Common use of Environmental Inspections and Release Clause in Contracts

Environmental Inspections and Release. The inspections under Paragraph 2.4 may include a non-invasive Phase I environmental inspection of the Property (the “Phase I”), but no Phase II environmental inspection or other invasive inspection or sampling of soils or materials, including without limitation construction materials, either as part of the Phase I inspection or any other inspection, shall be performed without the prior written consent of Seller, which consent may be withheld in its sole and absolute discretion, and if consented to by Seller, the proposed scope of work and the party who will perform the work shall be subject to Seller’s review and approval. Purchaser shall deliver to Seller copies of the Phase I and any Phase II or other environmental report to which Seller consents as provided above. PURCHASER, FOR ITSELF AND ANY ENTITY AFFILIATED WITH PURCHASER, WAIVES AND RELEASES SELLER AND ITS PARTNERS, INVESTORS, TRUSTS, TRUSTEES, PLAN PARTICIPANTS, DIRECTORS AND SHAREHOLDERS AND THEIR EMPLOYEES, AGENTS AND OFFICERS 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, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDING, BROUGHT OR THREATENED, OR ORDERED BY ANY APPROPRIATE GOVERNMENTAL ENTITY) MADE, INCURRED, OR SUFFERED BY PURCHASER OR ANY ENTITY AFFILIATED WITH PURCHASER RELATING TO THE PRESENCE, MISUSE, USE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS OR TOXIC MATERIALS, CHEMICALS OR WASTES AT THE PROPERTY AND ANY LIABILITY OR CLAIM RELATED TO THE PROPERTY ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND THE TOXIC SUBSTANCE CONTROL ACT, ALL AS AMENDED, OR ANY OTHER CAUSE OF ACTION BASED ON ANY OTHER STATE, LOCAL, OR FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATION, PROVIDED HOWEVER, THE FOREGOING RELEASE SHALL NOT OPERATE TO RELEASE ANY CLAIM BY PURCHASER AGAINST ANY PERSON OR ENTITY OTHER THAN DESCRIBED ABOVE IN THIS PARAGRAPH. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE INDEFINITELY ANY CLOSING OR - - TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENTS. Seller’s initials Purchaser’s Initials:

Environmental Inspections and Release. The inspections under Paragraph 2.4 2.3 may include a non-invasive Phase I environmental inspection of the Property (the “Phase I”)Property, but no Phase II environmental inspection or other invasive inspection or sampling of soils soils, water, air or other materials, including without limitation construction materials, for analytical testing, either as part of the Phase I inspection or any other inspection, shall be performed without the prior written consent of Seller, which consent may be withheld in its sole and absolute discretion, and if consented to by Seller, the proposed scope of work and the party who will perform the work shall be subject to Seller’s review and approval. Purchaser At Seller’s request, Buyer shall deliver to Seller Seller, without representation or warranty, copies of the Phase I and any Phase II or other environmental report to which Seller consents as provided above. PURCHASERBUYER, FOR ITSELF AND ANY ENTITY AFFILIATED WITH PURCHASERBUYER, WAIVES AND RELEASES SELLER AND ITS PARTNERS, INVESTORS, TRUSTS, TRUSTEES, PLAN PARTICIPANTS, DIRECTORS AND SHAREHOLDERS AND THEIR EMPLOYEES, AGENTS AND OFFICERS SELLER’S AFFILIATES (HEREAFTER DEFINED) 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, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDING, BROUGHT OR THREATENED, OR ORDERED BY ANY APPROPRIATE GOVERNMENTAL ENTITY) MADE, INCURRED, OR SUFFERED BY PURCHASER OR ANY ENTITY AFFILIATED WITH PURCHASER RELATING TO THE PRESENCE, MISUSE, USE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS OR TOXIC MATERIALS, CHEMICALS OR WASTES AT THE PROPERTY AND ANY LIABILITY OR CLAIM RELATED TO THE PROPERTY ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND THE TOXIC SUBSTANCE CONTROL ACT, ALL AS AMENDED, OR ANY OTHER CAUSE OF ACTION BASED ON ANY OTHER STATE, LOCAL, OR FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATION, PROVIDED HOWEVER, THE FOREGOING RELEASE SHALL NOT OPERATE TO RELEASE ANY CLAIM BY PURCHASER AGAINST ANY PERSON OR ENTITY OTHER THAN DESCRIBED ABOVE IN THIS PARAGRAPH. