PROPERTY WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING ZONING AND BUILDING
CODES, AND THE AMERICAN WITH DISABILITIES ACT, OR THE STATUS OF DEVELOPMENT OR
USE RIGHTS RESPECTING THE PROPERTY), THE FINANCIAL CONDITION OF THE PROPERTY OR
ANY OTHER REPRESENTATION OR WARRANTY RESPECTING ANY INCOME, EXPENSES, CHARGES,
LIENS OR ENCUMBRANCES, RIGHTS OR CLAIMS ON AFFECTING OR PERTAINING TO THE
PROPERTY OR ANY PART THEREOF. BUYER ACKNOWLEDGES THAT, DURING THE DUE DILIGENCE
PERIOD, BUYER WILL EXAMINE, REVIEW AND INSPECT ALL MATTERS WHICH IN BUYER'S
JUDGMENT BEAR UPON THE PROPERTY AND ITS VALUE AND SUITABILITY FOR BUYER'S
PURPOSES. BUYER WILL ACQUIRE THE PROPERTY SOLELY ON THE BASIS OF ITS OWN
PHYSICAL AND FINANCIAL EXAMINATIONS, REVIEW AND INSPECTIONS AND THE TITLE
INSURANCE PROTECTION AFFORDED BY THE OWNER'S POLICY, AND WITHOUT LIMITING THE
FOREGOING, BUYER WAIVES ANY RIGHT IT OTHERWISE MAY HAVE AT LAW OR IN EQUITY
INCLUDING WITHOUT LIMITATION, THE RIGHT TO SEEK DAMAGES FROM SELLER IN
CONNECTION WITH THE PROPERTY INCLUDING THE ENVIRONMENTAL CONDITION OF THE
PROPERTY, INCLUDING ANY RIGHT OF CONTRIBUTION UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT. THE PROVISIONS OF THIS
SECTION SHALL SURVIVE THE CLOSING.
(b)
NO REPRESENTATIONS OR WARRANTIES: NEITHER SELLER NOR ANY AGENT, ADVISOR,
REPRESENTATIVE, AFFILIATE, EMPLOYEE, DIRECTOR,
PARTNER, MEMBER, MANAGER, SERVANT, SHAREHOLDER, OR OTHER PERSON OR ENTITY ACTING
ON SELLER'S BEHALF OR OTHERWISE RELATED TO OR AFFILIATED WITH SELLER
(COLLECTIVELY, "SELLER RELATED PARTIES") MAKES ANY REPRESENTATION OR WARRANTY AS
TO THE TRUTH, ACCURACY OR COMPLETENESS OR ANY STUDIES, DOCUMENTS, REPORTS OR
OTHER INFORMATION PROVIDED TO OR PRODUCED FOR BUYER HEREUNDER AND EXPRESSLY
DISCLAIMS ANY IMPLIED REPRESENTATIONS AS TO ANY MATTER DISCLOSED OR OMITTED. THE
PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING.
(c)
HAZARDOUS MATERIALS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF
SELLER SET FORTH IN SECTION 11, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS
TO THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS (HEREINAFTER DEFINED) IN,
ON, UNDER OR ABOUT THE PROPERTY. BUYER SPECIFICALLY WAIVES ANY PRIVATE RIGHT OF
ACTION PROVIDED UNDER ANY ENVIRONMENTAL LAWS (HEREINAFTER DEFINED) TO RECOVER OR
BE REIMBURSED FOR ANY LIABILITIES, COSTS, FEES, OR EXPENSES FROM THE SELLER.
BUYER AGREES TO ACCEPT COMPLETE RESPONSIBILITY FOR THE ALLOCATION OF ANY
RESPONSE COSTS UNDER ANY ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION,
CERCLA). "HAZARDOUS MATERIALS" SHALL MEAN MATERIALS, WASTES OR SUBSTANCES THAT
ARE (A) INCLUDED WITHIN THE DEFINITION OF ANY ONE OR MORE OF THE TERMS
"HAZARDOUS SUBSTANCES", "HAZARDOUS MATERIALS", "TOXIC SUBSTANCES", "TOXIC
POLLUTANTS" AND "HAZARDOUS WASTE" IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. SECTIONS 9601, ET
SEQ.) ("CERCLA"), THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 (42 U.S.C.
SECTION 6901, ET SEQ.), THE CLEAN WATER ACT (33 U.S.C. SECTION 1251, ET SEQ.),
THE SAFE DRINKING WATER ACT (14 U.S.C. SECTION 1401, ET SEQ.), THE HAZARDOUS
MATERIALS TRANSPORTATION ACT (49 U.S.C. SECTION 1801, ET SEQ.), AND THE TOXIC
SUBSTANCE CONTROL ACT (15 U.S.C. SECTION 2601, ET SEQ.) AND THE REGULATIONS
PROMULGATED PURSUANT TO SUCH LAWS, (B) REGULATED, OR CLASSIFIED AS HAZARDOUS OR
TOXIC, UNDER FEDERAL, STATE