IT IS NOT RELYING ON
ANY REPRESENTATION OR WARRANTY OF EITHER SELLER OR ANY DIRECT OR INDIRECT
PARTNER,
53
member, director, trustee, officer, employee, affiliate, attorney, agent or
broker of either Seller, whether implied, presumed or expressly provided,
arising by virtue of any statute, regulation or common law right or remedy in
favor of any of them. In addition, Purchaser acknowledges and agrees that no
property (real, personal or otherwise) owned by any tenant or any other Person
is intended to be conveyed hereunder unless said property is described and
purported to be conveyed herein. For the purposes of this Agreement, "Person"
means any individual, corporation, partnership, association, trust, limited
liability company, or other entity or organization.
(B)
PURCHASER ACKNOWLEDGES AND AGREES THAT ANY
REPORTS OBTAINED BY IT OR ANY OF ITS AFFILIATES ARE THE SOLE RESPONSIBILITY OF
PURCHASER, AND, EXCEPT TO THE EXTENT EXPRESSLY REQUIRED PURSUANT TO THIS
AGREEMENT OR ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, NONE OF SELLERS OR
ANY OF THEIR AFFILIATES HAS ANY OBLIGATION TO MAKE ANY CHANGES, ALTERATIONS OR
REPAIRS TO ANY PROPERTY OR ANY PORTION THEREOF OR TO CURE ANY VIOLATIONS OF LAW
OR TO COMPLY WITH THE REQUIREMENTS OF ANY INSURER.
THE PURCHASER ACKNOWLEDGES
AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, OR IN
ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, PURCHASER IS SOLELY RESPONSIBLE
FOR OBTAINING, AS IT DEEMS NECESSARY OR APPROPRIATE, ANY APPROVAL OR PERMIT
NECESSARY FOR ACCEPTANCE BY IT OF ANY PROPERTY OR INTEREST AND FOR ANY REPAIRS
OR ALTERATIONS NECESSARY TO OBTAIN THE SAME, ALL AT PURCHASER'S SOLE COST AND
EXPENSE.
THIS SECTION 8.6 SHALL SURVIVE THE CLOSING OR, IF THE CLOSING DOES NOT
OCCUR, THE TERMINATION OF THIS AGREEMENT.
8.7
RELEASE.
(A)
WITHOUT LIMITING THE
PROVISIONS OF SECTION 8.6, EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER
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 AGAINST, EITHER SELLER OR ITS RESPECTIVE AFFILIATES OR ANY DIRECT OR
INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON,
AFFILIATES OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING,
AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND
ASSIGNS (EACH, A "RELEASED ENTITY", AND COLLECTIVELY, THE "RELEASED ENTITIES")
WITH RESPECT TO ANY AND ALL SUITS, ACTIONS, PROCEEDINGS, INVESTIGATIONS,
DEMANDS, CLAIMS, LIABILITIES, 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 THE TRANSFERRED INTERESTS, THE PROPERTY OR ANY
PORTION THEREOF (COLLECTIVELY, "CLAIMS"), INCLUDING, WITHOUT LIMITATION, THE
PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF ANY PROPERTY OR ANY LAW OR
REGULATION APPLICABLE THERETO, OR ANY OTHER MATTER RELATING TO THE USE,
PRESENCE, DISCHARGE OR RELEASE