Seller or any other
Seller Party any action or proceeding based upon any claim covered by the
foregoing release.
(C)
THE RELEASES CONTAINED IN THIS ARTICLE 5 AND ELSEWHERE IN THIS
AGREEMENT INCLUDE CLAIMS THAT THE PURCHASER IS PRESENTLY UNAWARE OF OR THAT THE
PURCHASER DOES NOT PRESENTLY SUSPECT TO EXIST, WHICH, IF KNOWN BY THE PURCHASER,
COULD OR WOULD MATERIALLY AFFECT THE PURCHASER'S RELEASE OF THE SELLERS AND THE
OTHER SELLER PARTIES.
THE PURCHASER SPECIFICALLY WAIVES THE PROVISIONS OF ANY
LAW OF ANY STATE, TERRITORY OR JURISDICTION THE IMPORT OF WHICH IS AS FOLLOWS:
A general release does not extend to claims which the creditor does not know or
suspect to exist in its favor at the time of executing the release, which if
known by the creditor must have materially affected the creditor's settlement
with the debtor.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE
PROVISIONS OF THIS ARTICLE 5 SHALL SURVIVE THE CLOSING.
(E)
THE PURCHASER UNDERSTANDS THE LEGAL SIGNIFICANCE OF THE FOREGOING
PROVISIONS AND ACKNOWLEDGES AND AGREES THAT (I) THE PROVISIONS OF THIS ARTICLE 5
CONSTITUTE A MATERIAL AND ESSENTIAL INDUCEMENT TO SELLERS' EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE SELLERS' WILLINGNESS TO AGREE TO ACCEPT THE
PURCHASE PRICE FOR THE ASSETS AND (II) THE SELLERS ARE UNWILLING
60
TO SELL THE ASSETS TO THE PURCHASER UNLESS THE SELLERS AND THE OTHER SELLER
PARTIES ARE EXPRESSLY RELEASED AS SET FORTH IN THE FOREGOING PROVISIONS OF THIS
ARTICLE 5.
THE PURCHASER HEREBY SPECIFICALLY ACKNOWLEDGES THAT THE PURCHASER HAS CAREFULLY
REVIEWED THIS ARTICLE 5, DISCUSSED ITS IMPORT WITH LEGAL COUNSEL, AND IS FULLY
AWARE OF ITS CONSEQUENCES.
PURCHASER:
GM
ARTICLE 6
Casualty Damage or Condemnation
Section 6.1.
Risk of Loss.
(A)
IN THE EVENT ALL OR A PORTION OF THE IMPROVEMENTS WITH RESPECT TO
ANY PROPERTY SHOULD BE DAMAGED OR DESTROYED BY FIRE OR OTHER CASUALTY PRIOR TO
THE CLOSING, WITHIN TWO (2) BUSINESS DAYS AFTER LEARNING OF SUCH DAMAGE OR
DESTRUCTION, THE SELLERS SHALL HAVE TEN (10) BUSINESS DAYS TO PROVIDE WRITTEN
NOTICE TO THE PURCHASER OF SUCH DAMAGE OR DESTRUCTION AND THE SELLERS'
REASONABLE ESTIMATE (BASED UPON ESTIMATES OBTAINED FROM AN INDEPENDENT
CONTRACTOR) OF THE COST TO REPAIR THE SAME ("SELLERS' ESTIMATE").
IN THE EVENT
THAT WITH RESPECT TO ANY SUCH DAMAGE OR DESTRUCTION (X) THE SELLERS' ESTIMATE
EXCEEDS THE APPLICABLE CASUALTY THRESHOLD FOR SUCH PROPERTY OR (Y) ANY TENANT
SHALL HAVE THE RIGHT TO TERMINATE ANY MATERIAL LEASE RELATING TO THE AFFECTED
IMPROVEMENTS AND SUCH RIGHT HAS NOT EXPIRED (WITHOUT EXERCISE) OR BEEN WAIVED
(IN WRITING) PRIOR TO THE CLOSING, THEN, WITH RESPECT TO EACH SUCH INSTANCE OF
DAMAGE OR DESTRUCTION THE PURCHASER MAY ELECT TO EITHER:
(I)
SUBJECT TO CLAUSE (III) BELOW, REJECT EACH SUCH DAMAGED PROPERTY
AND THE PURCHASER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITIES WITH RESPECT
TO EACH SUCH PROPERTY HEREUNDER AND SHALL BE ENTITLED TO A CREDIT TOWARD THE
PURCHASE PRICE IN AN AMOUNT EQUAL TO THE ALLOCATED VALUE FOR EACH SUCH PROPERTY;
(II)
CLOSE THE