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4. Neither the Seller nor any prior owner of the Property or any tenant, subtenant,
<br />occupant, prior tenant, prior subtenant, prior occupant, or person (collectively,
<br />"Occupant") has received any notice or advice from any governmental agency or
<br />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 Sellers' 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 />Sellers agree 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) any
<br />survey or environmental investigation costs incurred by it; (d) any transfer taxes, recording fees
<br />and Well Disclosure fees required to enable the Buyer to record its deed from the Sellers under
<br />this Agreement; (e) title evidence and updating costs; and (f) the closing fee charged by the title
<br />insurance or other closing agent, if any, utilized to close the transaction contemplated by this
<br />Agreement.. The Sellers 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 Sellers are
<br />given at least 24 hours' notice.
<br />12. Relocation Benefits; Indemnification. The Sellers acknowledge that the Sellers
<br />are being displaced from the Property as a result of the transaction contemplated by this Purchase
<br />7
<br />52553542 SJS EL185-08
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