THE PROPERTY
BY BUYER HEREUNDER SHALL BE CONCLUSIVE EVIDENCE THAT:
(1) BUYER HAS FULLY AND
COMPLETELY INSPECTED (OR HAS CAUSED TO BE FULLY AND COMPLETELY INSPECTED) THE
PROPERTY; AND (2) BUYER ACCEPTS THE PROPERTY AS BEING IN GOOD AND SATISFACTORY
CONDITION AND SUITABLE FOR BUYER'S PURPOSES.
C.
EXCEPT FOR CLAIMS FOR SELLER'S BREACH
OF REPRESENTATIONS AND WARRANTIES OF SELLER PROVIDED IN SECTION 6.1 BELOW, OR IN
THE DOCUMENTS EXECUTED AT THE CLOSING, BUYER FOR ITSELF AND ON BEHALF OF EACH OF
ITS SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASORS") BY THIS GENERAL
RELEASE OF KNOWN AND UNKNOWN CLAIMS (THIS "RELEASE") HEREBY IRREVOCABLY AND
UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES SELLER, 3200 WALNUT, LLC,
AND
THEIR RESPECTIVE MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND AFFILIATES
(COLLECTIVELY, THE "RELEASEES") AND EACH OF THEM, FROM AND AGAINST ANY AND ALL
CLAIMS OF ANY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR
UNSUSPECTED, FIXED OR CONTINGENT, LIQUIDATED OR UNLIQUIDATED WHICH ANY OF THE
RELEASORS NOW HAVE, OWN, HOLD OR CLAIM TO HAVE HAD, OWNED OR HELD, AGAINST ANY
OF THE RELEASEES ARISING FROM, BASED UPON OR RELATED TO, WHETHER DIRECTLY OR
INDIRECTLY, ANY FACTS, MATTERS, CIRCUMSTANCES, CONDITIONS OR DEFECTS (WHETHER
PATENT OR LATENT) OF ALL OR ANY KINDS, RELATED TO, ARISING FROM, OR BASED UPON,
WHETHER DIRECTLY OR INDIRECTLY, THE PROPERTY, INCLUDING WITHOUT LIMITATION
(I) THE PHYSICAL CONDITION, QUALITY AND STATE OF REPAIR OF THE PROPERTY
CONVEYED; (II) ANY LATENT OR PATENT DEFECT AFFECTING THE PROPERTY CONVEYED,
(III) THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, ABOUT OR UNDER THE PROPERTY OR
WHICH HAVE MIGRATED FROM ADJACENT LANDS TO THE PROPERTY OR FROM THE PROPERTY TO
ADJACENT LANDS, AND (IV) ANY CLAIMS ARISING OUT OF ALLEGED CONSTRUCTION
DEFECTS.
THE FOREGOING RELEASE SHALL BE EFFECTIVE AS OF THE CLOSING, AND SHALL
SURVIVE CLOSING.
Seller's initials
Buyer's initials
6
D.
ON OR BEFORE THE INSPECTION DEADLINE,
BUYER SHALL NOTIFY SELLER AS TO WHICH CONTRACTS BUYER WILL ASSUME AND WHICH
CONTRACTS SHALL BE TERMINATED BY SELLER IN BUYER'S SOLE DISCRETION.
BUYER WILL
ASSUME THE OBLIGATIONS ARISING FROM AND AFTER THE CLOSING DATE UNDER THOSE
CONTRACTS WHICH BUYER HAS ELECTED TO ASSUME.
SELLER SHALL TERMINATE AT CLOSING
ALL CONTRACTS THAT ARE NOT SO ASSUMED.
SELLER SHALL TERMINATE AT CLOSING, AND
BUYER SHALL NOT ASSUME, ANY PROPERTY MANAGEMENT OR LEASING AGREEMENT AFFECTING
THE PROPERTY.
3.3
TENANT ESTOPPELS.
A.
SELLER SHALL ENDEAVOR TO SECURE AND
DELIVER TO BUYER ESTOPPEL CERTIFICATES FROM TENANTS (AND SUBTENANTS) UNDER ALL
LEASES SUBSTANTIALLY IN THE FORM OF EXHIBIT D ATTACHED HERETO (COLLECTIVELY, THE
"TENANT ESTOPPELS").
SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN
THE SAME, DULY EXECUTED BY THE TENANTS (AND ANY SUBTENANTS), AND TO DELIVER THE
SAME TO BUYER PRIOR TO THE CLOSING DATE; PROVIDED, HOWEVER, THAT THE TENANT
ESTOPPELS SHALL NOT BE A BUYER'S CLOSING CONDITION.
3.4
ONGOING OPERATIONS.
During the pendency of this Agreement:
A.
SELLER SHALL CAUSE THE PROPERTY TO BE
OPERATED ONLY IN THE ORDINARY AND USUAL COURSE OF BUSINESS AND CONSISTENT WITH
PAST PRACTICE, SHALL, SUBJECT TO REASONABLE WEAR AND TEAR,