EXECUTED CLOSING DOCUMENTS).
(d)
PASSIVE OWNER. SELLER HAS DELEGATED THE DAY-TO-DAY MANAGEMENT AND
OPERATION OF THE PROPERTY TO A THIRD PARTY MANAGER OF THE PROPERTY.
(e)
DUE DILIGENCE MATERIALS. ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH
RESPECT TO THE PROPERTY IS SOLELY FOR BUYER'S CONVENIENCE AND WAS OR WILL BE
OBTAINED FROM A VARIETY OF SOURCES, SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS
AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER SHALL NOT BE
LIABLE FOR ANY NEGLIGENT MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE
PROPERTY NOR SHALL SELLER BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENTS, REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR
OTHER INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED
BY SELLER OR BY ANY MANAGER, LEASING AGENT, REAL ESTATE BROKER, AGENT,
REPRESENTATIVE, AFFILIATE, DIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE, SERVANT,
CONSTITUENT PARTNER OR MEMBER OF SELLER, AFFILIATE OF SELLER, OR OTHER PERSON OR
ENTITY ACTING ON SELLER'S BEHALF.
(f)
PROPERTY NAME. BUYER ACKNOWLEDGES THAT SELLER DOES NOT HAVE ANY RIGHT,
TITLE OR INTEREST IN THE "PARK HYATT" TRADEMARK, AND ACCORDINGLY, EXCEPT AS
PROVIDED IN THIS AGREEMENT, SELLER HAS NO RIGHT, TITLE OR INTEREST TO USE THE
NAME "PARK HYATT". FURTHER, BUYER ACKNOWLEDGES THAT SELLER DOES NOT HAVE ANY
RIGHT, TITLE OR INTEREST IN THE "BEAVER CREEK" TRADEMARK, AND ACCORDINGLY,
EXCEPT AS PROVIDED IN THIS AGREEMENT, SELLER HAS NO RIGHT, TITLE OR INTEREST TO
USE THE NAME "BEAVER CREEK".
(g)
CONSPICUOUS DISCLAIMERS. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE
DISCLAIMERS OF WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR
PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER.
8.6.2
RELEASE. EXCEPT WITH RESPECT TO MATTERS EXPRESSLY SET FORTH IN THIS
AGREEMENT AND THE SELLER EXECUTED CLOSING AGREEMENTS, BUYER, ON BEHALF OF ITSELF
AND ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVES ITS RIGHT TO RECOVER FROM, AND
FOREVER RELEASES AND DISCHARGES, SELLER AND ALL SELLER RELATED PARTIES FROM ANY
AND ALL DEMANDS, CLAIMS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES,
LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR
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EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS),
WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN ("CLAIMS"),
WHICH BUYER OR ANY PARTY RELATED TO OR AFFILIATED WITH BUYER (A "BUYER RELATED
PARTY") HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED
TO OR IN CONNECTION WITH THE PROPERTY INCLUDING THE DOCUMENTS AND INFORMATION
REFERRED TO HEREIN, THE CONDOMINIUM DECLARATION, THE SIGNAGE RIGHTS,
ENTITLEMENTS, ZONING, PARKING OR PARKING RIGHTS, TITLE DOCUMENTS OR DEFECTS, ANY
CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION,
EMPLOYMENT MATTERS AND ANY ENVIRONMENTAL CONDITIONS, AND BUYER SHALL NOT LOOK TO
ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR
RELIEF. 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. THE FOREGOING PROVISIONS OF
THIS