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE INDEFINITELY ANY CLOSING OR - - TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENTSThe provisions of this Paragraph 2.4 shall survive indefinitely any Closing or termination of this Agreement and shall not be merged into the Closing documents. “Seller’s initials Purchaser’s Initials:Affiliates” means (a) any entity that directly or indirectly controls, is controlled by or is under common control with Seller, or (b) any entity at least a majority of whose economic interest is owned by Seller; and the term “control” means the power to direct the management of such entity through voting rights, ownership or contractual obligations. Notwithstanding the foregoing, the waivers and releases set forth in this Paragraph 2.4 shall not apply to (i) any breach of the representations and warranties of Seller contained in Paragraph 7.1(f), or (ii) any fraud perpetrated by Seller in connection with the transactions contemplated by this Agreement.

Environmental Inspections and Release. The inspections under Paragraph 2.4 2.3 may include a non-invasive Phase I environmental inspection of the Property (the “Phase I”)Property, but no Phase II environmental inspection site assessment or other invasive inspection or sampling of soils soils, water, air or other materials, including without limitation construction materials, for analytical testing, either as part of the Phase I inspection or any other inspection, shall be performed without the prior written consent of Seller's attorney shown in Paragraph 1.1(b) above, which consent may be withheld in its sole and absolute discretion, and if consented to by Seller, the proposed scope of work and the party who will perform the work shall be subject to Seller’s review and approvalapproval by Seller's attorney shown in Paragraph 1.1(b) above. At Seller's request, Purchaser shall deliver to Seller copies of the Phase I and any Phase II or other environmental report to which Seller consents as provided above (subject to the limitations contained in Paragraph 2.2, above). IF PURCHASER ACQUIRES THE PROPERTY AND SELLER HAS NOT BREACHED THE REPRESENTATION AND WARRANTY MADE IN PARAGRAPH 7.1(E) BELOW, PURCHASER, FOR ITSELF AND ANY ENTITY AFFILIATED WITH PURCHASER, WAIVES AND RELEASES SELLER AND ITS PARTNERS, INVESTORS, TRUSTS, TRUSTEES, PLAN PARTICIPANTS, DIRECTORS AND SHAREHOLDERS AND THEIR EMPLOYEES, AGENTS AND OFFICERS SELLER'S AFFILIATES 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, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDING, BROUGHT OR THREATENED, OR ORDERED BY ANY APPROPRIATE GOVERNMENTAL ENTITY) MADE, INCURRED, OR SUFFERED BY PURCHASER OR ANY ENTITY AFFILIATED WITH PURCHASER RELATING TO THE PRESENCE, MISUSE, USE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS OR TOXIC MATERIALS, CHEMICALS OR WASTES AT THE PROPERTY AND ANY LIABILITY OR CLAIM RELATED TO THE PROPERTY ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND THE TOXIC SUBSTANCE CONTROL ACT, ALL AS AMENDED, OR ANY OTHER CAUSE OF ACTION BASED ON ANY OTHER STATE, LOCAL, OR FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATIONREGULATION (COLLECTIVELY, PROVIDED HOWEVER, THE FOREGOING RELEASE SHALL NOT OPERATE TO RELEASE ANY CLAIM BY PURCHASER AGAINST ANY PERSON OR ENTITY OTHER THAN DESCRIBED ABOVE IN THIS PARAGRAPH"ENVIRONMENTAL LAWS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE INDEFINITELY ANY CLOSING OR - - TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENTS. Seller’s initials Purchaser’s Initials:The provisions of this paragraph shall survive the Closing or any earlier termination of this Agreement.

