OTHER THAN PURCHASER HAS ANY CONDITIONAL OR
UNCONDITIONAL RIGHT AND/OR OPTION TO PURCHASE THE EXISTING LEASE OR, TO SELLER'S
KNOWLEDGE, THE PREMISES.
(XII)
THERE SHALL BE NO SERVICE AGREEMENTS, MAINTENANCE AGREEMENTS,
SUPPLY AGREEMENTS OR ANY OTHER CONTRACTS AND AGREEMENTS AFFECTING THE PREMISES
AT CLOSING THAT PURCHASER SHALL BE OBLIGATED TO TAKE TITLE SUBJECT TO.
(XIII)
SELLER HAS NO ACTUAL KNOWLEDGE THAT THERE EXISTS AT, ON OR UNDER
THE PROPERTY ANY ENVIRONMENTAL CONDITION (AS HEREINAFTER DEFINED) WHICH BOTH
(I) PURCHASER HAS NO KNOWLEDGE OF, INCLUDING AS MAY BE CONTAINED IN ANY
THIRD-PARTY REPORTS CONDUCTED BY OR FOR THE BEHALF OF PURCHASER, AND (II) COULD
NOT OR WOULD NOT REASONABLY BE INDICATED, ASCERTAINED OR INFERRED THROUGH
ROUTINE DUE DILIGENCE OF THE PROPERTY, SUCH DUE DILIGENCE TO INCLUDE A PHASE I
ENVIRONMENTAL AUDIT (AND, IF WOULD BE RECOMMENDED BY A PHASE I PREPARED BY A
QUALIFIED PROFESSIONAL ENVIRONMENTAL ENGINEER, A PHASE II ENVIRONMENTAL AUDIT)
AND A PHYSICAL INSPECTION.
AS REFERENCED HEREIN, THE TERM "ENVIRONMENTAL
CONDITION" MEANS THE PRESENCE OF ANY HAZARDOUS MATERIALS (AS HEREINAFTER
DEFINED) ON, AT OR UNDER THE PROPERTY IN VIOLATION OF ENVIRONMENTAL LAWS (AS
HEREINAFTER DEFINED).
AS REFERENCE HEREIN, "HAZARDOUS MATERIAL" SHALL MEAN ALL
MATERIALS AND SUBSTANCES NOW OR HEREAFTER SUBJECT TO ANY ENVIRONMENTAL LAWS.
AS
REFERENCED HEREIN, THE TERM "ENVIRONMENTAL LAWS" MEAN THE PROVISIONS OF
17
ALL STATUTES, LAWS, ORDINANCES, RULES AND REGULATIONS OF THE GOVERNMENTAL
BODIES, LOCAL, STATE OR FEDERAL, HAVING JURISDICTION OVER THE PROPERTY NOW OR
HEREAFTER APPLICABLE TO THE PROPERTY, INCLUDING FWPCA, CERCLA, THE HAZARDOUS
MATERIALS TRANSPORTATION CONTROL ACT, THE RESOURCE CONSERVATION AND RECOVERY
ACT, THE SAFE DRINKING WATER ACT, 42 U.S.C. § 300 ET SEQ., THE CLEAN AIR ACT,
THE SOLID WASTE DISPOSAL ACT, 42 U.S.C. § 6901 ET SEQ., THE TOXIC SUBSTANCES
CONTROL ACT, THE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT OF 1986, 42
U.S.C. § 11001 ET SEQ., THE RADON GAS AND INDOOR AIR QUALITY RESEARCH ACT, 42
U.S.C. § 7401 ET SEQ., THE SUPERFUND AMENDMENT REAUTHORIZATION ACT OF 1986, 42
U.S.C. § 9601 ET SEQ., THE LEAD-BASED PAINT POISONING PREVENTION ACT, 42 U.S.C.
§ 4821 ET SEQ.
IT IS AGREED THAT IN THE EVENT THAT ANY NEW (AS DISTINGUISHED
FROM PRESENTLY EXISTING, BUT POSSIBLY UNDISCOVERED) ENVIRONMENTAL CONDITIONS ARE
FIRST CREATED AT, ON OR UNDER THE PROPERTY ON OR AFTER THE DATE HEREOF,
PURCHASER SHALL PROMPTLY NOTIFY SELLER OF THE SAME (AN "ENVIRONMENTAL NOTICE"),
WHEREUPON SELLER SHALL ELECT, IN SELLER'S SOLE DISCRETION, TO EITHER (1) AT
SELLER'S EXPENSE, REMEDIATE SUCH ENVIRONMENTAL CONDITION TO THE EXTENT NECESSARY
TO CAUSE THE SAME TO NO LONGER CONSTITUTE AN ENVIRONMENTAL CONDITION, IN WHICH
CASE SELLER SHALL BE ENTITLED TO ADJOURN THE CLOSING FOR A REASONABLE PERIOD OF
TIME TO EFFECTUATE THE SAME, OR (2) NOT REMEDIATE SUCH ENVIRONMENTAL CONDITION.
SELLER SHALL NOTIFY PURCHASER, IN WRITING, OF ITS ELECTION TO PROCEED UNDER
EITHER CLAUSE "(1)" OR "(2)" ABOVE WITHIN TEN (10) DAYS FOLLOWING RECEIPT OF AN
ENVIRONMENTAL NOTICE.
FOR PURPOSES OF THE PRECEDING SENTENCE, "NEW" SHALL
EXPRESSLY EXCLUDE ANY MATTER CONSTITUTING AN ENVIRONMENTAL CONDITION IF THE SAME