is familiar with such risks.
Purchaser
shall be solely responsible to obtain, at its sole cost, all governmental
approvals, which may from time to time be required for any further development
of any Property.
Purchaser acknowledges and agrees that no Seller shall have
any liability, obligation, or responsibility for any costs, fees, or expenses of
any kind whatsoever related to, or associated with the post-closing entitlement
of any Property.
9.2.Purchaser's Release of Sellers.
9.2.1AS A MATERIAL PART OF THE CONSIDERATION TO SELLERS FOR THE SALE OF THE
PROPERTIES, PURCHASER, EFFECTIVE UPON THE APPLICABLE CLOSING HEREBY IRREVOCABLY
WAIVES, AND RELEASES THE RESPECTIVE SELLER, ITS AFFILIATES, PARTNERS, MEMBERS,
DIRECT AND INDIRECT OWNERS, PRINCIPALS, AGENTS, REPRESENTATIVES, ATTORNEYS, AND
EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, DAMAGES, CAUSES OF
ACTION AND LIABILITIES, WHETHER KNOWN OR UNKNOWN, OTHER THAN THOSE FOR BREACH OF
ANY SELLER'S COVENANTS, REPRESENTATIONS OR WARRANTIES AND SET FORTH HEREIN OR IN
ANY DOCUMENT DELIVERED BY ANY ONE OR MORE OF THE SELLERS AT CLOSING, THAT ARE
BASED DIRECTLY OR INDIRECTLY ON, ARISE FROM OR IN CONNECTION WITH, OR ARE
RELATED
43
TO:
(A) ANY PAST, PRESENT OR FUTURE CONDITION OF ANY PROPERTY, INCLUDING
WITHOUT LIMITATION ANY DEFECTS IN OR TO ANY PROPERTY OR ANY IMPROVEMENTS TO ANY
PROPERTY'S PROXIMITY TO ANY GEOLOGICAL HAZARD, OR THE PRESENCE OF HAZARDOUS
MATERIALS AT ANY PROPERTY, WHETHER IN COMMON LAW OR UNDER ANY EXISTING OR
HEREINAFTER ENACTED FEDERAL, STATE OR LOCAL LAW, REGULATION, OR ORDINANCE,
INCLUDING WITHOUT LIMITATION CERCLA AND RCRA, AS AMENDED, AND WHETHER OR NOT
CAUSED BY THE ACT, OMISSION OR NEGLIGENCE OF SELLERS, (B) ANY AND ALL
STATEMENTS, REPRESENTATIONS, WARRANTIES, DETERMINATIONS, CONCLUSIONS,
ASSESSMENTS, ASSERTIONS OR ANY OTHER INFORMATION CONTAINED IN ANY OF THE
DOCUMENTS DELIVERED TO PURCHASER IN CONNECTION HEREWITH (INCLUDING WITHOUT
LIMITATION THE PROPERTY INFORMATION), OR ANY MISREPRESENTATION OR FAILURE TO
DISCLOSE INFORMATION RELATING TO ANY PROPERTY OR THE DOCUMENTS DELIVERED TO
PURCHASER IN CONNECTION HEREWITH (INCLUDING WITHOUT LIMITATION THE PROPERTY
INFORMATION), (C) ANY DEFECT, INACCURACY OR INADEQUACY IN THE CONDITION OF TITLE
TO ANY PROPERTY, LEGAL DESCRIPTION OF ANY PROPERTY, OR COVENANTS, RESTRICTIONS,
ENCUMBRANCES OR ENCROACHMENTS WHICH AFFECT ANY PROPERTY, OR (D) ANY ACTIONS,
PLANS OR INTENTIONS OF TENANTS, INCLUDING WITHOUT LIMITATION ANY FAILURE TO
RENEW OR EXTEND ANY LEASES.
9.2.2PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT (i) PURCHASER MAY HEREAFTER
DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW OR AS OF THE CLOSING
KNOWN OR BELIEVED TO BE TRUE REGARDING ANY PROPERTY AND/OR THE DOCUMENTS
DELIVERED TO PURCHASER IN CONNECTION HEREWITH, (ii) PURCHASER'S AGREEMENT TO
RELEASE, ACQUIT AND DISCHARGE SELLERS, THEIR AFFILIATES, PARTNERS, MEMBERS,
DIRECT AND INDIRECT OWNERS, PRINCIPALS, AGENTS, REPRESENTATIVES, ATTORNEYS, AND
EMPLOYEES AS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT,
NOTWITHSTANDING THE EXISTENCE OR DISCOVERY OF ANY SUCH DIFFERENT OR ADDITIONAL
FACTS, AND (iii) EXCEPT WITH RESPECT TO EACH SELLER'S WARRANTIES, COVENANTS,
AGREEMENTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE SELLERS' CLOSING
DOCUMENTS, PURCHASER KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS,
BENEFITS AND PRIVILEGES TO THE FULLEST EXTENT PERMISSIBLE UNDER