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the Property that it acquires from the Seller pursuant to this Agreement shall be purchased "as
<br /> is," in its current physical condition, with no warranties, express or implied, as to the physical
<br /> condition thereof, the presence or absence of any latent or patent condition thereon or therein,
<br /> including, without limitation, any Hazardous Materials thereon or therein, and any other matters
<br /> affecting the Property.
<br /> 4.1.3. Indemnity. The Buyer agrees, from and after the date of recording of the
<br /> Grant Deed conveying title to the Property from the Seller to the Buyer under this Agreement, to
<br /> defend, indemnify, protect and hold harmless the Seller, and its officers, beneficiaries,
<br /> employees, agents, attorneys, representatives, legal successors and assigns ( "Indemnitees ")
<br /> from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens,
<br /> demands, actions, Environmental Response Actions (as defined herein), claims, losses, damages,
<br /> fines, penalties, expenses, Environmental Response Costs (as defined herein) or costs of any kind
<br /> or nature whatsoever, together with fees (including, without limitation, reasonable attorneys' fees
<br /> and experts' and consultants' fees), ( "Damages ") arising from and after the Closing Date, except
<br /> and to the extent caused in whole or in part by the Seller, resulting from or in connection with the
<br /> actual or claimed generation, storage, handling, transportation, use, presence, placement,
<br /> migration and /or release of Hazardous Materials (as defined herein), at, on, in, beneath or from
<br /> the Property (sometimes herein collectively referred to as "Contamination "), and except if such
<br /> Damages result from the fraud, misrepresentation or failure to disclose by the Indemnitees. The
<br /> Buyer's defense, indemnification, protection and hold harmless obligations herein shall include,
<br /> without limitation, the duty to respond to any governmental inquiry, investigation, claim or
<br /> demand regarding the Contamination, at the Buyer's sole cost.
<br /> 4.1.4. Release and Waiver. The Buyer hereby releases and waives all rights,
<br /> causes of action and claims the Buyer has or may have in the future against the Indemnitees
<br /> arising out of or in connection with any Hazardous Materials (as defined herein), at, on, in,
<br /> beneath or from the Property, except if such cause of action is caused in whole or in part by the
<br /> Seller, or arises from the fraud or misrepresentation or failure to disclose by the Seller. In
<br /> furtherance of the intentions set forth herein, the Buyer acknowledges that it is familiar with
<br /> Section 1542 of the Civil Code of the State of California which provides as follows:
<br /> "A general release does not extend to claims which the creditor
<br /> does not know or suspect to exist in his favor at the time of
<br /> executing the release, which if known by him must have materially
<br /> affected his settlement with the debtor."
<br /> The Buyer hereby waives and relinquishes any right or benefit which it has or
<br /> may have under Section 1542 of the Civil Code of the State of California or any similar
<br /> provision of the statutory or nonstatutory law of any other applicable jurisdiction to the full
<br /> extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of
<br /> this Section 213.
<br /> 4.1.5. Definitions.
<br /> A. As used in this Agreement, the term "Environmental Response
<br /> Actions" means any and all activities, data compilations, preparation of studies or reports,
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<br /> 82483.0M0\5571002 3
<br /> ATTY /AGR/2010.120
<br /> 103010
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