SEPARATELY ADDRESSED IN THE
APPLICABLE PROPERTY LEASE, BUYER, UPON SUCH CLOSING, SHALL BE DEEMED TO HAVE
WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S PARTNERS, OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) 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 PARTNERS, OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF
ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, ENVIRONMENTAL
CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER FACTS,
OMISSIONS, EVENTS CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTIES.
SECTION 14.3 RELEASE FROM LIABILITY. BUYER ACKNOWLEDGES THAT IT HAS HAD THE
OPPORTUNITY TO INSPECT AND/OR INVESTIGATE THE PROPERTIES PRIOR TO THE APPLICABLE
CLOSING, AND DURING SUCH PERIOD, OBSERVE THE PHYSICAL CHARACTERISTICS AND
EXISTING CONDITIONS OF THE PROPERTIES AND THE OPPORTUNITY TO CONDUCT SUCH
INVESTIGATION AND STUDY ON AND OF THE PROPERTIES AND ADJACENT AREAS AS BUYER
DEEMS NECESSARY, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR
SEPARATELY ADDRESSED IN THE PROPERTY LEASES, BUYER HEREBY FOREVER RELEASES AND
DISCHARGES SELLER FROM ALL RESPONSIBILITY AND LIABILITY (INCLUDING ALL
REGULATORY, CIVIL AND COMMON LAW LIABILITIES AND THIRD PARTY CLAIMS) ARISING
AFTER SUCH CLOSING, WHETHER KNOWN OR UNKNOWN, RELATING TO THE PHYSICAL,
ENVIRONMENTAL CONDITION OF THE PROPERTIES OR LEGAL COMPLIANCE STATUS OF THE
PROPERTIES AND LIABILITIES UNDER ENVIRONMENTAL PROTECTION, POLLUTION, HUMAN
HEALTH AND SAFETY OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS
INCLUDING CERCLA, REGARDING THE CONDITION, VALUATION, SALABILITY OR UTILITY OF
THE PROPERTIES, OR ITS SUITABILITY FOR ANY PURPOSE WHATSOEVER (INCLUDING, BUT
NOT LIMITED TO, WITH RESPECT TO THE PRESENCE IN THE SOIL, AIR, STRUCTURES AND
SURFACE AND SUBSURFACE WATERS OF HAZARDOUS MATERIALS). AS BETWEEN SELLER AND
BUYER, AND
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EXCEPT IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS AGREEMENT OR AS SEPARATELY
ADDRESSED IN THE PROPERTY LEASES, BUYER FURTHER HEREBY ASSUMES THE RISK OF
CHANGES IN APPLICABLE LAWS AND REGULATIONS RELATING TO PAST, PRESENT AND FUTURE
ENVIRONMENTAL CONDITIONS ON THE PROPERTIES AND THE RISK THAT ADVERSE PHYSICAL
CHARACTERISTICS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF
HAZARDOUS MATERIALS OR OTHER CONTAMINANTS, MAY NOT HAVE BEEN REVEALED BY ITS
INVESTIGATION. BUYER FURTHER HEREBY WAIVES WITH RESPECT TO SELLER AND ITS
AFFILIATES (AND BY CLOSING THE TRANSACTIONS CONTEMPLATED HEREUNDER WILL BE
DEEMED TO HAVE WANED) ANY AND ALL OBJECTIONS AND COMPLAINTS (INCLUDING, BUT NOT
LIMITED TO, FEDERAL, STATE AND LOCAL STATUTORY AND COMMON LAW BASED ACTIONS, AND
ANY PRIVATE RIGHT OF ACTION UNDER ANY FEDERAL, STATE OR LOCAL LAWS, REGULATIONS
OR GUIDELINES TO WHICH ANY PROPERTY OR PROPERTIES ARE OR MAY BE SUBJECT,
INCLUDING, BUT NOT LIMITED TO, CERCLA), WHETHER KNOWN OR UNKNOWN, CONCERNING THE
PHYSICAL CHARACTERISTICS AND ANY EXISTING CONDITIONS OF ANY PROPERTY OR
PROPERTIES. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT OR AS SEPARATELY ADDRESSED IN THE