AND AGREES THAT BUYER IS ACQUIRING THE
PROPERTY IN ITS "AS IS" CONDITION, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY
WARRANTY, EXPRESS OR IMPLIED, AND (B) NEITHER SELLER NOR ANY AGENTS,
REPRESENTATIVES, OR EMPLOYEES OF SELLER HAVE MADE ANY REPRESENTATIONS OR
WARRANTIES, DIRECT OR INDIRECT, ORAL OR WRITTEN, EXPRESS OR IMPLIED, TO BUYER OR
BUYER'S AGENTS WITH RESPECT TO THE CONDITION OF THE PROPERTY, ITS FITNESS FOR
ANY PARTICULAR PURPOSE, OR ITS COMPLIANCE WITH ANY LAWS, AND BUYER IS NOT AWARE
OF AND DOES NOT RELY UPON ANY SUCH REPRESENTATION.
BUYER ACKNOWLEDGES THAT THE
DUE DILIGENCE PERIOD AND THE ENVIRONMENTAL CONTINGENCY PERIOD WILL HAVE AFFORDED
BUYER THE OPPORTUNITY TO MAKE SUCH INSPECTIONS (OR HAVE SUCH INSPECTIONS MADE BY
CONSULTANTS) AS IT DESIRES OF THE PROPERTY AND ALL FACTORS RELEVANT TO ITS USE,
INCLUDING, WITHOUT LIMITATION, THE INTERIOR, EXTERIOR, AND STRUCTURE OF ANY
IMPROVEMENTS ON THE PROPERTY, THE CONDITION OF SOILS AND SUBSURFACES, AND THE
STATUS OF ALL ZONING, PERMITTING AND OTHER ENTITLEMENTS RELEVANT TO THE USE OR
CONTEMPLATED USE OF THE PROPERTY.
BUYER ACKNOWLEDGES THAT DURING THE DUE
DILIGENCE PERIOD AND ENVIRONMENTAL CONTINGENCY PERIOD BUYER AND BUYER'S AGENTS
WILL INDEPENDENTLY AND WITH THE ASSISTANCE OF BUYER'S PROFESSIONAL ADVISORS AND
CONSULTANTS UNDERTAKE WHATEVER NON INVASIVE STUDIES, TESTS AND INVESTIGATION
BUYER DESIRES TO CONDUCT RELATING TO THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, ECONOMIC REVIEWS, ENGINEERING ANALYSES, ENVIRONMENTAL ANALYSES AND
ANALYSES OF THE RECORDS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY HAVING
JURISDICTION OVER THE PROPERTY). EXCEPT AS OTHERWISE PROVIDED HEREIN, BUYER IS
RELYING SOLELY ON ITS OWN INVESTIGATION AS TO THE PROPERTY AND ITS VALUE AND IS
ASSUMING THE RISK THAT ADVERSE PHYSICAL, ECONOMIC OR OTHER CONDITIONS
(INCLUDING, WITHOUT LIMITATION, ADVERSE ENVIRONMENTAL CONDITIONS AND THE STATUS
OF COMPLIANCE WITH THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OF
1990) MAY NOT HAVE BEEN REVEALED BY SUCH INVESTIGATION. BUYER AGREES THAT THE
PROPERTY IS TO BE SOLD TO AND ACCEPTED BY BUYER, AT CLOSING, IN THE CONDITION IT
IS IN AT THE END OF THE ENVIRONMENTAL CONTINGENCY PERIOD "AS-IS."
4.5
RELEASE OF CLAIMS.
(A)
FROM AND AFTER THE CLOSING, BUYER HEREBY COMPLETELY RELEASES AND
FOREVER DISCHARGES SELLER AND SELLER'S PARTNERS, AFFILIATES, EMPLOYEES,
SUCCESSORS, ASSIGNS, HEIRS, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ALL
CLAIMS, LIABILITIES, DEMANDS, JUDGMENTS, DAMAGES, LOSSES, AND COSTS
(COLLECTIVELY, "CLAIMS") ARISING FROM OR RELATED TO THE FOLLOWING:
(I) ANY
HAZARDOUS MATERIALS IN, ON, BENEATH, DISCHARGED FROM, MIGRATING FROM, DISCHARGED
TO OR MIGRATING TO THE PROPERTY, INCLUDING THE SOIL OR GROUNDWATER THEREOF, AT
ANY TIME; AND (II) ANY USE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION OR
DISPOSAL OF HAZARDOUS MATERIALS AT OR FROM THE PROPERTY AFTER THE CLOSING; AND
(III) ANY LATENT OR PATENT DEFECT AFFECTING THE PROPERTY (COLLECTIVELY, THE
"RELEASED MATTERS").
AS USED IN THIS AGREEMENT, THE TERM "HAZARDOUS MATERIALS"
SHALL HAVE THE MEANING SET FORTH IN EXHIBIT "B" ATTACHED HERETO.
IN CONNECTION
WITH SUCH WAIVER AND RELINQUISHMENT, BUYER ACKNOWLEDGES THAT IT IS AWARE THAT IT
HEREAFTER MAY DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE
WHICH IT NOW KNOWS OR