INVESTIGATIONS, AND BUYER AND BUYER'S SUCCESSORS, ASSIGNS AND TRANSFEREES, UPON
CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER AND
SELLER'S SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES,
LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY
AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED
OR ALLEGED AGAINST SELLER (AND SELLER'S OFFICERS, DIRECTORS, MEMBERS,
SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) AT ANY TIME BY REASON
OF OR ARISING OUT OF ANY LATENT OR PATENT PHYSICAL CONDITIONS, VIOLATIONS OF ANY
APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR
MATTERS (INCLUDING BUT NOT LIMITED TO ENVIRONMENTAL MATTERS) REGARDING THE
PROPERTY, EXCLUDING HOWEVER, ANY CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES,
DAMAGES, LIABILITIES, COSTS AND EXPENSES INCURRED BY BUYER AND ARISING OR
RESULTING FROM A BREACH OF ANY SELLER'S REPRESENTATIONS AND WARRANTIES IN THIS
AGREEMENT, SUBJECT, HOWEVER, TO THE LIMITATION ON THE PERIOD DURING WHICH SUCH
BREACH CLAIMS MAY BE MADE AND THE LIMITATION ON SELLER'S LIABILITY AS EXPRESSLY
PROVIDED IN THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, HOWEVER, BUYER'S
RELEASE OF SELLER SET FORTH ABOVE SHALL NOT PRECLUDE BUYER FROM ANY DEFENSE OF
BUYER IN OR RELATING TO THIRD-PARTY CLAIMS BROUGHT BY OTHERS, INCLUDING CLAIMS
BROUGHT BY GOVERNMENT AGENCIES RELATING TO ENVIRONMENTAL MATTERS.
(iv) BUYER, WITH BUYER'S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS
SET FORTH IN THIS
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AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND EFFECT. BUYER ACKNOWLEDGES AND
AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT,
ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO
SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND
OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.
THE TERMS AND CONDITIONS OF THIS SECTION 13(e) WILL EXPRESSLY SURVIVE THE
CLOSING OR ANY TERMINATION AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
DOCUMENTS.
INITIALS OF SELLER:
INITIALS OF BUYER:
14. ACTIONS AFTER THE EFFECTIVE DATE. The parties covenant to do the following
through the Closing Date:
(a) Title. Except as otherwise specifically contemplated in this Agreement or as
may be required by legal requirements, from and after the Effective Date, Seller
shall not make or permit any changes to the Property or to the condition of
title to the Property that would change the Approved Title or the Approved
Survey except with Buyer's advance written consent, which consent shall not be
unreasonably withheld.
(b) Maintenance and Operation of Property. From and after the Effective Date,
Seller shall maintain existing insurance coverage in full force and effect, and
shall operate and maintain the Property in substantially the same manner as
operated and maintained as of the Effective Date, shall not delay or defer any
repair or maintenance item, and shall pay all bills and obligations arising from
the Property as payment becomes due. Seller shall not make any material
alterations to or upon the Property, except with