PROVIDENT'S FAILURE TO
COMPLY
5
WITH ENVIRONMENTAL AND SAFETY REQUIREMENTS RELATING TO ANY OF THE PROVIDENT'S
OWNED OR LEASED FACILITIES USED IN THE CONDUCT OF ITS BUSINESS IN CONNECTION
WITH THE UNIT.
FOR PURPOSES OF THIS AGREEMENT, "ENVIRONMENTAL AND SAFETY
REQUIREMENTS" MEANS ALL FEDERAL, STATE, FOREIGN AND LOCAL LAWS, RULES,
REGULATIONS, ORDINANCES, ORDERS, STATUTES, AND REQUIREMENTS RELATING TO PUBLIC
HEALTH AND SAFETY, WORKER HEALTH AND SAFETY, POLLUTION AND PROTECTION OF THE
ENVIRONMENT (INCLUDING WITHOUT LIMITATION THE HANDLING OF ANY POLLUTED, TOXIC OR
HAZARDOUS MATERIALS), ALL AS AMENDED THROUGH THE DATE OF THIS AGREEMENT.
FOR
PURPOSES OF THIS AGREEMENT, "KNOWLEDGE" WHETHER CAPITALIZED OR NOT, MEANS THE
ACTUAL AWARENESS OF SUCH FACT OR MATTER OF A SELLER.
ON OR BEFORE CLOSING,
SELLERS WILL CAUSE TO BE DELIVERED TO BUYER ANY AND ALL WRITTEN CORRESPONDENCE
RECEIVED BY PRISM FROM BLM / BIA, FOR BUYER'S REVIEW.
(H)
NO BROKER'S FEE.
BUYER WILL NOT INCUR ANY
LIABILITY FOR ANY FINANCIAL ADVISORY FEES, BROKERAGE FEES, COMMISSIONS OR
FINDERS' FEES DUE OR CLAIMED TO BE DUE TO ANY BROKER, FINDER, AGENT,
REPRESENTATIVE, CONSULTANT, OR SIMILAR PERSON RETAINED BY OR WHOSE CLAIMS ARISE
FROM CONTACT WITH ANY SELLER, PRISM OR PROVIDENT, OR ANY AFFILIATES OF A SELLER,
AS A RESULT OF THE CLOSING OF THE TRANSACTION.
(I)
LITIGATION.
EXCEPT AS LISTED IN
SCHEDULE 5(H), THERE IS NO SUIT, ACTION, CLAIM, INVESTIGATION, LITIGATION OR
PROCEEDING PENDING, OR TO ANY SELLER'S KNOWLEDGE THREATENED, AGAINST OR WITH
RESPECT TO PRISM OR PROVIDENT (SEPARATELY, A "COMPANY" AND COLLECTIVELY, THE
"COMPANIES') OR ANY OF THEIR RESPECTIVE BUSINESSES OR ASSETS.
NEITHER COMPANY
IS OPERATING UNDER, SUBJECT TO OR BOUND BY, AND NONE OF THEIR RESPECTIVE ASSETS
IS SUBJECT TO OR BOUND BY, ANY JUDGMENT, DECREE, INJUNCTION, WRIT, PROHIBITION
OR ORDER OF ANY COURT OR FEDERAL, STATE, MUNICIPAL OR OTHER GOVERNMENTAL BODY OR
AGENCY OR ARBITRATOR.
(J)
DISCLAIMERS.
THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED HEREIN ARE EXCLUSIVE AND ARE
IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, AND SELLERS EXPRESSLY DISCLAIM ANY AND ALL SUCH OTHER
REPRESENTATIONS AND WARRANTIES.
WITHOUT LIMITATION OF THE FOREGOING, THE STOCK
AND CONSEQUENTLY THE UNIT SHALL BE CONVEYED PURSUANT HERETO WITHOUT ANY OTHER
WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE
RELATING TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, AND, EXCEPT
AS PROVIDED OTHERWISE HEREIN, WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR
OTHER WARRANTY OR REPRESENTATION WHATSOEVER.
BUYER SHALL HAVE INSPECTED, OR
WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT,
THE UNIT FOR ALL PURPOSES AND SATISFIED ITSELF AS TO ITS PHYSICAL CONDITION,
BOTH SURFACE AND SUBSURFACE.
BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF
THE UNIT, AND BUYER SHALL ACCEPT ALL OF THE SAME IN ITS "AS IS", "WHERE IS"
CONDITION.
ALSO WITHOUT LIMITATION OF THE FOREGOING, BUT SUBJECT TO THE EXPRESS
REPRESENTATIONS MADE IN THIS AGREEMENT ONLY, SELLERS MAKE NO ADDITIONAL WARRANTY
OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR