Common use of Condition of the Property Clause in Contracts

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed or located on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s 's behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “"AS IS” " condition and “"WITH ALL FAULTS,” " known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s 's behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. This provision shall not be deemed to modify or diminish the representations and warranties of Seller set forth in Section 4.1 hereof. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing. Notwithstanding anything in the foregoing to the contrary, unless such claims or liabilities arise from Seller’s acts or omissionsPurchaser shall not be required to indemnify Seller for Hazardous Substances which existed prior to the Closing Date, except as set forth in Section 3.1(c) hereof. The terms and provisions of this paragraph shall survive the Closing hereunder.

Condition of the Property. (a) Each Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property Properties and the condition thereof. Purchaser and Seller Sellers mutually acknowledge and agree that the Property is Properties are being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the PropertyProperties, to investigate all matters relevant thereto, including, without limitation, the condition of the PropertyProperties, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the PropertyProperties. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases each Seller and its officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property owned by such Seller. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, each Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property owned by such Seller or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of foregoing release as it applies to each Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, partners, agents, affiliates and employees employees, shall not release such Seller or its general partners from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, (i) such Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by such Seller after the date of Closing, unless or (ii) the general partners of such claims Seller relating to any Hazardous Substances which may be placed, located or liabilities arise from Seller’s acts or omissionsreleased on the Property by such Seller after the date of Closing. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, FLORIDA 10 leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of foregoing release as it applies to Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, partners, agents, affiliates and employees employees, shall not release Seller or its general partners from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, (i) Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts (ii) the general partners of Seller relating to any Hazardous Substances which may be placed, located or omissionsreleased on the Property by Seller after the date of Closing. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its partners and their respective officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree foregoing release as it applies to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees employees, shall not release Seller from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) a. Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s 's behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that that, except as expressly otherwise specified in this Agreement and except for Seller's representations and warranties specified in Section 4.1, the Property is being sold in an “"AS IS” " condition and “"WITH ALL FAULTS,” " known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, members, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the condition of the Property. (b) b. To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, members, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from "Environmental Liabilities"); provided, however, that the negligent or fraudulent activity of foregoing release as it applies to Seller, its officers, directors, shareholders, members, partners, agents, affiliates and employees, shall not release Seller or activity its general partners or members from any Environmental Liabilities of (i) Seller relating to any Hazardous Substances which may be placed, located or released on the Property by Seller after the date of Closing, or (ii) the general partners or members of Seller in violation relating to any Hazardous Substances which may be placed, located or released on the Property by Seller after the date of any Environmental LawClosing. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, agents, affiliates and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Purchaser after the date of Closing (collectively, "Post Closing Claims"); provided, however, that the foregoing indemnity shall not indemnify Seller, its officers, directors, shareholders, agents, affiliates and employees, from and against any Post Closing Claims relating to any Hazardous Substances which may be placed, located or released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof. Notwithstanding the foregoing release, unless such nothing contained herein shall restrict, impair or otherwise affect any rights of Purchaser to bring any action in law or equity against any predecessor in title to the Property that is unrelated to Seller, provided, however that Purchaser shall indemnify, defend and hold Seller harmless from any costs, claims, liabilities, judgments and expenses including any cross-claims or liabilities arise from the negligent claims for contribution made by any such predecessor in title against Seller that Seller may incur as a result or fraudulent activity arising out of Seller, or activity of Seller in violation of any Environmental LawPurchaser’s claims. