REGULATION, COVENANT, PERMIT,
AUTHORIZATION, STANDARD, CONDITION OR RESTRICTION OF ANY GOVERNMENTAL OR
REGULATORY AUTHORITY INCLUDING, WITHOUT LIMITATION, RELATING TO THE
ENVIRONMENTAL CONDITION OF THE PROPERTIES; (VII) THE QUALITY OF ANY LABOR OR
MATERIALS RELATING IN ANY WAY TO THE PROPERTIES; (VIII) THE SQUARE FOOTAGE OR
ACREAGE OF THE PROPERTIES; OR (IX) THE OPERATION OF THE PROPERTIES FROM THE DATE
OF THIS AGREEMENT UNTIL THE CLOSING.
BUYER ACKNOWLEDGES THAT BY THE END OF THE STUDY PERIOD, BUYER WILL HAVE HAD AN
ADEQUATE OPPORTUNITY TO MAKE SUCH LEGAL, FACTUAL AND OTHER INQUIRIES AND
INVESTIGATIONS AS BUYER DEEMS NECESSARY, DESIRABLE OR APPROPRIATE WITH RESPECT
TO THE PROPERTIES. SUCH INQUIRIES AND INVESTIGATIONS OF BUYER SHALL BE DEEMED TO
INCLUDE AN ENVIRONMENTAL AUDIT OF THE PROPERTIES, AN INSPECTION OF THE PHYSICAL
COMPONENTS AND GENERAL CONDITION OF ALL PORTIONS OF THE PROPERTIES, SUCH STATE
OF FACTS AS AN ACCURATE SURVEY AND INSPECTION WOULD SHOW, THE PRESENT AND FUTURE
ZONING AND LAND USE ORDINANCES, RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY
AND STATE WHERE THE PROPERTIES ARE LOCATED AND THE VALUE AND MARKETABILITY OF
THE PROPERTIES.
EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS
AGREEMENT OR IN THE TRANSFER DOCUMENTS, BUYER ACKNOWLEDGES THAT THERE HAVE BEEN
NO REPRESENTATIONS OR AGREEMENTS REGARDING SELLER'S OBLIGATION TO PROVIDE OR
COMPLETE ROADS, SEWER, WATER, ELECTRIC OR OTHER UTILITY SERVICES, RECREATIONAL
AMENITIES, OR ANY OTHER IMPROVEMENTS TO THE PROPERTIES MADE BY SELLER OR RELIED
UPON BY BUYER WHATSOEVER.
18
WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE PRECEDING, EXCEPT FOR THOSE
COVENANTS, REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS
AGREEMENT OR IN THE TRANSFER DOCUMENTS, BUYER SPECIFICALLY ACKNOWLEDGES AND
AGREES THAT IT HEREBY WAIVES, RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT
HAVE HAD OR MAY HAVE IN THE FUTURE AGAINST THE SELLER WITH RESPECT TO COSTS,
DAMAGES, OBLIGATIONS, PENALTIES, CAUSES OF ACTION AND OTHER LIABILITIES (WHETHER
ACCRUED, CONTINGENT, ARISING BEFORE OR AFTER THIS AGREEMENT, OR OTHERWISE)
ARISING AS A RESULT OF (I) THE CONDITION OF THE PROPERTIES, EITHER PATENT OR
LATENT, (II) THE ACTUAL OR POTENTIAL INCOME OR PROFITS TO BE DERIVED FROM THE
PROPERTIES, (III) THE REAL ESTATE TAXES OR ASSESSMENTS NOW OR HEREAFTER PAYABLE
THEREON, (IV) THE PAST, PRESENT OR FUTURE CONDITION OR COMPLIANCE OF THE
PROPERTIES, OR COMPLIANCE OF PAST OWNERS AND OPERATORS OF THE PROPERTIES, IN
REGARD TO ANY PAST, PRESENT AND FUTURE FEDERAL, STATE AND LOCAL ENVIRONMENTAL
PROTECTION, POLLUTION CONTROL, POLLUTION CLEANUP, AND CORRECTIVE ACTION LAWS,
RULES, REGULATIONS, ORDERS, AND REQUIREMENTS (INCLUDING WITHOUT LIMITATION,
CERCLA, RCRA, AND OTHERS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT,
STORAGE, RELEASE, DISPOSAL, REMOVAL, REMEDIATION OR RESPONSE TO, OR NOTIFICATION
OF GOVERNMENTAL ENTITIES CONCERNING, TOXIC, HAZARDOUS, OR OTHERWISE REGULATED
WASTES, SUBSTANCES, CHEMICALS, POLLUTANTS OR CONTAMINANTS), OR LAND USE LAWS,
RULES, REGULATIONS, ORDERS OR REQUIREMENTS, (V) THE PRESENCE ON, IN, UNDER OR
NEAR THE PROPERTIES OF (INCLUDING WITHOUT LIMITATION ANY RESULTANT OBLIGATION
UNDER CERCLA, THE RESOURCE CONSERVATION AND RECOVERY ACT ("RCRA"), 42 U.S.C. §
6973 et seq., ANY STATE STATUTE OR REGULATION, OR OTHERWISE, TO REMOVE,