negligence or willful misconduct by Buyer or Buyer's Representative on or about
the Property.
Notwithstanding the foregoing, this indemnity
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shall exclude any and all liabilities, actions, claims, demands, losses or liens
(including, without limitation, mechanic's liens), reasonable attorneys' and
experts' fees, costs and expenses directly arising from or directly related to
any negligence or willful misconduct by Quantum or its respective
representatives, agents or employees or any gross negligence or willful
misconduct by Seller or its respective representatives, agents or employees.
This indemnity shall survive the Close of Escrow or any termination of this
Agreement for a period of one (1) year.
(ii)
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH TO THE CONTRARY IN
(AND SUBJECT TO THE LIMITATIONS, IF ANY, OF) THIS AGREEMENT OR IN THE DEED OR
THE OTHER DOCUMENTS EXECUTED AND DELIVERED BY SELLER AND/OR QUANTUM AS OF THE
CLOSE OF ESCROW (INCLUDING, WITHOUT LIMITATION, THE QUANTUM SPACE LEASES) AND
ANY REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNITIES OF SELLER OR QUANTUM
SET FORTH HEREIN OR THEREIN, WHICH SUCH REPRESENTATIONS, WARRANTIES, COVENANTS
AND INDEMNITIES ARE MATERIAL INDUCEMENTS TO BUYER'S ENTRY INTO THIS AGREEMENT,
BUYER UNDERSTANDS AND AGREES AS FOLLOWS:
SELLER AND QUANTUM ARE NOT MAKING AND HAVE NOT AT ANY TIME MADE, ANY WARRANTIES
OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO
THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS
AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
UPON CLOSE OF ESCROW, BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL
FAULTS AND PATENT AND LATENT DEFECTS" AND WITHOUT RECOURSE OF ANY KIND TO
SELLER, QUANTUM OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS.
BUYER HAS NOT RELIED AND WILL NOT RELY ON (AND NEITHER SELLER NOR QUANTUM IS
LIABLE FOR OR BOUND BY) ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES,
STATEMENTS, REPRESENTATIONS OR INFORMATION TO WHOMEVER MADE OR GIVEN, DIRECTLY
OR INDIRECTLY, ORALLY OR IN WRITING PERTAINING TO THE PROPERTY OR RELATING
THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES
DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, QUANTUM,
ANY BROKER, OR ANY EMPLOYEES OR AGENTS REPRESENTING OR PURPORTING TO REPRESENT
ANY OF THEM.
BUYER WILL CONDUCT DURING THE DUE DILIGENCE PERIOD, SUCH INVESTIGATIONS OF ALL
PROPERTY MATTERS AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO
ALL
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PROPERTY MATTERS AND WILL RELY SOLELY UPON THE SAME (AND NOT UPON SELLER OR
QUANTUM) WITH RESPECT THERETO.
UPON CLOSE OF ESCROW, BUYER SHALL ASSUME THE
RISK THAT ADVERSE PROPERTY MATTERS MAY NOT HAVE BEEN REVEALED BY BUYER'S
INVESTIGATIONS.
UPON CLOSE OF ESCROW BUYER SHALL BE DEEMED TO HAVE WAIVED,
RELINQUISHED AND RELEASED SELLER, QUANTUM AND THEIR RESPECTIVE AFFILIATES,
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS (THE "RELEASED PARTIES")
FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, TORTS, CAUSES OF ACTION, LOSSES,
DAMAGES, LIABILITIES, ATTORNEYS' FEES, EXPERTS' FEES, COSTS AND EXPENSES, OF ANY
AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED
OR ALLEGED AGAINST SELLER, QUANTUM, OR THEIR