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any other Occupant with regard to Hazardous Materials on, from, or affecting the
<br /> Property.
<br /> The term "Hazardous Materials" as used herein includes, without limitation, gasoline,
<br /> petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes,
<br /> hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos
<br /> or any material containing asbestos, or any other substance or material as may be defined as a
<br /> hazardous or toxic substance by any federal, state, or local environmental law, ordinance, rule, or
<br /> regulation including, without limitation, the Comprehensive Environmental Response,
<br /> Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the
<br /> Hazardous Materials Transportation Act, as amended (42 U.S.C. Section 1801, et seq.), the
<br /> Resource Conservation and Recovery Act, as amended (42 U.S. C. Section 1251, et seq.), the
<br /> Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.) and in the regulations adopted and
<br /> publications promulgated pursuant thereto.
<br /> The Seller's representations and warranties set forth in this Section shall be continuing and are
<br /> deemed to be material to the Buyer's execution of this Purchase Agreement and the Buyer's
<br /> performance of its obligations hereunder. All such representations and warranties shall be true
<br /> and correct on and as of the Closing Date with the same force and effect as if made at that time;
<br /> and all of such representations and warranties shall survive the closing and any cancellation or
<br /> termination of this Purchase Agreement, and shall not be affected by any investigation,
<br /> verification or approval by any party hereto or by anyone on behalf of any party hereto. The
<br /> Seller agrees to defend, indemnify, and hold the Buyer harmless for, from, and against any loss,
<br /> costs, damages, expenses, obligations, and attorneys' fees incurred should an assertion, claim,
<br /> demand, action, or cause of action be instituted, made, or taken, which is contrary to or
<br /> inconsistent with the representations or warranties contained herein.
<br /> 10. Closing Costs/Recording Fees/Deed Tax. The Buyer will pay: (a) title
<br /> insurance premium costs; (b) the recording fee for the deed transferring title to the Buyer; (c)
<br /> any survey or environmental investigation costs incurred by it; (d) any transfer taxes, recording
<br /> fees and Well Disclosure fees required to enable the Buyer to record its deed from the Seller
<br /> under this Agreement; (e) title evidence and updating costs; and (f) the closing fee charged by
<br /> the title insurance or other closing agent, if any, utilized to close the transaction contemplated by
<br /> this Agreement. The Seller will pay any fees and charges related to the filing of any instrument
<br /> required to make title marketable. Each party shall pay its own attorney fees.
<br /> 11. Inspections. From the date of this Agreement to the Closing Date, the Buyer, its
<br /> employees and agents, shall be entitled to enter upon the Property to conduct such surveying,
<br /> inspections, investigations, soil borings, and testing, and drilling, monitoring, sampling, and
<br /> testing of groundwater monitoring wells, as the Buyer shall elect; provided, that the Seller is given
<br /> at least 24 hours' notice.
<br /> 12. Relocation Benefits; Indemnification. The Seller acknowledges that the Seller
<br /> is being displaced from the Property as a result of the transaction contemplated by this Purchase
<br /> Agreement and that the Seller is eligible for relocation assistance and benefits and that the
<br /> Purchase Price includes compensation for any and all relocation assistance and benefits for
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<br /> 525527v2 SJS EL185-48
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