REFLECT THE
VALUE THEREOF, (H) THE TAX LIABILITY OF THE PROPERTY, (I) THE ASSESSED VALUE OF
THE PROPERTY AND THE TAX LIABILITY THEREFOR SUBSEQUENT TO THE CLOSING, OR
(J) ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE PROPERTY, OR ANY
PORTION THEREOF, THE INTERESTS THEREIN TO BE CONVEYED TO BUYER PURSUANT TO THE
TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER HAS HAD THE OPPORTUNITY TO
INSPECT THE PROPERTY AND WILL RELY ON THAT INSPECTION AND OTHER FURTHER
INSPECTIONS AND RIGHTS WHICH ARE PROVIDED FOR IN THIS AGREEMENT AND/OR THE
CLOSING DOCUMENTS.
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EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, BUYER
RELEASES SELLER, THE SELLER RELATED PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS WHICH BUYER OR ANY PARTY RELATED TO
OR AFFILIATED WITH BUYER (EACH, A "BUYER RELATED PARTY") HAS OR MAY HAVE ARISING
FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE
PROPERTY, INCLUDING THE DUE DILIGENCE DOCUMENTS AND INFORMATION DELIVERED TO
BUYER OR OTHERWISE REFERRED TO HEREIN, THE LEASES AND THE TENANTS THEREUNDER,
ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION AND
ANY ENVIRONMENTAL CONDITIONS, AND NEITHER BUYER NOR ANY BUYER RELATED PARTY
SHALL LOOK TO SELLER, THE SELLER RELATED PARTIES OR THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS
RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESS
TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED
CLAIMS, DAMAGES AND CAUSES OF ACTION.
14.1.3 EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, SELLER
HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, ORAL OR WRITTEN, EXPRESS
OR IMPLIED OR ARISING BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE
MATTERS REFERRED TO IN THIS SECTION 14.1 AND ANY WARRANTY OF CONDITION,
HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT TO
THE PROPERTY. BUYER DECLARES AND ACKNOWLEDGES THAT THIS EXPRESS DISCLAIMER SHALL
BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS SALE AND IS REFLECTED IN THE
CONSIDERATION PAYABLE BY BUYER HEREUNDER AND, AS AN INDUCEMENT FOR SELLER TO
PROCEED WITH THIS TRANSACTION, BUYER FURTHER DECLARES AND ACKNOWLEDGES THAT THIS
DISCLAIMER HAS BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL
AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED THERETO.
14.2 Acceptance of Closing Documents; Waivers. Except for those matters
expressly set forth in this Agreement to survive the Closing and/or the
Apportionment Date, and except for the agreements of Seller and Buyer set forth
in the Closing Documents or otherwise entered into at the Closing, Buyer's
acceptance of the Deed and the other Closing Documents shall be and be deemed to
be an acknowledgment by Buyer that Seller has fully performed, discharged and
complied with all of Seller's obligations, covenants and agreements hereunder
and that Seller shall have no further liability with respect thereto.
14.3 Survival. The provisions of this Article 14 shall survive the