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s 's behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is Membership Interests are being sold with the Property in an “"AS IS” " condition and “"WITH ALL FAULTS,” " known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, including, without limitation, Section 4.5 hereof, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, agents, affiliates, employees and successors and assigns from and against any and all Claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, agents, affiliates, employees and employees successors and assigns from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, for so long as Purchaser directly or indirectly owns or holds an interest in the Company or the Property, Purchaser does hereby covenant and agree that Purchaser shall cause the Company to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, agents, affiliates and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Claims of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder. (c) The release set forth in each of subparagraphs (a) and (b) above includes claims which Purchaser is presently unaware or which Purchaser does not presently suspect to exist in its favor which, if known by Purchaser, would materially affect Purchaser's waiver and release granted herein. Purchaser acknowledges that there is a risk that subsequent to the execution of this Agreement, Purchaser will suffer losses, damages or injuries which are unknown and unanticipated at the time this Agreement is signed. Except as expressly provided to the contrary in this Agreement, Purchaser hereby assumes such risk and agrees that the release contained in subparagraphs (a) and (b) above shall apply to all unknown or unanticipated claims, as well as those known and anticipated, and Purchaser specifically waives any and all rights under California Civil Code Section 1542, which section has been duly explained and provides as follows: "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." [ILLEGIBLE Purchaser's Initials:---------------------

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existingexisting subject to the express representations and warranties by Seller herein and in any document delivered to Purchaser at Closing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may that Purchaser or any of its affiliates, representatives, contractors, invitees, tenants or employees causes or permits to be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereofthereof and/or to review and evaluate any of the foregoing assessments in Seller’s or Partnership’s possession. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its members and their respective officers, directors, shareholders, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, members and their respective officers, directors, shareholders shareholders, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed or located on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderhereunder until the expiration of any applicable statute of limitations.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that that, except for Seller’s representations and warranties contained herein and in any of the Closing Documents, the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters PURCHASE AND SALE AGREEMENT 00 XXXXX XXXXXXXX XXXXXXX, XXXXXXX relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its partners and their respective officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree foregoing release as it applies to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees employees, shall not release Seller from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, members, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, members, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of foregoing release as it applies to Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, members, partners, agents, affiliates and employees employees, shall not release Seller or its general partners or members from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, (i) Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts (ii) the general partners or omissionsmembers of Seller relating to any Hazardous Substances which may be placed, located or released on the Property by Seller after the date of Closing. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” IS condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its partners and their respective officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree foregoing release as it applies to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees employees, shall not release Seller from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereofthereof and/or to review and evaluate any of the foregoing assessments in Seller’s possession. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its partners and their respective officers, directors, shareholders, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To Subject to Seller’s representations and warranties hereunder, to the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed or located on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderhereunder until the expiration of any applicable statute of limitations. (c) Notwithstanding anything in this Agreement to the contrary, the releases set forth in Sections 3.3(a) and 3.3(b) above are not intended to and do not include (i) any claims arising from a breach of Seller’s representations or warranties set forth in this Agreement and (ii) any obligation or other covenant of Seller under this Agreement which, by its terms, survives the Closing or under the Closing Documents.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals Except as otherwise provided herein to perform engineeringthe contrary, environmental and physical assessments on Purchaser’s behalf in respect of Cedar agrees to accept the Property in its "as is" condition on the date hereof, reasonable wear and tear excepted, and subject to the condition thereofprovisions of Section 11 hereof. Purchaser Cedar has (i) examined, inspected and Seller mutually acknowledge and agree that investigated to the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitationfull satisfaction of Cedar, the physical nature and condition of the Property, (ii) independently investigated, analyzed and appraised the value and profitability of the Property and (iii) reviewed such other documents and materials as Cedar has deemed advisable. Cedar acknowledges that, except as specifically set forth in this Agreement, neither the Owners, nor any real estate broker, agent, employee, servant, consultant or representative of the Owners has made any representations or warranties whatsoever regarding the subject matter of this Agreement or the transaction contemplated hereby, including without limitation, representations as to reach its own, independent evaluation of any risks (environmental the physical nature or otherwise) or rewards associated with the ownership, leasing, management and operation condition of the Property. (b) To , zoning laws, building codes, laws and regulations, environmental matters, the fullest extent permitted by lawviolation of any laws, Purchaser does hereby unconditionally waive and release Sellerordinances, and its partnersrules, beneficial ownersregulations or orders of any Governmental Authority, officerswater, directorssewer or other utilities, shareholders and employees from any present rents or other income, expenses applicable to the Property, capital expenditures, leases, existing or future claims and liabilities operations of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under other matter or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under thing affecting or about related to the Property or the operation thereof. In executing, delivering and/or performing this Agreement, Cedar has not relied upon and does not rely upon, and the owners shall not be liable or bound in any adjacent property prior manner by, express or implied warranties, guaranties, promises, statements, representations or information pertaining to any of the matters set forth above in this Section 10 made or after furnished by the date hereofOwners or by any real estate broker, agent, employee, servant or any other person representing or purporting to represent the Owners to whomever made or given, directly or indirectly, verbally or in writing, unless such claims warranties, guaranties, promises, statements, representations or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant information are expressly and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed or located on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunderspecifically set forth herein.