FROM ANY LIABILITY TO OR CLAIMS
OF PURCHASER FOR OR ON THE BASIS OF ANY OF THE FOREGOING. THE PURCHASER'S WAIVER
AND RELEASE PURSUANT TO THIS SECTION 7.5(a) SHALL SURVIVE THE CLOSING OR THE
TERMINATION OF THIS AGREEMENT.
(b)
PURCHASER ACKNOWLEDGES THAT HAVING HAD THE OPPORTUNITY TO INSPECT THE
PROPERTY, HAVING HAD THE
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OPPORTUNITY TO OBSERVE ITS PHYSICAL CHARACTERISTICS AND EXISTING CONDITIONS AND
HAVING HAD THE OPPORTUNITY TO CONDUCT SUCH INVESTIGATION AND STUDY ON AND OF THE
PROPERTY AND ADJACENT AREAS AS IT DEEMS NECESSARY, PURCHASER HEREBY WAIVES, AND
RELEASES ALL OF THE SELLER PARTIES FROM, ANY AND ALL OBJECTIONS TO OR COMPLAINTS
REGARDING SUCH CHARACTERISTICS AND CONDITIONS OF THE PROPERTY (INCLUDING, BUT
NOT LIMITED TO, FEDERAL, STATE OR COMMON LAW BASED ACTIONS AND ANY PRIVATE RIGHT
OF ACTION UNDER STATE AND FEDERAL LAW TO WHICH THE PROPERTY IS OR MAY BE
SUBJECT, INCLUDING, BUT NOT LIMITED TO, CERCLA AND RCRA, PHYSICAL
CHARACTERISTICS AND EXISTING CONDITIONS, INCLUDING, WITHOUT LIMITATION,
STRUCTURAL AND GEOLOGIC CONDITIONS, SUBSURFACE SOIL AND WATER CONDITIONS AND
SOLID AND HAZARDOUS WASTE AND HAZARDOUS SUBSTANCES) ON, UNDER, ADJACENT TO OR
OTHERWISE AFFECTING THE PROPERTY. PURCHASER FURTHER HEREBY ASSUMES, AND RELEASES
ALL OF THE SELLER PARTIES FROM, THE RISK OF CHANGES IN APPLICABLE LAWS AND
REGULATIONS RELATING TO PAST, PRESENT AND FUTURE ENVIRONMENTAL CONDITIONS ON THE
PROPERTY, AND THE RISK THAT ADVERSE PHYSICAL CHARACTERISTICS AND CONDITIONS,
INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS SUBSTANCES OR OTHER
CONTAMINANTS, MAY NOT BE REVEALED BY ITS INVESTIGATIONS PERMITTED HEREUNDER.
(c)
In connection with the releases by Purchaser of the Seller Parties in
Sections 7.5(a) and 7.5(b), Purchaser, on behalf of itself and all of its
affiliates, expressly waives all rights under California Civil Code Section
1542, which provides that:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
The foregoing releases in Sections 7.5(a) and 7.5(b) shall apply with respect to
any liability of Seller to Purchaser in respect of a claim or action brought by
a private party or by a governmental authority under any statute or common law
now or hereafter in effect, including, without limitation, any statute or common
law which imposes strict liability, and is intended to apply with respect to any
claim or action arising before or after the Closing Date or before or after the
conveyance of all or any portion of the Property. It is the intent of Seller and
Purchaser that the releases in Section 7.5(a) and 7.5(b) be construed to give
Seller and the other Seller Parties the broadest possible releases consistent
with the terms of this Agreement.
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(d)
This Section 7.5 shall survive the Closing and the delivery of the Deed or
the termination of this Agreement for any reason.
VIII. CLOSING
8.1
Closing Date. The Closing shall be held in the offices of the Escrow