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5489135.1 9
<br />AND RIGHTS, AND ANY AND ALL CLAIMS UNDER CERCLA AND RCRA OR
<br />ANY OTHER ENVIRONMENTAL REQUIREMENT.
<br />5.4.2. PURCHASER HEREBY FULLY AND FOREVER RELEASES, ACQUITS
<br />AND DISCHARGES SELLER AND EACH OF THE SELLER PARTIES, OF AND
<br />FROM, AND HEREBY FULLY AND FOREVER WAIVES ANY AND ALL
<br />CLAIMS, ADMINISTRATIVE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
<br />ACTION, DISPUTES, OBLIGATIONS, JUDGMENTS, VERDICTS, DAMAGES,
<br />LIABILITIES, FEES (INCLUDING ATTORNEYS’ FEES), COSTS, EXPENSES,
<br />COMPENSATION, DUES, AND DEBTS, IN EACH CASE, WHETHER ACTUAL
<br />OR POTENTIAL, WHETHER KNOWN OR UNKNOWN, DIRECT OR INDIRECT,
<br />FORESEEABLE OR UNFORESEEABLE, ABSOLUTE OR CONTINGENT, THAT
<br />PURCHASER NOW HAS OR MAY HAVE OR WHICH MAY ARISE IN THE
<br />FUTURE ARISING OUT OF, DIRECTLY OR INDIRECTLY, OR IN ANY WAY
<br />CONNECTED WITH THE PROPERTY OR ANY OTHER MATTERS RELATING
<br />TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (A) ANY
<br />CONDITION OF ENVIRONMENTAL CONTAMINATION OR POLLUTION AT
<br />THE PROPERTY, HOWEVER AND WHENEVER OCCURRING (INCLUDING,
<br />WITHOUT LIMITATION, THE CONTAMINATION OR POLLUTION OF ANY
<br />SOILS, SUBSOIL MEDIA, SURFACE WATERS OR GROUNDWATERS AT THE
<br />PROPERTY) INCLUDING, BUT NOT LIMITED TO, HAZARDOUS MATERIALS;
<br />(B) TO THE EXTENT NOT ALREADY INCLUDED IN (A) ABOVE, THE PRIOR,
<br />PRESENT OR FUTURE EXISTENCE, RELEASE OR DISCHARGE, OR
<br />THREATENED RELEASE, OF ANY HAZARDOUS MATERIALS AT THE
<br />PROPERTY, HOWEVER AND WHENEVER OCCURRING; (C) THE VIOLATION
<br />OF, OR NON-COMPLIANCE WITH, ANY APPLICABLE LAW NOW OR
<br />HEREAFTER IN EFFECT, HOWEVER OR WHENEVER OCCURRING; (D) THE
<br />CONDITION OF THE SOIL AT THE PROPERTY; (E) THE CONDITION OF
<br />IMPROVEMENTS INCLUDING, WITHOUT LIMITATION, THE STRUCTURAL
<br />INTEGRITY AND SEISMIC COMPLIANCE OF SUCH IMPROVEMENTS AND
<br />ALL “WORK” PERFORMED TO THE PROPERTY (AS DEFINED IN THE
<br />EXISTING LEASE); (F) THE INACCURACY, UNRELIABILITY, OR
<br />INCOMPLETENESS OF, OR ANY DEFECT OR MISTAKE IN, ANY DELIVERIES
<br />MADE BY SELLER IN CONNECTION WITH THIS CONTRACT OR THE
<br />SETTLEMENT AGREEMENT; (G) TO THE EXTENT NOT ALREADY COVERED
<br />BY ANY OF THE FOREGOING CLAUSES (A) THROUGH (F), ABOVE, THE USE,
<br />MAINTENANCE, DEVELOPMENT, CONSTRUCTION (INCLUDING WITHOUT
<br />LIMITATION ANY AND ALL DEFECTS, PATENT, LATENT OR OTHERWISE,
<br />KNOWN OR UNKNOWN), CONVERSION OF USE, OWNERSHIP OR
<br />OPERATION OF THE PROPERTY BY SELLER OR ANY OF SELLER’S
<br />PREDECESSOR(S)-IN-INTEREST IN THE PROPERTY; (H) ANY MATTERS
<br />ARISING FROM OR RELATING TO ANY LEASES (INCLUDING WITHOUT
<br />LIMITATION, CLAIMS, DAMAGES, LIABILITIES, OR OTHERWISE
<br />ASSERTED BY ANY THIRD PARTIES); OR (I) ANY MATTERS BASED ON
<br />SELLER’S ALLEGED SUPERIOR KNOWLEDGE OR FAILURE TO DISCLOSE.
<br />AS PART OF THE PROVISIONS OF THIS SECTION 5.4.2, BUT NOT AS A
<br />LIMITATION THEREON, PURCHASER HEREBY AGREES, REPRESENTS, AND
<br />WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED
<br />EXHIBIT 1
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