DOCUMENTATION DELIVERED BY
CONTRIBUTOR IN CONNECTION WITH THE CLOSING).
BKP, WITH BKP'S COUNSEL, HAS FULLY
REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT AND UNDERSTANDS
THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS
SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT CONTRIBUTOR
WOULD NOT HAVE AGREED TO CONTRIBUTE THE PROPERTY TO BKP FOR THE CONSIDERATION
WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.
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BKP FURTHER RELEASES CONTRIBUTOR AND THE CONTRIBUTOR PARTIES OF AND FROM AND
WAIVES ANY CLAIM OR CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION ANY STRICT
LIABILITY CLAIM OR CAUSE OF ACTION, THAT BKP MAY HAVE AGAINST CONTRIBUTOR OR THE
CONTRIBUTOR PARTIES UNDER ANY ENVIRONMENTAL LAW, WHETHER NOW EXISTING OR
HEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS OR
ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT, OR BY VIRTUE OF ANY COMMON LAW RIGHT,
NOW EXISTING OR HEREAFTER CREATED, RELATED TO ENVIRONMENTAL CONDITIONS OR
ENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE
PROPERTY.
THE TERMS AND CONDITIONS OF THIS SECTION 5.4 WILL EXPRESSLY SURVIVE
THE TERMINATION OF THIS AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND WILL
NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND ARE HEREBY DEEMED
INCORPORATED INTO THE DEED AS FULLY AS IF SET FORTH AT LENGTH THEREIN.
ARTICLE VI
TITLE AND SURVEY MATTERS
Section 6.1
Survey and Title Commitment.
(a)
BKP has ordered from the Title Company a commitment to insure
BKP's title to the Real Property, in the amount of the Cash Consideration (the
"Title Commitment"), together with the best available copies of all documents
relating to the title exceptions referred to therein.
BKP acknowledges that
Contributor has delivered the Survey to BKP.
BKP may, at its cost, cause the
Survey to be updated or obtain a new survey by the surveyor of its choice (each,
an "Updated Survey"), and Contributor shall cooperate in such efforts consistent
with its obligations set forth in Section 5.1 above.
Section 6.2
Title Update; Title Objections.
Not more than ten (10)
nor less than five (5) Business Days prior to Closing, either BKP or Contributor
may cause the Title Commitment to be updated (and if Contributor requests BKP to
cause the Title Company to update the Title Commitment, BKP shall cause the
Title Company to so update the Title Commitment) and shall cause the other party
to be sent a copy of the same.
If the Title Commitment or any such update to
the Title Commitment should reveal any Title Defects (which, as used in this
Section 6.2, shall exclude a Title Defect that would have an immaterial effect
on the marketability of title to the Property), which matter (i) was not caused
by BKP, and (ii) to which BKP objects, BKP shall notify Contributor of same
within two (2) Business Days after BKP obtains the Title Commitment