OR ABOUT THE PROPERTIES.
IN CONNECTION WITH THIS SECTION,
BUYER EXPRESSLY WAIVES THE BENEFITS OF ANY PROVISION OR PRINCIPLE OF FEDERAL OR
STATE LAW OR REGULATION THAT MAY LIMIT THE SCOPE OR EFFECT OF THE FOREGOING
WAIVER AND RELEASE TO THE EXTENT APPLICABLE.
FOR PURPOSES OF THIS AGREEMENT,
THE TERM "HAZARDOUS MATERIALS" MEANS ANY SUBSTANCE, CHEMICAL, COMPOUND, PRODUCT,
SOLID, GAS, LIQUID, WASTE, BYPRODUCT, POLLUTANT, CONTAMINANT OR OTHER MATERIAL
THAT IS HAZARDOUS, TOXIC, IGNITABLE, CORROSIVE, CARCINOGENIC OR OTHERWISE
PRESENTS A RISK OF DANGER TO HUMAN, PLANT OR ANIMAL LIFE OR THE ENVIRONMENT OR
THAT IS DEFINED, DETERMINED OR IDENTIFIED AS SUCH IN ANY FEDERAL, STATE OR LOCAL
LAW, RULE OR REGULATION (WHETHER NOW EXISTING OR HEREAFTER ENACTED OR
PROMULGATED) AND ANY JUDICIAL OR ADMINISTRATIVE ORDER OR JUDGMENT, IN EACH CASE
RELATING TO THE PROTECTION OF HUMAN HEALTH, SAFETY AND/OR THE ENVIRONMENT,
INCLUDING, BUT NOT LIMITED TO, AIRBORNE TOXINS OR MOLD, ANY MATERIALS, WASTES OR
SUBSTANCES THAT ARE INCLUDED WITHIN THE DEFINITION OF (A) "HAZARDOUS WASTE" IN
THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT; (B) "HAZARDOUS SUBSTANCES"
IN THE FEDERAL COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
ACT; (C) "POLLUTANTS" IN THE FEDERAL CLEAN WATER ACT; (D) "TOXIC SUBSTANCES" IN
THE FEDERAL TOXIC SUBSTANCES CONTROL ACT; AND (E) "OIL OR HAZARDOUS MATERIALS"
IN THE LAWS OR REGULATIONS OF ANY STATE.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY (INCLUDING THE FOREGOING RELEASE), (A) BUYER SHALL HAVE THE RIGHT TO
DEFEND GOVERNMENT AND THIRD-PARTY CLAIMS BY ALLEGING THAT SELLER (OR SOMEONE
ACTING ON SELLER'S BEHALF), NOT BUYER, IS LIABLE FOR SUCH CLAIMS AND BUYER HAS
NO OBLIGATION TO INDEMNIFY SELLER FOR GOVERNMENTAL OR THIRD PARTY CLAIMS
ASSERTED BEFORE OR AFTER THE CLOSING AS A RESULT OF ANY ACT OR OMISSION TAKEN OR
FAILED TO BE TAKEN BY OR ON SELLER'S BEHALF PRIOR TO THE CLOSING, (B) THE
RELEASE SHALL NOT APPLY TO CLAIMS MADE BY TENANTS OF THE PROPERTY (1) WHO DID
NOT DELIVER AN ESTOPPEL CERTIFICATE TO BUYER AND (2) WHO ALLEGE DEFAULTS BY
SELLER, AS LANDLORD, RELATED TO THE PERIOD OF SELLER'S OWNERSHIP OF THE PROPERTY
AND (C) THE RELEASE SHALL NOT APPLY TO THIRD-PARTY TORT CLAIMS RELATING TO THE
PROPERTY THAT OCCURRED DURING SELLER'S OWNERSHIP OF THE PROPERTY.
SECTION 12.3.
SURVIVAL.
THE PROVISIONS OF THIS ARTICLE XII SHALL
SURVIVE TERMINATION OR THE CLOSING UNTIL THE SURVIVAL DATE SET FORTH IN SECTION
24.9(A) HEREOF.
ARTICLE XIII.
DELIVERIES AT CLOSING.
SECTION 13.1.
DELIVERIES AT CLOSING.
THE FOLLOWING SHALL BE DELIVERED
TO THE TITLE COMPANY, BUYER OR SELLERS, AS SET FORTH BELOW, ON OR BEFORE THE
CLOSING DATE:
(A)
EACH SELLER SHALL EXECUTE AND DELIVER TO THE TITLE COMPANY A SPECIAL
WARRANTY DEED IN THE FORM OF EXHIBIT G ATTACHED HERETO, AN ASSIGNMENT AND
ASSUMPTION AGREEMENT IN THE FORM OF EXHIBIT D ATTACHED HERETO, AND A BILL OF
SALE IN THE FORM OF EXHIBIT U ATTACHED HERETO, AND A POST CLOSING ESCROW
HOLDBACK AGREEMENT, EACH PERTAINING TO THE PROPERTY OWNED BY SUCH SELLER.
38
(B)
EACH SELLER AND BUYER SHALL EXECUTE AND DELIVER TO THE