BUYER IS PURCHASING THE PROPERTY "AS-IS, WHERE IS AND WITH ALL
FAULTS" IN ITS PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR, TEAR AND
NATURAL DETERIORATION OF THE PROPERTY BETWEEN THE DATE HEREOF AND THE CLOSING
DATE AND FURTHER AGREES THAT (a) SELLER SHALL NOT BE LIABLE FOR ANY LATENT OR
PATENT OR OTHER DEFECTS IN THE PROPERTY, (b) EXCEPT AS EXPRESSLY SET FORTH
HEREIN, NEITHER MANAGER, SELLER, NOR ANY OTHER RELEASED PARTY HAS MADE OR WILL
MAKE OR WILL BE ALLEGED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS,
WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO BUYER, WHETHER EXPRESS OR
IMPLIED, REGARDING THE PROPERTY OR ANY PART THEREOF, OR ANYTHING RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT, AND (c) BUYER, IN EXECUTING, DELIVERING AND
PERFORMING THIS AGREEMENT, HAS NOT AND DOES NOT RELY UPON ANY
STATEMENT, INFORMATION, OR REPRESENTATION TO WHOMSOEVER MADE OR GIVEN, WHETHER
TO BUYER OR OTHERS, AND WHETHER DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING,
MADE BY ANY PERSON, FIRM OR CORPORATION, EXCEPT AS EXPRESSLY SET FORTH HEREIN.
Section 12.2.
Release of Claims.
Except as otherwise set forth in this
Agreement, without limiting any provision in this Agreement, Buyer, for itself
and any of its successors and assigns and their affiliates, hereby irrevocably
and absolutely waives its right to recover from, and forever releases and
discharges, and covenants not to file or otherwise pursue any legal action
(whether based on contract, statutory rights,
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common law or otherwise) against, Seller or its affiliates or any direct or
indirect partner, member, trustee, beneficiary, director, shareholder, manager,
controlling person, affiliate, officer, attorney, employee, agent, contractor,
tenant, representative (including, without limitation, Manager) or broker of any
of the foregoing, and any of their respective heirs, successors, personal
representatives, devisees, donees and assigns (each a "Released Party" and
collectively, "Released Parties") with respect to any and all suits, actions,
proceedings, investigations, demands, claims, liabilities, obligations, fines,
penalties, liens, judgments, losses, injuries, damages, settlement expenses or
costs of whatever kind or nature, whether direct or indirect, known or unknown,
contingent or otherwise (including any action or proceeding brought or
threatened or ordered by any governmental authority), including, without
limitation, attorneys' and experts' fees and expenses, and investigation and
remediation costs that may arise on account of or in any way be connected with
(a) the due diligence investigations by Receiving Party Representatives
permitted pursuant to Section 3.4 hereof, and (b) the Property or any portion
thereof including, without limitation, Section 12.1 hereof (collectively,
"Claims"), including, without limitation, the physical, environmental and
structural condition of the Property or any law or regulation applicable
thereto, or any other matter relating to the use, presence, discharge or release
of hazardous materials) on, under, in, above or about the Property; provided,
however, that Buyer does not waive its rights, if any, to recover from, or
release or discharge or covenant not to bring any action against (i) Seller or
any other Released Party for any act that constitutes fraud, (ii) Seller for any
material breach