OF
SUCH REPORTS, MATERIALS, INFORMATION AND DATA EXCEPT AS OTHERWISE PROVIDED IN
THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT ANY SUCH REPORTS, MATERIALS,
INFORMATION AND DATA MADE AVAILABLE TO PURCHASER ARE MADE AVAILABLE AS A
CONVENIENCE AND AN ACCOMMODATION ONLY, AND THAT SELLER HAS REQUESTED PURCHASER
TO INSPECT FULLY THE PROPERTY AND INVESTIGATE ALL MATTERS RELEVANT THERETO AND
TO RELY SOLELY UPON THE RESULTS OF PURCHASER'S OWN INSPECTIONS OR OTHER
INFORMATION OBTAINED OR OTHERWISE AVAILABLE TO PURCHASER, RATHER THAN ANY
INFORMATION THAT MAY HAVE BEEN PROVIDED BY SELLER TO PURCHASER, SUBJECT TO THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE DOCUMENTS
DELIVERED AT CLOSING.
EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN SUBSECTION 5.1 AND
IN THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER WAIVES AND RELEASES SELLER FROM
ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR RELATING TO THE CONDITION,
OPERATION OR ECONOMIC PERFORMANCE OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE PRESENCE OR ALLEGED PRESENCE OF
Purchase and Sale Agreement
2
ASBESTOS OR HARMFUL OR TOXIC SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY
INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER OR ON ACCOUNT OF (I) THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS
THE SAME MAY HAVE BEEN OR MAY BE AMENDED FROM TIME TO TIME, AND SIMILAR STATE
STATUTES, AND ANY REGULATIONS PROMULGATED THEREUNDER; (II) ANY OTHER FEDERAL,
STATE OR LOCAL LAW, ORDINANCE, RULE OR REGULATION, NOW OR HEREAFTER IN EFFECT,
THAT DEALS WITH OR OTHERWISE IN ANY MANNER RELATES TO, ENVIRONMENTAL MATTERS OF
ANY KIND; OR (III) THE COMMON LAW.
THE TERMS AND PROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING HEREUNDER.
Purchaser's Initials
Seller's Initials
1.3 Agreement to Convey. Seller agrees to convey, and Purchaser agrees to
accept, title to the Land and Improvements by special warranty deed in the
condition described in Section 3.4 and title to the Personal Property, by bill
of sale, without warranty as to the condition of such personalty.
2. Price and Payment.
2.1 Purchase Price. The purchase price for the Property (the "Purchase Price")
is FIFTY-FOUR MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($54,500,000.00)
U.S. All references in this Agreement to dollars means United States Dollars.
2.2 Payment. Payment of the Purchase Price is to be made in cash as follows:
2.2.1(a) Within two (2) business days after the Effective Date of this
Agreement, Purchaser shall deposit earnest money with the Title Company (as
hereinafter defined) in the amount of TWO MILLION AND NO/100 DOLLARS
($2,000,000.00) (the "Deposit"). In the event that Purchaser elects to deliver
to Seller the "Closing Notice" in accordance with Section 3.6 hereof on or
before the Approval Date, then the Deposit shall be non-refundable (except as
otherwise specified herein). The Deposit shall be in good funds, either by
cashier's check or by federal wire transfer and shall be delivered to and held
by the Title Company pursuant to the terms, covenants and conditions of this
Agreement. If Purchaser fails to make the Deposit as and when required herewith,
Seller may terminate this