PARTNERS OR OFFICERS, EMPLOYEES, AGENTS,
CONTROLLING PERSONS OR AFFILIATES OF SELLER OR ANY OF SUCH OTHER PARTIES (THE
"SELLER PARTIES") FOR OR ON THE BASIS OF (i) ANY NON-PUBLIC INFORMATION
FURNISHED BY SELLER TO PURCHASER, AND (ii) THE POST-CLOSING AUDIT (DEFINED BELOW
IN SECTION 12.16), AND PURCHASER, FOR ITSELF AND ON BEHALF OF THE PURCHASER
PARTIES, HEREBY
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RELEASES SELLER FROM ANY LIABILITY TO OR CLAIMS OF PURCHASER OR THE PURCHASER
PARTIES FOR OR ON THE BASIS OF ANY OF THE FOREGOING. PURCHASER FURTHER AGREES
THAT ONLY PURCHASER WOULD HAVE THE RIGHT TO ASSERT THE FOLLOWING CLAIMS, AND
THEREFORE FOR ITSELF ONLY, WAIVES, AND WILL NOT ATTEMPT TO ASSERT, ANY LIABILITY
OR CLAIMS AGAINST THE SELLER PARTIES FOR OR ON THE BASIS OF (I) SELLER'S FAILURE
TO DISCLOSE ANY INFORMATION TO PURCHASER, AND (ii) THE NEGOTIATION AND EXECUTION
OF THIS AGREEMENT, AND PURCHASER HEREBY RELEASES SELLER FROM ANY LIABILITY TO OR
CLAIMS OF PURCHASER FOR OR ON THE BASIS OF ANY OF THE FOREGOING. THE PURCHASER'S
WAIVER AND RELEASE PURSUANT TO THIS SECTION 7.5(a) SHALL SURVIVE THE CLOSING OR
THE TERMINATION OF THIS AGREEMENT.
(b)
PURCHASER ACKNOWLEDGES THAT HAVING HAD THE OPPORTUNITY TO
INSPECT THE PROPERTY, HAVING HAD THE OPPORTUNITY TO OBSERVE ITS PHYSICAL
CHARACTERISTICS AND EXISTING CONDITIONS AND HAVING HAD THE OPPORTUNITY TO
CONDUCT SUCH INVESTIGATION AND STUDY ON AND OF THE PROPERTY AND ADJACENT AREAS
AS IT DEEMS NECESSARY, PURCHASER HEREBY WAIVES, AND RELEASES ALL OF THE SELLER
PARTIES FROM, ANY AND ALL OBJECTIONS TO OR COMPLAINTS REGARDING SUCH
CHARACTERISTICS AND CONDITIONS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO,
FEDERAL, STATE OR COMMON LAW BASED ACTIONS AND ANY PRIVATE RIGHT OF ACTION UNDER
STATE AND FEDERAL LAW TO WHICH THE PROPERTY IS OR MAY BE SUBJECT, INCLUDING, BUT
NOT LIMITED TO, CERCLA AND RCRA, PHYSICAL CHARACTERISTICS AND EXISTING
CONDITIONS, INCLUDING, WITHOUT LIMITATION, STRUCTURAL AND GEOLOGIC CONDITIONS,
SUBSURFACE SOIL AND WATER CONDITIONS AND SOLID AND HAZARDOUS WASTE AND HAZARDOUS
SUBSTANCES) ON, UNDER, ADJACENT TO OR OTHERWISE AFFECTING THE PROPERTY.
PURCHASER FURTHER HEREBY ASSUMES, AND RELEASES ALL OF THE SELLER PARTIES FROM,
THE RISK OF CHANGES IN APPLICABLE LAWS AND REGULATIONS RELATING TO PAST, PRESENT
AND FUTURE ENVIRONMENTAL CONDITIONS ON THE PROPERTY, AND THE RISK THAT ADVERSE
PHYSICAL CHARACTERISTICS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE
PRESENCE OF HAZARDOUS SUBSTANCES OR OTHER CONTAMINANTS, MAY NOT BE REVEALED BY
ITS INVESTIGATIONS PERMITTED HEREUNDER.
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(c)
In connection with the releases by Purchaser of the Seller
Parties in Sections 7.5(a) and 7.5(b), Purchaser, on behalf of itself and all of
its affiliates, expressly waives all rights under California Civil Code Section
1542, which provides that:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
WITH THE DEBTOR."
The foregoing releases in Sections 7.5(a) and 7.5(b) shall apply with
respect to any liability of Seller to Purchaser in respect of a