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BMDV-54329\2647924.2 Put Option Agreement - 9 -
<br />CITY/AGENCY WILL BE ACQUIRING THE PROPERTY BASED SOLELY UPON
<br />AND IN RELIANCE ON THEIR OWN INSPECTIONS, EVALUATIONS, ANALYSES
<br />AND CONCLUSIONS, AND THAT SUBJECT TO BEAM’S WARRANTIES,
<br />CITY/AGENCY WILL BE ACQUIRING THE PROPERTY IN ITS “AS-IS”
<br />CONDITION AND STATE OF REPAIR INCLUSIVE OF ALL FAULTS AND
<br />DEFECTS, WHETHER KNOWN OR UNKNOWN, AS MAY EXIST AS OF THE
<br />CLOSING, AND CITY/AGENCY EXPRESSLY ACKNOWLEDGES THE RISK THAT
<br />ADVERSE PHYSICAL, ENVIRONMENTAL, FINANCIAL, LEGAL AND OTHER
<br />CONDITIONS MAY NOT BE REVEALED BY CITY/AGENCY’S INSPECTION OF
<br />THE PROPERTY.
<br />BY INITIALING BELOW, THE CITY/AGENCY ACKNOWLEDGE THAT THEY
<br />HAVE READ AND UNDERSTAND THE MEANING AND SIGNIFICANCE OF THIS
<br />SECTION AND AGREE TO THE TERMS SET FORTH HEREIN.
<br />CITY: ______
<br />AGENCY: ______
<br />6.5 City/Agency’s Release of Beam.
<br />6.5.1 Beam Released From Liability. Subject to Beam’s Warranties,
<br />Beam is hereby released from all responsibility and liability to City/Agency regarding the
<br />condition (including, without limitation, its physical condition and its compliance with
<br />applicable laws, and the presence in the soil, air, structures and surface and subsurface waters, of
<br />hazardous substances or substances that have been or may in the future be determined to be
<br />toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated,
<br />handled and/or removed from the Property under current or future federal, state and local laws,
<br />regulations or guidelines), valuation, salability or utility of the Property, or its suitability for any
<br />purpose whatsoever except to the extent that such responsibility or liability is the result of a
<br />breach of Beam’s Warranties or Beam fraud, or the acts or omissions of Beam after the
<br />Acquisition Date.
<br />6.5.2 City/Agency’s Waiver of Objections. Subject to Beam’s
<br />Warranties, City/Agency acknowledges that prior to the Effective Date they have inspected the
<br />Property, observed its physical characteristics and existing conditions and had the opportunity to
<br />conduct such investigation and study on and of said Property and adjacent areas as it deemed
<br />necessary, and subject to Beam’s Warranties, hereby waive any and all objections to, claims,
<br />causes of action or complaints (including, without limitation, actions based on federal, state or
<br />common law and any private right of action under CERCLA, RCRA or any other state and
<br />federal law to which the Property is or may be subject) regarding physical characteristics and
<br />existing conditions, including, without limitation, structural and geologic conditions, subsurface
<br />soil and water conditions and solid and hazardous waste and hazardous substances on, under,
<br />adjacent to or otherwise affecting the Property and existing as of the Acquisition Date.
<br />City/Agency further hereby acknowledge the risk of changes in applicable laws and regulations
<br />including, without limitation, those relating to past, present and future environmental conditions
<br />on the Property, and the risk that adverse physical characteristics and conditions, including
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