OTHER LEGAL STATUS OF HdC OR ANY OTHER PUBLIC OR
PRIVATE RESTRICTIONS ON THE USE OF HdC, (V) THE COMPLIANCE OF HdC OR ITS
OPERATION WITH ANY APPLICABLE LAWS OR RESTRICTIONS OR OF ANY OTHER PERSON, (VI)
THE ABILITY OF PURCHASER TO OBTAIN ANY NECESSARY CONSENTS OR APPROVALS FROM ANY
GOVERNMENTAL AUTHORITIES FOR PURCHASER'S INTENDED USE OR DEVELOPMENT OF HdC,
(VII) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, IN, UNDER, ABOVE OR
ABOUT HdC OR ANY ADJOINING OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY
LABOR AND MATERIALS USED IN ANY PORTION OF HdC, (IX) THE CONDITION OF TITLE TO
HdC, (X) THE ORDINARY COURSE CONTRACTS, THE DEVELOPMENT AGREEMENT, THE
COLLECTIVE BARGAINING AGREEMENT OR ANY OTHER AGREEMENTS AFFECTING HdC OR THE
INTENTIONS OF ANY PARTY WITH RESPECT TO THE NEGOTIATION AND/OR EXECUTION OF ANY
LEASE OR CONTRACT WITH RESPECT TO HdC, OR (XI) THE ECONOMICS OF, OR THE INCOME
AND EXPENSES, REVENUE OR EXPENSE PROJECTIONS OR OTHER FINANCIAL MATTERS,
RELATING TO, THE OPERATION OF THE OWNERSHIP OF HdC OR ANY PORTION THEREOF.
ANY REPORTS, REPAIRS OR WORK REQUIRED BY PURCHASER ARE THE SOLE RESPONSIBILITY
OF PURCHASER. PURCHASER AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE
IS NO OBLIGATION ON THE PART OF ANY SELLER OR ACQUIRED ENTITY TO MAKE ANY
CHANGES, ALTERATIONS OR REPAIRS TO HdC OR TO CURE ANY VIOLATIONS OF APPLICABLE
LAW OR TO COMPLY WITH THE REQUIREMENTS OF ANY INSURER.
5.9
RELEASE. AS A MATERIAL PART OF THE CONSIDERATION TO SELLERS FOR THE
SALE OF THE TRANSFERRED HdC INTERESTS HEREUNDER, EXCEPT FOR A SURVIVING CLAIM
MADE UNDER ARTICLE X, PURCHASER HEREBY WAIVES AND RELINQUISHES, AND RELEASES
SELLERS AND EACH OF SELLERS' PARTNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES,
ATTORNEYS AND AGENTS (COLLECTIVELY, "SELLER RELEASEES") FROM, ANY AND ALL CLAIMS
AND REMEDIES (INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF RESCISSION) AGAINST
SELLER RELEASEES, OR ANY OF THEM, BASED DIRECTLY OR INDIRECTLY ON (I) ANY PAST,
PRESENT OR FUTURE CONDITION OF HdC, INCLUDING, WITHOUT LIMITATION, THE RELEASE
OR PRESENCE OF ANY HAZARDOUS MATERIALS OR (II) ANY MISREPRESENTATION, OR FAILURE
TO DISCLOSE TO PURCHASER ANY INFORMATION, REGARDING HdC (INCLUDING, WITHOUT
LIMITATION, ANY DEFECTIVE, HAZARDOUS OR UNLAWFUL CONDITION OF WHICH SELLERS
SHOULD BE AWARE, WHETHER OR NOT SUCH CONDITION REASONABLY COULD HAVE BEEN
DISCOVERED BY PURCHASER THROUGH AN INSPECTION OF HdC OR THE REAL PROPERTY
RECORDS). PURCHASER UNDERSTANDS THAT SUCH WAIVER AND RELEASE INCLUDES STATUTORY
AS WELL AS "COMMON LAW" AND EQUITABLE RIGHTS
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AND REMEDIES AND THAT IT COVERS POTENTIAL CLAIMS OF WHICH PURCHASER MAY BE
CURRENTLY UNAWARE OR UNABLE TO DISCOVER. PURCHASER ACKNOWLEDGES THAT THE
FOREGOING WAIVER AND RELEASE IS OF MATERIAL CONSIDERATION TO SELLERS IN ENTERING
INTO THIS AGREEMENT, THAT PURCHASER'S COUNSEL HAS ADVISED PURCHASER OF THE
POSSIBLE LEGAL CONSEQUENCES OF MAKING SUCH WAIVER AND RELEASE AND THAT PURCHASER
HAS TAKEN INTO ACCOUNT, IN AGREEING TO PURCHASE THE HdC INTERESTS FOR THE
PURCHASE PRICE SPECIFIED HEREIN, SELLERS' DISCLAIMER OF ANY WARRANTIES AND
REPRESENTATIONS REGARDING THE HdC INTERESTS, HdC AND THE ACQUIRED ENTITIES OTHER
THAN THOSE EXPRESSLY SET FORTH