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8673-13 McKinley School Purchase
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8673-13 McKinley School Purchase
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10/24/2013 1:28:17 PM
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10/24/2013 1:28:04 PM
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FUITT'M <br />Agreement, the term "Environmental Laws" shall include, without limitation, the Comprehensive <br />Environmental Response, Compensation and Liability Act ( "CERCLA "), 42 U.S.C. § 9601 et seq. and the <br />Resource Conservation and Recovery Act ( "RCRA "), 42 U.S.C. § 6901 et seq,. as amended from time to <br />time; and any similar federal, state and local laws and ordinances and the regulations and rules implementing <br />such statutes, laws and ordinances. The foregoing waiver and release shall be set forth in the Deed and shall <br />be binding upon all future owners and occupants of the Property. <br />SECTION 8 — DUE DILIGENCE. <br />8.1— Inspections and Reports: Review of Commitment and Survey. During the thirty (30) day period <br />following the Effective Date (the "Due Diligence Period "), Seller shall permit Buyer and Buyer's <br />representatives to enter the Property at any time for the purpose of conducting inspections and investigations <br />reasonably required by Buyer in order to determine the suitability of the Property for Buyer's purposes <br />(collectively, the "Inspections "). Buyer shall also review the status of title to the Property as set forth in the <br />Commitment and all matters relating to the Survey. Buyer shall promptly repair any damage to the Property <br />attributable to the conduct of the Inspections, and shall promptly return the Property to substantially the same <br />condition as existed prior to the conduct thereof. No Inspections shall be conducted without Seller's approval <br />as to the time and manner thereof, which approval shall not be unreasonably withheld, conditioned or <br />delayed. At Seller's request, any such Inspection shall be performed in the presence of a representative of <br />Seller. Buyer shall cause copies of all information and written materials obtained or generated in connection <br />with the conduct of all Inspections, including any tests and environmental studies conducted of the Property <br />(the "Reports "), to be delivered to Seller upon issuance thereof without cost to Seller. If the results of the <br />Inspections or the Reports are not acceptable to Buyer, or if Buyer is not satisfied with the status of title to the <br />Property as set forth in the Commitment or any matter shown on the Survey, Buyer may terminate this <br />Agreement by written notice given to Seller prior to the expiration of the Due Diligence Period, in which <br />event neither of the parties shall have any further rights or obligations hereunder except for obligations that <br />specifically survive the termination of this Agreement. If Buyer fails to terminate this Agreement prior to the <br />expiration of the Due Diligence Period, Buyer shall be deemed to have waived the contingency set forth in <br />this Section, approved the status of title as set forth in the Commitment and all matters shown on the Survey, <br />and elected to proceed with the purchase of the Property. <br />Buyer acknowledges and agrees that any such Inspections conducted by Buyer or Buyer's agents and <br />representatives shall be solely at the risk of Buyer. Buyer shall carry comprehensive public liability insurance <br />covering all activities conducted by Buyer, its agents, contractors and engineers on the Property. Stich <br />insurance shall have limits of not less than One Million and 00 /100 Dollars ($1,000,000.00) for personal <br />injury to or death of any one person, Two Million and 00 /100 Dollars ($2,000,000.00) for personal injury to <br />or death of any number of persons in any one accident and One Million and 00 /100 Dollars ($1,000,000.00) <br />for property damage, and shall name Seller as an additional insured. All ofthe obligations of Buyer under this <br />Section shall survive Closing or the termination of this Agreement. <br />8.3 — Confidentiality. Buyer agrees that it shall treat all Reports as confidential materials and shall not <br />disclose any portion thereof except: (i) to the extent necessary in connection with its evaluation of the <br />Property; (ii) to the extent required by law; or (iii) with the express written consent of Seller. Notwithstanding <br />any provision in this Agreement to the contrary, neither Buyer nor Buyer's agents shall contact any <br />governmental authority regarding Buyer's discovery of any Hazardous Substances (as hereinafter defined) on, <br />or any environmental conditions at, the Property without Seller's prior written consent thereto. In addition, if <br />Seller's consent is obtained by Buyer, Seller shall be entitled to receive at least five (5) business days prior <br />
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