BUYER IS NOT AWARE OF AND DOES NOT
RELY UPON ANY SUCH REPRESENTATION. BUYER ACKNOWLEDGES THAT THE DUE DILIGENCE
PERIOD WILL HAVE AFFORDED BUYER THE OPPORTUNITY TO MAKE SUCH INSPECTIONS (OR
HAVE SUCH INSPECTIONS MADE BY CONSULTANTS) AS IT DESIRES OF THE PROPERTY AND ALL
FACTORS RELEVANT TO ITS USE, INCLUDING, WITHOUT LIMITATION, THE INTERIOR,
EXTERIOR, AND STRUCTURE OF ANY IMPROVEMENTS ON THE PROPERTY, THE CONDITION OF
SOILS AND SUBSURFACES, AND THE STATUS OF ALL ZONING, PERMITTING AND OTHER
ENTITLEMENTS RELEVANT TO THE USE OR CONTEMPLATED USE OF THE PROPERTY. BUYER
ACKNOWLEDGES THAT DURING THE DUE DILIGENCE PERIOD BUYER AND BUYER'S AGENTS WILL
HAVE HAD THE OPPORTUNITY TO INDEPENDENTLY AND WITH THE ASSISTANCE OF BUYER'S
PROFESSIONAL ADVISORS AND CONSULTANTS UNDERTAKE WHATEVER NON INVASIVE STUDIES,
TESTS AND INVESTIGATION BUYER DESIRES TO CONDUCT RELATING TO THE PROPERTY
(INCLUDING, WITHOUT LIMITATION, ECONOMIC REVIEWS, ENGINEERING ANALYSES,
ENVIRONMENTAL ANALYSES AND ANALYSES OF THE RECORDS OF ANY GOVERNMENTAL OR
QUASI-GOVERNMENTAL ENTITY HAVING JURISDICTION OVER THE PROPERTY). EXCEPT AS
OTHERWISE PROVIDED HEREIN, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION AS
TO THE PROPERTY AND ITS VALUE AND IS ASSUMING THE RISK THAT ADVERSE PHYSICAL,
ECONOMIC OR OTHER CONDITIONS (INCLUDING, WITHOUT LIMITATION, ADVERSE
ENVIRONMENTAL CONDITIONS AND THE STATUS OF COMPLIANCE WITH THE REQUIREMENTS OF
THE AMERICANS WITH DISABILITIES ACT OF 1990) MAY NOT HAVE BEEN REVEALED BY SUCH
INVESTIGATION. IF ESCROW CLOSES HEREUNDER, THEN BUYER AGREES THAT THE PROPERTY
IS BEING SOLD TO AND ACCEPTED BY BUYER, AT CLOSING, IN THE CONDITION IT IS IN AT
THE END OF THE DUE DILIGENCE PERIOD "AS-IS."
4.5
RELEASE OF CLAIMS.
(A)
AS OF THE CLOSING, BUYER HEREBY COMPLETELY
RELEASES AND FOREVER DISCHARGES SELLER AND SELLER'S PARTNERS, AFFILIATES,
EMPLOYEES, SUCCESSORS, ASSIGNS, HEIRS, AGENTS, AND REPRESENTATIVES FROM AND
AGAINST ALL CLAIMS, LIABILITIES, DEMANDS, JUDGMENTS, DAMAGES, LOSSES, AND COSTS
(COLLECTIVELY, "CLAIMS") ARISING FROM OR RELATED TO THE FOLLOWING:
(I) ANY
HAZARDOUS MATERIALS IN, ON, BENEATH, DISCHARGED FROM, MIGRATING FROM, DISCHARGED
TO OR MIGRATING TO THE PROPERTY, INCLUDING THE SOIL OR GROUNDWATER THEREOF, AT
ANY TIME; AND (II) ANY USE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION OR
DISPOSAL OF HAZARDOUS MATERIALS AT OR FROM THE PROPERTY AFTER THE CLOSING; AND
(III) ANY LATENT OR PATENT DEFECT AFFECTING THE PROPERTY (COLLECTIVELY, THE
"RELEASED MATTERS"). AS USED IN THIS AGREEMENT, THE TERM "HAZARDOUS MATERIALS"
SHALL HAVE THE MEANING SET FORTH IN EXHIBIT "B" ATTACHED HERETO. IN CONNECTION
WITH SUCH WAIVER AND RELINQUISHMENT, BUYER ACKNOWLEDGES THAT IT IS AWARE THAT IT
HEREAFTER MAY DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE
WHICH IT NOW KNOWS OR BELIEVES TO EXIST WITH RESPECT TO THE RELEASED MATTERS,
BUT THAT IT IS BUYER'S INTENTION TO FULLY, FINALLY AND FOREVER TO SETTLE AND
RELEASE ALL OF THE RELEASED MATTERS IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 4.5, AND THE RELEASE SET FORTH HEREIN SHALL BE AND REMAIN IN EFFECT AS A
FULL AND COMPLETE RELEASE NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH
ADDITIONAL OR DIFFERENT CLAIMS OR FACTS. THE FOREGOING RELEASE OF CLAIMS SHALL
BE BINDING ON