TO THE
PROPERTIES, AND BUYER HAS HAD ADEQUATE OPPORTUNITY OR WILL HAVE ADEQUATE
OPPORTUNITY PRIOR TO THE CLOSING (BUYER'S FAILURE TO SEND A TERMINATION NOTICE
PURSUANT TO SECTION 4.6.2 ABOVE SHALL CONSTITUTE AN ACKNOWLEDGMENT BY BUYER THAT
IT HAS HAD SUCH AN OPPORTUNITY) TO COMPLETE ALL PHYSICAL AND FINANCIAL
EXAMINATIONS RELATING TO THE ACQUISITION OF THE PROPERTIES HEREUNDER IT DEEMS
NECESSARY, AND WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF AND IN
33
RELIANCE UPON SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY
THE OWNER'S POLICY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY
SELLERS.
8.1.3
DUE DILIGENCE MATERIALS. ANY INFORMATION PROVIDED OR TO BE PROVIDED
WITH RESPECT TO THE PROPERTIES IS SOLELY FOR BUYER'S CONVENIENCE AND WAS OR WILL
BE OBTAINED FROM A VARIETY OF SOURCES. SELLERS HAVE NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKE NO (AND EXPRESSLY
DISCLAIM ALL) REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION. SELLERS SHALL NOT BE LIABLE FOR ANY MISTAKES, OMISSIONS,
MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE PROPERTIES NOR SHALL SELLERS
BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS,
APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING TO
THE PROPERTIES OR THE OPERATION THEREOF, FURNISHED BY SELLERS OR BY ANY MANAGER,
MEMBER OR PARTNER OF SELLERS, OR BY ANY REAL ESTATE BROKERS, MEMBERS, PARTNERS,
AGENTS, REPRESENTATIVES, TRUSTEES, AFFILIATES, DIRECTORS, OFFICERS,
SHAREHOLDERS, EMPLOYEES, SERVANTS OR AGENTS OF ANY OF THE FOREGOING, OR OTHER
PERSONS OR ENTITIES ACTING ON BEHALF OF SELLERS OR AT SELLERS' REQUEST
(COLLECTIVELY, "SELLER RELATED PARTIES").
8.2
RELEASE. EFFECTIVE AS OF THE CLOSING, BUYER HEREBY RELEASES SELLERS AND
ALL SELLER RELATED PARTIES FROM ALL CLAIMS THAT BUYER OR ANY PARTY CLAIMING BY,
THROUGH OR UNDER BUYER (A "BUYER RELATED PARTY") HAS OR MAY HAVE AS OF THE
CLOSING ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN
CONNECTION WITH THE PROPERTIES, INCLUDING THE PROPERTY INFORMATION, THE LEASES
AND THE TENANTS THEREUNDER, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE
DESIGN OR CONSTRUCTION AND ANY ENVIRONMENTAL CONDITIONS, AND BUYER SHALL NOT
LOOK TO ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY
REDRESS OR RELIEF. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING
TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO
UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION.
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/s/AK
INITIALS OF BUYER
8.3
SURVIVAL. THIS SECTION 8 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT
AND THE CLOSING.
8.4
SCOPE OF RELEASE. NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY,
THE PROVISIONS OF THIS SECTION 8 SHALL NOT RELEASE SELLERS FROM LIABILITY FOR:
(A) ANY DAMAGES, CLAIMS, LIABILITIES OR OBLIGATIONS ARISING OUT OF OR IN
CONNECTION WITH A BREACH OF (OR FAILURE TO COMPLY WITH) ANY COVENANT,
REPRESENTATION OR WARRANTY OF SELLERS SET FORTH IN THIS AGREEMENT OR ANY OF THE
CLOSING DOCUMENTS EXECUTED BY SELLERS IN CONNECTION WITH THIS AGREEMENT (BUT
SUBJECT TO THE LIMITATIONS PROVIDED IN SECTIONS 7.3,