PROPERTIES (OR THE PRESENCE OF ANY MATTER OR
SUBSTANCE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY), INCLUDING,
BUT NOT LIMITED TO, CLAIMS AND/OR LIABILITIES RELATING TO (IN ANY MANNER
WHATSOEVER) ANY HAZARDOUS, TOXIC OR DANGEROUS MATERIALS OR SUBSTANCES LOCATED
IN, AT, ABOUT, OR UNDER THE PROPERTIES, OR FOR ANY AND ALL CLAIMS OR CAUSES OF
ACTION (ACTUAL OR THREATENED) BASED ON, IN CONNECTION WITH, OR ARISING OUT OF
ENVIRONMENTAL LAW OR ANY OTHER CLAIM OR CAUSE OF ACTION (INCLUDING ANY FEDERAL
OR STATE BASED STATUTORY, REGULATORY, OR COMMON LAW CAUSE OF ACTION) RELATED TO
ENVIRONMENTAL MATTERS OR LIABILITY WITH RESPECT TO OR AFFECTING THE PROPERTIES.
PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT
BEFORE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTIES WITH QUALIFIED
PROFESSIONALS OF ITS OWN SELECTION, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL
AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY
ITSELF AS TO THE CONDITION OF THE PROPERTIES AND THE EXISTENCE OR NONEXISTENCE
OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS SUBSTANCES ON OR
DISCHARGED OR RELATED FROM THE PROPERTIES AND WILL RELY SOLELY ON SAME AND NOT
ON ANY INFORMATION PROVIDED BY OR ON BEHALF OF THE SELLER OR SELLER'S AGENTS OR
EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES, AND
COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE CLOSING
AGREEMENTS. UPON CLOSING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT OR THE CLOSING AGREEMENTS, PURCHASER SHALL ASSUME THE RISK THAT
ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S
INVESTIGATIONS, AND PURCHASER, ON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
RELINQUISHED, AND RELEASED SELLER AND ITS SUCCESSORS AND ASSIGNS, FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF
ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING
ATTORNEYS' FEES AND COURT COSTS OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR
UNKNOWN), WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER, AT ANY
TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR
PHYSICAL CONDITIONS, VIOLATION OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT
LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS,
EVENTS, CIRCUMSTANCES, OR MATTERS REGARDING THE PROPERTIES. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE CLOSING AGREEMENTS, PURCHASER HEREBY
RELEASES SELLER FROM ANY OBLIGATION OR RESPONSIBILITY FOR ANY CLEANUP,
REMEDIATION, OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL
CONDITIONS ON THE PROPERTIES SHOULD THE SAME BE REQUIRED AFTER THE CLOSING DATE.
(iii) Inducement. PURCHASER ACKNOWLEDGES AND AGREES THAT THE
PROVISIONS CONTAINED IN THIS ARTICLE WERE A MATERIAL FACTOR IN SELLER'S
ACCEPTANCE OF THE PURCHASE PRICE AND THAT SELLER WAS UNWILLING TO SELL THE
PROPERTIES OR THE MEMBERSHIP INTERESTS TO PURCHASER UNLESS SELLER IS RELEASED AS
EXPRESSLY SET FORTH ABOVE. PURCHASER WITH PURCHASER'S COUNSEL, HAS FULLY
REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND
UNDERSTANDS THE SIGNIFICANCE AND EFFECT