BUYER DOES NOT WAIVE OR RELEASE CLAIMS BASED ON FRAUD, GROSS
Purchase and Sale Agreement
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NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SELLER OR ANY SELLER RELATED
PARTY, OR BASED ON SELLER'S FAILURE TO DISCLOSE TO BUYER ANY MATERIAL FACT OF
WHICH SELLER HAS ACTUAL KNOWLEDGE. BUYER SHALL NOT MAKE OR INSTITUTE ANY CLAIMS
AGAINST ANY OF THE SELLER RELATED PARTIES WHICH ARE INCONSISTENT WITH THE
FOREGOING. BUYER AGREES THAT THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT
ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS. THIS RELEASE INCLUDES
CLAIMS OF WHICH BUYER IS PRESENTLY UNAWARE OR WHICH BUYER DOES NOT PRESENTLY
SUSPECT TO EXIST, WHICH IF KNOWN BY BUYER, WOULD MATERIALLY AFFECT BUYER'S
RELEASE TO SELLER. IN THIS CONNECTION AND TO THE MAXIMUM EXTENT PERMITTED BY
LAW, BUYER AGREES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO IT MAY
HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS,
DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH ARE PRESENTLY
UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND BUYER FURTHER AGREES AND
ACKNOWLEDGES 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 THE SELLER RELATED PARTIES FROM ANY
SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES,
COSTS, LOSSES AND EXPENSES EXCEPT TO THE EXTENT CAUSED BY FRAUD, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SELLER OR ANY SELLER RELATED
PARTY. BUYER ACKNOWLEDGES THAT BUYER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL
COUNSEL OF BUYER'S SELECTION AND BUYER IS GRANTING THIS RELEASE OF ITS OWN
VOLITION AND AFTER CONSULTATION WITH BUYER'S COUNSEL. BUYER ACKNOWLEDGES THAT
BUYER HAS CAREFULLY REVIEWED THIS SECTION 9 AND DISCUSSED ITS IMPORT WITH LEGAL
COUNSEL AND THAT THE PROVISIONS OF THIS SECTION 9 ARE A MATERIAL PART OF THIS
AGREEMENT.
Buyer's Initials ______
(h)In no event shall Seller be liable to Buyer for any incidental, special,
exemplary, punitive or consequential damages, including, without limitation,
loss of profits or revenue, interference with business operations, loss of
tenants, lenders, investors, buyers, diminution in value of the Property, or
inability to use the Property, due to the condition of the Property.
(i)THIS SECTION 9 SHALL SURVIVE CLOSING AND DELIVERY OF THE DEED, OR TERMINATION
OF THIS AGREEMENT, AND SHALL BE DEEMED INCORPORATED BY REFERENCE AND MADE A PART
OF ALL DOCUMENTS DELIVERED BY SELLER TO BUYER IN CONNECTION WITH THE SALE OF THE
PROPERTY.
Purchase and Sale Agreement
Page 18 of 33
10.Seller's Representations and Warranties.
(a)
Seller's Representations and Warranties. Seller represents and warrants
to Buyer the matters set forth on Addendum II, which is incorporated herein by
this reference as though fully set forth herein. Other than as expressly
contained in this Agreement and Addendum II, Seller makes no representations or
warranties of any kind relating to the Property or its condition or fitness.
Buyer is entitled to rely on Seller's representations and warranties
notwithstanding Buyer's inspection