GIVEN,
DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN
THIS AGREEMENT. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND
TAKES INTO ACCOUNT THAT THE PROPERTIES ARE BEING SOLD "AS-IS."
BUYER REPRESENTS TO SELLER THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND
SOPHISTICATED BUYER OF REAL ESTATE, AND THAT IT HAS CONDUCTED, OR WILL CONDUCT
PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTIES, INCLUDING BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF. AS BUYER DEEMS
NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTIES
AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO
ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTIES, AND WILL
RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF
SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. OTHER THAN SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH
IN THIS AGREEMENT. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL
AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S
INVESTIGATIONS, AND EXCEPT WITH RESPECT TO MATTERS WHICH BY THE EXPRESS TERMS OF
THIS AGREEMENT SURVIVE THE CLOSING OR TO THE EXTENT SEPARATELY ADDRESSED IN THE
APPLICABLE PROPERTY LEASE, BUYER, UPON 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 CLOSING,
AND DURING SUCH PERIOD, OBSERVE THE
35
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 THE 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