Environmental Inspections and Release. The inspections under Paragraph 2.4 may include a non-invasive Phase I environmental inspection of the Property (the “Phase I”)Property, but no Phase II environmental inspection or other invasive inspection or sampling of soils or materials, including without limitation construction materials, either as part of the Phase I inspection or any other inspection, shall be performed without the prior written consent of Seller, which consent may be withheld in its sole and absolute discretion, and if consented to by Seller, the proposed scope of work and the party who will perform the work shall be subject to Seller’s review and approval. Purchaser shall deliver to Seller copies of the Phase I and any Phase II or other environmental report to which Seller consents as provided aboveon and subject to the terms of Paragraph 2.4. PURCHASERPurchaser, FOR ITSELF AND ANY ENTITY AFFILIATED WITH PURCHASERfor itself and any entity affiliated with Purchaser, WAIVES AND RELEASES SELLER AND ITS PARTNERSwaives and releases Seller and its employees, INVESTORSagents, TRUSTSofficers, TRUSTEEStrustees, PLAN PARTICIPANTSdirectors and shareholders from and against any claims, DIRECTORS AND SHAREHOLDERS AND THEIR EMPLOYEESdemands, AGENTS AND OFFICERS FROM AND AGAINST ANY CLAIMSpenalties, DEMANDSfines, PENALTIESliabilities, FINESsettlements, LIABILITIESdamages, SETTLEMENTScosts or expenses of whatever kind or nature, DAMAGESknown or unknown, COSTS OR EXPENSES OF WHATEVER KIND OR NATUREexisting and future, KNOWN OR UNKNOWNcontingent or otherwise (including any action or proceeding, EXISTING AND FUTUREbrought or threatened, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDINGor ordered by any appropriate governmental entity) made, BROUGHT OR THREATENEDincurred, OR ORDERED BY ANY APPROPRIATE GOVERNMENTAL ENTITY) MADEor suffered by Purchaser or any entity affiliated with Purchaser relating to the presence, INCURREDmisuse, OR SUFFERED BY PURCHASER OR ANY ENTITY AFFILIATED WITH PURCHASER RELATING TO THE PRESENCEuse, MISUSEdisposal, USErelease or threatened release of any hazardous or toxic materials, DISPOSALchemicals or wastes at the Property and any liability or claim related to the Property arising under the Comprehensive Environmental Response, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS OR TOXIC MATERIALSCompensation, CHEMICALS OR WASTES AT THE PROPERTY AND ANY LIABILITY OR CLAIM RELATED TO THE PROPERTY ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF and Liability Act of 1980, THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF the Superfund Amendments and Reauthorization Act of 1986, THE RESOURCE CONSERVATION AND RECOVERY ACTthe Resource Conservation and Recovery Act, AND THE TOXIC SUBSTANCE CONTROL ACTand the Toxic Substance Control Act, ALL AS AMENDEDall as amended, OR ANY OTHER CAUSE OF ACTION BASED ON ANY OTHER STATEor any other cause of action based on any other state, LOCALlocal, OR FEDERAL ENVIRONMENTAL LAWor federal environmental law, RULE OR REGULATIONrule or regulation, PROVIDED HOWEVERprovided however, THE FOREGOING RELEASE SHALL NOT OPERATE TO RELEASE ANY CLAIM BY PURCHASER AGAINST ANY PERSON OR ENTITY OTHER THAN DESCRIBED ABOVE IN THIS PARAGRAPHthe foregoing release shall not operate to release any claim by Purchaser against any person or entity other than described above in this paragraph or with respect to any obligation or liability of Seller expressly provided under this Agreement or the documents executed and delivered by Seller at or in connection with Closing in accordance with this Agreement (the “Closing Documents”). THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE INDEFINITELY ANY CLOSING OR - - TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENTSThe provisions of this paragraph shall survive indefinitely any Closing or termination of this Agreement and shall not be merged into the Closing Documents. Seller’s initials Purchaser’s Initials:: /s/ A.K.