BY PARTNERSHIP, TRANSFERORS AND TRANSFERORS'
AFFILIATES, THEIR AGENTS OR REPRESENTATIVES, ANY REAL ESTATE BROKER, INCLUDING,
WITHOUT LIMITATION, THE BROKER, OR OTHER PERSON OR ENTITY.
10.3.
(A)
ACQUIRER AND ANYONE CLAIMING BY, THROUGH OR
UNDER ACQUIRER, HEREBY FULLY RELEASES PARTNERSHIP, TRANSFERORS AND TRANSFERORS'
AFFILIATES, AND ALL OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS,
REPRESENTATIVES, AND AGENTS (COLLECTIVELY, THE "RELEASEES") FROM ANY AND ALL
CLAIMS THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE RELEASEES FOR ANY
COSTS, LOSSES, LIABILITIES, DAMAGES, EXPENSES, DEMANDS, ACTIONS OR CAUSES OF
ACTION, WHETHER FORESEEN OR UNFORESEEN, ARISING OUT OF OR RELATED TO (I) ANY
CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS ON OR IN THE PROPERTY, (II) THE PAST,
PRESENT, OR FUTURE PRESENCE OF ENVIRONMENTALLY HAZARDOUS MATERIALS
32
(AS DEFINED BELOW IN SECTION 10.3(B)) ON OR IN THE PROPERTY, (III) COMPLIANCE OR
NON-COMPLIANCE WITH ANY ENVIRONMENTAL LAWS (AS DEFINED BELOW IN SECTION
10.3(B)), (IV) THE OFF-SITE PRESENCE OF ENVIRONMENTALLY HAZARDOUS MATERIALS
GENERATED AT THE PROPERTY OR (V) SUBJECT TO THE TERMS OF THIS AGREEMENT, ANY
OTHER CONDITIONS AFFECTING THE PROPERTY. IN FURTHERANCE OF THE FOREGOING
RELEASE, ACQUIRER HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES WHATSOEVER,
EXPRESS OR IMPLIED, ACQUIRER MAY HAVE AGAINST THE RELEASEES ARISING OUT OF OR
RESULTING FROM THE MATTERS SET FORTH IN THE FOREGOING CLAUSES (I) THROUGH (V),
INCLUDING, WITHOUT LIMITATION, THE RIGHT TO RESCIND THIS AGREEMENT AND SEEK
DAMAGES FOR NON-COMPLIANCE WITH ENVIRONMENTAL LAWS, AND THAT IN CONNECTION WITH
SUCH MATTERS, ACQUIRER SHALL LOOK SOLELY TO PARTNERSHIP'S AND TRANSFERORS'
PREDECESSORS OR TO SUCH CONTRACTORS AND CONSULTANTS AS MAY HAVE CONTRACTED FOR
WORK IN CONNECTION WITH THE PROPERTY FOR ANY REDRESS OR RELIEF.
THE WAIVERS AND
RELEASES SET FORTH IN THIS SECTION 10 SHALL SURVIVE THE CLOSING OR EARLIER
TERMINATION OF THIS AGREEMENT.
(B)
AS USED HEREIN, THE TERM "ENVIRONMENTALLY
HAZARDOUS MATERIALS" SHALL INCLUDE, WITHOUT LIMITATION, (I) THOSE SUBSTANCES
WHICH ARE DEFINED AS "HAZARDOUS SUBSTANCES", "EXTREMELY HAZARDOUS SUBSTANCES",
"POLLUTANTS", "CONTAMINANTS", "HAZARDOUS MATERIALS", "HAZARDOUS WASTE", "TOXIC
POLLUTANTS", "TOXIC SUBSTANCES", "REGULATED SUBSTANCES", "RESTRICTED OR SPECIAL
WASTES" OR OTHER SIMILAR DESIGNATIONS, OR OTHERWISE ARE OR SHALL BECOME LISTED,
REGULATED OR ADDRESSED, IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT OF 1980, 42 U.S.C. § 9601, ET SEQ.; THE RESOURCE
CONSERVATION AND RECOVERY ACT, 42 U.S.C. § 6901, ET SEQ.; THE TOXIC SUBSTANCES
CONTROL ACT, 15 U.S.C. § 2601, ET SEQ.; THE CLEAN AIR ACT, 42 U.S.C. § 7501, ET
SEQ., THE CLEAN WATER ACT, 33 U.S.C. § 1251 ET SEQ., THE OCCUPATIONAL HEALTH AND
SAFETY ACT, 29 U.S.C. § 655 ET SEQ.; ALL AS AMENDED, OR ANY OTHER FEDERAL, STATE
OR LOCAL STATUTE, LAW, ORDINANCE, RESOLUTION, CODE, RULE, REGULATION, ORDER OR
DECREE REGULATING, RELATING TO, OR IMPOSING LIABILITY OR STANDARDS OF CONDUCT
FOR ENVIRONMENTAL PROTECTION (COLLECTIVELY, THE "ENVIRONMENTAL LAWS"), (II)
PETROLEUM OR CRUDE OIL OTHER THAN PETROLEUM AND PETROLEUM PRODUCTS WHICH ARE
CONTAINED WITHIN REGULARLY OPERATED MOTOR VEHICLES, (III) ASBESTOS OR ASBESTOS
CONTAINING MATERIALS AND (IV) ENVIRONMENTALLY HAZARDOUS MATERIALS PRESENT ON THE
PROPERTY DUE TO OFF-SITE DISPOSAL OF SAME WHETHER OR NOT GENERATED AT THE