH RESPECT TO ANY
CLAIMS THAT MAY THEREAFTER ARISE AS A RESULT OF (1) ANY SELLER'S BREACH OF ANY
OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OR ANY SELLER'S BREACH OF ANY OF
ITS EXPRESS OBLIGATIONS HEREUNDER, (2) TO THE EXTENT THAT THE HANOVER WORK IS
NOT COMPLETED PRIOR TO THE CLOSING DATE, ANY FAILURE BY TEDESCHI REALTY TO
COMPLETE THE HANOVER WORK OR, TO THE EXTENT APPLICABLE, THE HANOVER UST PLAN OF
REMEDIATION, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.4(F) OR (3) TO THE
EXTENT THAT THE TARGET ESTOPPEL CERTIFICATE OR THE WALMART ESTOPPEL CERTIFICATES
ARE NOT OBTAINED PRIOR TO THE CLOSING OR REVEAL ANY ALLEGED DEFAULTS BY ANY
SELLER UNDER THE APPLICABLE RECIPROCAL EASEMENT AGREEMENT REFERRED TO THEREIN,
ANY FAILURE BY THE SELLERS TO DELIVER THE SAME TO THE PURCHASER AND/OR SATISFY
THE OBLIGATIONS SET FORTH IN SECTION 3.4(P), AS BETWEEN THE SELLERS AND THE
PURCHASER, THE PURCHASER ASSUMES ALL RISK OF (I) THE PHYSICAL, ENVIRONMENTAL AND
FINANCIAL CONDITION OF THE PROPERTIES AND THE OTHER ASSETS, (II) THE SUITABILITY
OF THE PROPERTIES AND THE OTHER ASSETS FOR OPERATION FOR ANY CURRENT OR FUTURE
INTENDED USE, (III) THE COMPLIANCE OR