and working order. Except as otherwise specifically provided
herein, at Closing, Seller shall deliver the Property in substantially the same
condition as exists on the Effective Date, reasonable wear and tear excepted and
subject to Section 11.14 hereof.
7.2.5
OFAC. Buyer shall cooperate with Seller and the
Settlement Agent in complying with Executive Order No. 13224, 66 Fed Reg. 49079
(September 25, 2001) and other similar requirements contained in the rules and
regulations of the Office of Foreign Asset Control ("OFAC").
12
7.2.6
Release. EXCEPT TO THE EXTENT OF SELLER'S EXPRESS
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT (BUT
SUBJECT TO THE REMEDIES AND LIMITATIONS APPLICABLE FOR ANY BREACH THEREOF
HEREUNDER), BUYER, OR ANYONE CLAIMING BY, THROUGH OR UNDER BUYER, HEREBY FOREVER
AND FULLY DISCHARGES AND RELEASES SELLER, ITS MANAGERS, MEMBERS, PARTNERS,
EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, REPRESENTATIVES,
CONSULTANTS AND AGENTS (COLLECTIVELY, THE "SELLER RELEASEES") FROM, AND
IRREVOCABLY WAIVES ITS RIGHT TO MAINTAIN ANY AND ALL CLAIMS AND CAUSES OF ACTION
THAT IT OR THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SELLER RELEASEES FOR
ANY COST, LOSS, LIABILITY, DAMAGE (OF ANY NATURE WHATSOEVER), EXPENSE, DEMAND,
ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY DEFECTS, ERRORS,
OMISSIONS OR OTHER CONDITIONS AFFECTING THE PROPERTY (COLLECTIVELY, "CLAIMS"),
WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN THAT MAY
ARISE ON ACCOUNT OF, OR IN ANY WAY BE CONNECTED WITH THE PROPERTY, INCLUDING,
WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE
PROPERTY, OR ANY LAW OR REGULATION APPLICABLE THERETO. EXCEPT TO THE EXTENT OF
SELLER'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS
AGREEMENT (BUT SUBJECT TO THE REMEDIES AND LIMITATIONS APPLICABLE FOR ANY BREACH
THEREOF HEREUNDER), BUYER HEREBY WAIVES ANY CLAIM OR MATTER (REGARDLESS OF WHEN
IT FIRST APPEARED OR APPEARS) RELATING TO OR ARISING FROM THE PRESENCE OF ANY
ENVIRONMENTAL CONTAMINATION OR OTHER CONDITIONS, OR THE USE, PRESENCE, STORAGE,
RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, FROM, UNDER
AND/OR AROUND THE PROPERTY REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE
FIRST INTRODUCED ON, IN, FROM UNDER AND/OR ABOUT THE PROPERTY, AND BUYER HEREBY
WAIVES AND AGREES NOT TO COMMENCE ANY ACTION, LEGAL OR EQUITABLE PROCEEDING,
CAUSE OF ACTION OR SUITS IN LAW OR EQUITY, OF WHATEVER KIND OR NATURE,
INCLUDING, BUT NOT LIMITED TO, A PRIVATE RIGHT OF ACTION UNDER THE FEDERAL
CERCLA, 42 U.S.C. SECTIONS 9601 ET SEQ., AND/OR OTHER SIMILAR FEDERAL, STATE,
FOREIGN AND LOCAL LAWS (AS SUCH LAWS MAY BE AMENDED, SUPPLEMENTED OR REPLACED
FROM TIME TO TIME), DIRECTLY OR INDIRECTLY, AGAINST SELLER RELEASEES OR ANY OF
THEM IN CONNECTION WITH ANY OF THE CLAIMS DESCRIBED IN THIS SECTION 7.2.6 FOR
MATTERS ARISING PRIOR TO THE CLOSING DATE AND NOT IN CONFLICT WITH TENANT'S
OBLIGATIONS PURSANT TO THE PROVISIONS OF THE LEASE. BUYER FURTHER AGREES,
REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE BEEN
NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT BUYER
NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER RELEASEES
FROM ANY