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for a particular purpose. Upon consummation of the Contemplated <br />Transactions at the Closing, Buyer shall be deemed to have waived <br />and released any and all claims and causes of action that it has <br />or may have, at the time of Closing or in the future, against <br />Seller or any governing body of Seller, or any of their current <br />or former officers, directors, employees, agents or attorneys, <br />for any and all liabilities, obligations, losses, damages, fines, <br />penalties or consequential damages Buyer may incur as a result of <br />or in relation to its purchase or subsequent ownership, <br />operation, sale or disposal of the Assets, including, bu.t not <br />limited to, those arising from or relating to any environmental <br />contamination of the Assets or otherwise arising from oz' relating <br />to any applicable federal, state or local statute, law, rule, <br />regulation or ordinance, including, but not limited to, the <br />Comprehensive Environmental Response, Compensation and Liability <br />Act (CERCLA), the Resource Conservation and Recovery Act. (RCRA), <br />the Toxic Substances Control Act, the Federal Insecticide, <br />Fungicide and Rodenticide Act, the Clean Air Act, the Clean Water <br />Act, and the Safe Drinking kater Act, or any state or local <br />equivalent to those federal laws; provided, however, that Buyer <br />does not and shall not waive or release any such claims or causes <br />of action that arise out of or result from or are related to any <br />intentional misrepresentations on the part of Seller made to <br />Buyer or any intentional failure by Seller to disclose adverse <br />facts or information to Buyer in connection with the Cor.~templated <br />Transactions. <br />The Closino. <br />2.1 Place and Tir..e. <br />(a) The closing of the sale and puz~chase of <br />the Assets (the "Closing") shall take place at the offices of <br />Sherman S Howard, 3000 First Interstate Tower North,. 633 <br />Seventeenth Street, Denver, Colorado, as soon as practicable <br />after issuance by the Ban}:ruptcy Court of the Sale Ordez (the <br />"Closing Date"), provided in no event shall the Closing be later <br />than July 31, 1993. <br />(b). The Closing shall be deemed to be <br />effective for all purposes as of the close of business an the <br />Closing Date. <br />2.2 Deliveries by Seller. At the Closing, Seller <br />shall deliver the following to Buyer: <br />(a) Bill of sale and general assignment with <br />respect to the Assets in the form of Exhibit 2.2(a1 hereto. <br />(b) Special warranty deed with respect to <br />the DMC Land in the form of exhibit 2.2 (b) hereto. <br />5 - <br />