ANY FEDERAL,
STATE, LOCAL, OR OTHER LAWS WHICH DO OR WOULD NEGATIVELY AFFECT VALIDITY OR
ENFORCEABILITY OF ALL OR PART OF THE RELEASES SET FORTH IN THIS AGREEMENT.
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9.2.3PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT UPON THE CONSUMMATION OF EACH
APPLICABLE CLOSING, THE SELLER THAT OWNS EACH PROPERTY THAT IS THE SUBJECT OF
SUCH CLOSING SHALL BE DEEMED TO HAVE SATISFIED AND FULFILLED ALL OF SUCH
SELLER'S COVENANTS, INDEMNITIES, AND OBLIGATIONS CONTAINED IN THIS AGREEMENT AND
ANY DOCUMENTS EXECUTED BY SUCH SELLER FOR THE BENEFIT OF PURCHASER IN CONNECTION
WITH SUCH CLOSING (OTHER THAN SUCH OBLIGATIONS WHICH ARE EXPRESSLY CONTEMPLATED
HEREIN TO BE PERFORMED BY SUCH SELLER FOLLOWING THE CLOSING), AND SUCH SELLER
SHALL HAVE NO FURTHER LIABILITY TO PURCHASER OR OTHERWISE WITH RESPECT TO THIS
AGREEMENT, THE TRANSFERS CONTEMPLATED HEREBY, OR ANY SELLERS' CLOSING DOCUMENT
OR OTHER DOCUMENTS DELIVERED PURSUANT HERETO, EXCEPT TO THE EXTENT OF ANY
OBLIGATION OR LIABILITY SELLERS MAY HAVE UNDER THIS AGREEMENT FOR A BREACH OF
SELLERS' REPRESENTATIONS AND WARRANTIES AND EXCEPT FOR SUCH OBLIGATIONS WHICH
ARE EXPRESSLY CONTEMPLATED HEREIN TO BE PERFORMED BY SUCH SELLER FOLLOWING THE
CLOSING, IN EACH CASE AS TO WHICH SELLERS' LIABILITY, IF ANY, SHALL BE LIMITED,
AS PROVIDED HEREIN.
THE PROVISIONS OF THIS SECTION, INCLUDING, WITHOUT
LIMITATION THE WAIVER AND RELEASE CONTAINED HEREIN, SHALL BE DEEMED REAFFIRMED
AT EACH APPLICABLE CLOSING AND SHALL SURVIVE SUCH CLOSING (AND NOT BE MERGED
THEREIN).
9.2.4PURCHASER AGREES NEVER TO COMMENCE OR PROSECUTE, OR CONSPIRE OR COLLUDE
WITH OTHERS TO COMMENCE OR PROSECUTE, AGAINST ANY SELLER, ITS AFFILIATES,
PARTNERS, MEMBERS, DIRECT AND INDIRECT OWNERS, PRINCIPALS, AGENTS,
REPRESENTATIVES, ATTORNEYS AND EMPLOYEES, ANY ACTION OR OTHER PROCEEDING BASED
UPON ANY CLAIM COVERED BY THIS RELEASE.
THIS RELEASE SHALL BE DEEMED REAFFIRMED
AT EACH CLOSING.
9.2.5NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 9.2 OR
SECTIONS 8.6 OR 9.1, NOTHING IN THIS SECTION 9.2 OR IN SECTIONS 8.6 OR 9.1 SHALL
(1) OPERATE TO RELEASE ANY SELLER FROM ITS LIABILITIES AND OBLIGATIONS IN
CONNECTION WITH SUCH SELLER'S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH
IN SECTION 8.1 OF THIS AGREEMENT (SUBJECT TO THE LIMITATIONS ON SURVIVAL AND
LIABILITY THEREON SET FORTH IN THIS AGREEMENT) OR IN SELLERS' CLOSING DOCUMENTS,
OR (2) BE CONSTRUED TO RELEASE ANY SELLER OR ITS AFFILIATES FROM AN ACT OF
COMMON LAW FRAUD, OR ANY ACT OR OMISSION FIRST MADE BY SUCH SELLER OR ITS
AFFILIATES FROM AND AFTER THE APPLICABLE CLOSING DATE, OR (3) be construed as an
assumption by Purchaser of any liability that ANY Seller or any OF ITS
AFFILIATES may have to any third party for a matter the cause of which occurred
prior to the APPLICABLE Closing Date, including any Governmental AUTHORITY.
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9.2.6THE FOLLOWING APPLIES TO THE PROPERTY LOCATED IN THE STATE OF CALIFORNIA:
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER FURTHER AGREES AND
ACKNOWLEDGES THAT, IN GIVING THE FOREGOING WAIVERS AND RELEASES (INCLUDING,
WITHOUT LIMITATION, THE RELEASE IN SECTION 8.6.1), IT HAS WITH ITS LEGAL COUNSEL
CONSIDERED SECTION 1542 OF THE CALIFORNIA