Form Apa - Asset Purchase Agreement Page 36
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but not limited to, Environmental Laws, and the Purchased Assets' fitness for any
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particular purpose, use or enjoyment.
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As a further consideration for all of Seller's obligations hereunder, and as an
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express material inducement to Seller, without which and but for Seller would not enter
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into this Agreement, Buyer agrees that, except for Seller's express representations and
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warranties set forth in this Agreement, Buyer is purchasing the Purchased Assets without
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recourse of any kind, nature or description against Seller, and Buyer hereby expressly
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releases Seller, Seller's agents, representatives, employees and attorneys from and against
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any and all loss, claim, cost, contribution, liability, obligation, penalty and expense
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(including attorneys' fees) and damages, directly or indirectly arising out of, in
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connection with or related to any present or past condition of the Purchased Assets,
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including, but not limited to, the existence, use, management, control, handling,
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manufacturing, creation, generation, storage, disposal, discharge, removal, treatment,
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containment or remediation of any Hazardous Materials in, on, under or about the
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Purchased Assets, including, without limitation, the cost of any required or necessary
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repair, clean-up, remediation or detoxification of the Purchased Assets. Seller expressly
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disclaims any responsibility for the past or present use, management, control, handling,
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manufacture, creation, generation, storage, disposal, discharge, removal, treatment,
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containment, remediation or existence of any Hazardous Materials in, on, under or about
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the Purchased Assets. Buyer knowingly and voluntarily waives any and all rights,
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benefits and privileges (including, but not limited to, any rights of contribution under any
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applicable Environmental Laws) to the fullest extent permissible under any federal, state,
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local, or other laws which do or would negatively affect the validity or enforceability of
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all or part of this release.
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The provisions of this Section 10.6 shall survive the Closing.
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ARTICLE XI
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MISCELLANEOUS
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11.1
Termination
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(a)
Termination.
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This Agreement may be terminated at any time prior to Closing:
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(i)
By mutual written consent of Buyer and Seller;
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(ii)
By Buyer or Seller if the Closing shall not have
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occurred on or before __________ days following the date hereof, provided, however,
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that this provision shall not be available to Buyer if Seller has the right to terminate this
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Agreement under clause (iv) of this Section 11.1, and this provision shall not be available
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to Seller if Buyer has the right to terminate this Agreement under clause (iii) of this
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Section 11.1;
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(iii)
By Buyer if there is a material breach of any
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representation or warranty set forth in Article IV hereof or any covenant (other than the
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