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s 's behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “"AS IS” " condition and “"WITH ALL FAULTS,” " known or unknown, contingent or existing. Without limiting the foregoing, Purchaser acknowledges that it has received and reviewed a copy of several documents and reports from Epic Engineering, Inc. which summarize certain environmental conditions at the Property. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any past, present or future claims and liabilities (including strict liabilities) of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and past, present or future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that that, except for Seller’s representations and warranties contained herein and in any of the Closing Documents, the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its partners and their respective officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree foregoing release as it applies to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees employees, shall not release Seller from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, except as otherwise provided in this Agreement, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation ; provided that this disclaimer and release does not constitute an assumption of any liability by Purchaser, and it shall not be construed to waive any rights of contribution or indemnity with respect to third party claims under Environmental LawLaws. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims and Seller does hereby covenant and agree to defend, indemnify, and hold harmless Purchaser and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or liabilities arise from Seller’s acts expenses of whatever kind or omissionsnature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed, located or released on the Property prior to the date of Closing. The terms and provisions of this paragraph shall survive the Closing hereunder.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that that, except for Seller’s representations and warranties contained in this Agreement and in any of the Closing Documents, the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its partners and their respective officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of foregoing release as it applies to Seller, or activity its partners and their respective officers, directors, shareholders, partners, agents, affiliates and employees, shall not release Seller from any Environmental Liabilities of Seller in violation relating to any Hazardous Substances which may be placed, located or released on the Property by Seller after the date of any Environmental LawClosing. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller Seller, and its partners, beneficial owners, Seller’s partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderhereunder until the expiration of any applicable statute of limitations.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissionsClosing Date. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunder. Anything contained in this Agreement to the contrary notwithstanding, nothing herein shall be deemed to release or relieve Seller from liability for (i) any act of fraud or intentional misrepresentation by Seller in connection with this transaction, (ii) any breach of or inaccuracy in the express representations and warranties made by Seller in Section 4.1 below or in any of the documents to be executed by Seller at Closing pursuant to this Agreement, or (iii) any breach of Seller’s covenants hereunder or under any of the documents to be executed by Seller at Closing pursuant to this Agreement, subject to Purchaser waiving such breach and electing to close Escrow under the terms of this Agreement.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s 's behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “"AS IS” " condition and “"WITH ALL FAULTS,” " known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, members, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, members, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from "Environmental Liabilities"); provided, however, that the negligent or fraudulent activity of foregoing release as it applies to Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, members, partners, agents, affiliates and employees employees, shall not release Seller or its general partners or members from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, (i) Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts (ii) the general partners or omissionsmembers of Seller relating to any Hazardous Substances which may be placed, located or released on the Property by Seller after the date of Closing. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereofthereof and/or to review and evaluate any of the foregoing assessments in Seller’s possession. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its partners and their respective officers, directors, shareholders, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed or located on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderhereunder until the expiration of any applicable statute of limitations.