GIVEN OR MAY HEREAFTER GIVE
RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGE, COSTS,
LOSSES AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE WAIVERS AND RELEASES HEREIN
HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT THE FOREGOING SENTENCE AND THAT,
EFFECTIVE AS OF THE CLOSING DATE, SUBJECT TO THE TERMS OF THIS AGREEMENT AND THE
CLOSING DOCUMENTS, PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE
AND ACQUIT THE SELLERS FROM ANY SUCH UNKNOWN CLAIMS, DEBTS, AND CONTROVERSIES
WHICH MIGHT IN ANY WAY BE INCLUDED AS A MATERIAL PORTION OF THE CONSIDERATION
GIVEN TO THE SELLERS BY PURCHASER IN EXCHANGE FOR THE SELLERS' PERFORMANCE
HEREUNDER.
(c)
THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH
OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND
UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION.
(d)
THE SELLERS HAVE GIVEN PURCHASER MATERIAL CONCESSIONS REGARDING
THIS TRANSACTION IN EXCHANGE FOR PURCHASER'S AGREEING TO THE PROVISIONS OF THIS
SECTION 7.6. THE PROVISIONS OF THIS SECTION 7.6 SHALL SURVIVE CLOSING WITHOUT
LIMITATION AND SHALL NOT BE DEEMED MERGED INTO ANY INSTRUMENT OR CONVEYANCE
DELIVERED AT CLOSING.
54
(e)
Nothing in this AGREEMENT shall be interpreted as waiving any claim
of Purchaser with respect to (A) any breach by a Seller of any express
representations, warranties OR covenants made by such Seller in this Agreement
or the Closing Documents, OR (B) ANY THIRD PARTY (INCLUDING GOVERNMENTAL) CLAIM,
DEMAND, OR ACTION AGAINST PURCHASER REGARDING THE PROPERTY THAT RESULTS FROM THE
ACTS OR OMISSIONS OF a RELEASED PARTY OR OTHER EVENTS OCCURRING DURING such
SELLER'S PERIOD OF OWNERSHIP OF its PROPERTY. FURTHER, NOTWITHSTANDING ANYTHING
IN IN THIS AGREEMENT TO THE CONTRARY: (I) PURCHASER SHALL HAVE THE RIGHT TO
DEFEND GOVERNMENT AND THIRD-PARTY CLAIMS BY ALLEGING THAT A SELLER, A RELEASED
PARTY OR SOMEONE ACTING ON A SELLER'S BEHALF, NOT PURCHASER, IS LIABLE FOR SUCH
CLAIMS AND PURCHASER HAS NO OBLIGATION TO INDEMNIFY A RELEASED PARTY FOR
GOVERNMENTAL OR THIRD PARTY CLAIMS ASSERTED BEFORE OR AFTER THE CLOSING AS A
RESULT OF ANY ACT OR OMISSION TAKEN OR FAILED TO BE TAKEN BY OR ON A RELEASED
PARTY'S BEHALF PRIOR TO THE CLOSING; AND (II) THE ACKNOWLEDGMENTS, WAIVERS AND
RELEASES SET FORTH BY PURCHASER IN THIS AGREEMENT SHALL NOT APPLY TO THIRD-PARTY
TORT CLAIMS RELATING TO THE PROPERTY AND OCCURRING DURING SUCH SELLER'S
OWNERSHIP OF THE PROPERTY. ADDITIONALLY, THE SELLERS AND PURCHASER HEREBY
ACKNOWLEDGE AND AGREE THAT THE WAIVERS AND RELEASES SET FORTH BY PURCHASER IN
THIS AGREEMENT ARE NOT INTENDED TO BE AND SHALL NOT BE CONSTRUED AS A WAIVER OF
SIMILAR CLAIMS AGAINST ANY OF SELLERS' PREDECESSORS-IN-TITLE WITH RESPECT TO THE
PROPERTY ("PREDECESSORS"), OR ANY SUCH PREDECESSOR'S OFFICERS, MEMBERS,
MANAGERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS OR CONTRACTORS, OR ANY OTHER
PERSON ACTING ON BEHALF OF ANY SUCH PREDECESSORS.
(f)
Additionally, notwithstanding any provision hereof to the contrary,
the acknowledgments, waivers and releases set forth in this AGREEMENT by
Purchaser and the Survival Period (AS set forth