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals Except as otherwise provided herein to perform engineeringthe contrary, environmental and physical assessments on Purchaser’s behalf in respect of Cedar agrees to accept the Property in its "as is" condition on the date hereof, reasonable wear and tear excepted, and subject to the condition thereofprovisions of Section 11 hereof. Purchaser Cedar has (i) examined, inspected and Seller mutually acknowledge and agree that investigated to the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitationfull satisfaction of Cedar, the physical nature and condition of the Property, (ii) independently investigated, analyzed and appraised the value and profitability of the Property and (iii) reviewed such other documents and materials as Cedar has deemed advisable. Cedar acknowledges that, except as specifically set forth in this Agreement, neither the Owners, nor any real estate broker, agent, employee, servant, consultant or representative of the Owners has made any representations or warranties whatsoever regarding the subject matter of this Agreement or the transaction contemplated hereby, including without limitation, representations as to reach its own, independent evaluation of any risks (environmental the physical nature or otherwise) or rewards associated with the ownership, leasing, management and operation condition of the Property. (b) To , zoning laws, building codes, laws and regulations, environmental matters, the fullest extent permitted by lawviolation of any laws, Purchaser does hereby unconditionally waive and release Sellerordinances, and its partnersrules, beneficial ownersregulations or orders of any Governmental Authority, officerswater, directorssewer or other utilities, shareholders and employees from any present rents or other income, expenses applicable to the Property, capital expenditures, leases, existing or future claims and liabilities operations of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under other matter or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under thing affecting or about related to the Property or the operation thereof. In executing, delivering and/or performing this Agreement, Cedar has not relied upon and does not rely upon, and the Owners shall not be liable or bound in any adjacent property prior manner by, express or implied warranties, guaranties, promises, statements, representations or information pertaining to any of the matters set forth above in this Section 10 made or after furnished by the date hereofOwners or by any real estate broker, agent, employee, servant or any other person representing or purporting to represent the Owners to whomever made or given, directly or indirectly, verbally or in writing, unless such claims warranties, guaranties, promises, statements, representations or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant information are expressly and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed or located on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunderspecifically set forth herein.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofClosing Date (or the Extension Closing Date, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Lawif applicable). In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineeringExcept for the warranties, environmental representations and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. covenants expressly provided herein, Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility fully to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. For purposes of this Agreement, documents and materials shall be deemed to have been “made available” to Purchaser’s Representatives if the same are located at a designated location or are available electronically or on-line. (b) To the fullest extent permitted by law, except as otherwise expressly provided in this Agreement, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of foregoing release as it applies to Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, partners, agents, affiliates and employees employees, shall not release Seller from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 2.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that that, except for Seller’s representations and warranties contained herein and in any of the Closing Documents, the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement or in any of the Closing Documents, Purchaser hereby waives and releases Seller and its partners and their respective officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, partners and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree foregoing release as it applies to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, joint venturers and their respective officers, directors, shareholders shareholders, partners, agents, affiliates and employees employees, shall not release Seller from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing nor shall it operate as a waiver or release of any claim for contribution that Purchaser might bring against Seller should any third party initiate a legal action against Purchaser for any Environmental Liabilities relating to any Hazardous Substances which were placed, located or released on the Property by Seller prior to the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 3.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing, except as set forth in this Agreement. Purchaser has the sole responsibility fully to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. Effective as of the Closing and except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, partners, agents, affiliates and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereofhereof (collectively, unless such claims or liabilities arise from “Environmental Liabilities”); provided, however, that the negligent or fraudulent activity of foregoing release as it applies to Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders shareholders, partners, agents, affiliates and employees employees, shall not release Seller from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses Environmental Liabilities of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, Seller relating to any Hazardous Substances which may be placed placed, located or located released on the Property by Seller after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph Section 2.3 shall survive the Closing hereunderClosing.

Condition of the Property. (a) Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Property and the condition thereof. Purchaser and Seller mutually acknowledge and agree that the Property is being sold in an “AS IS” condition and “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property, and to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the ownership, leasing, management and operation of the Property. (b) To the fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, Law regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Property or any adjacent property prior to or after the date hereof, unless such claims or liabilities arise from the negligent or fraudulent activity of Seller, or activity of Seller in violation of any Environmental Law. In addition, Purchaser does hereby covenant and agree to defend, indemnify, and hold harmless Seller and its partners, beneficial owners, officers, directors, shareholders and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed placed, located or located released on the Property after the date of Closing, unless such claims or liabilities arise from Seller’s acts or omissions. The terms and provisions of this paragraph shall survive the Closing hereunder.