DOCUMENTS DELIVERED TO BUYER IN CONNECTION WITH THIS AGREEMENT;
(c)
ANY DEFECT, INACCURACY OR INADEQUACY IN THE CONDITION OF TITLE TO THE
PROPERTY, LEGAL DESCRIPTION OF THE PROPERTY, OR COVENANTS, RESTRICTIONS,
ENCUMBRANCES OR ENCROACHMENTS WHICH AFFECT THE PROPERTY;
(d)
ANY EXPENSES OR IMPLIED INDEMNITIES, OTHER THAN AS EXPRESSLY PROVIDED
HEREIN;
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(e)
THE PLANNING, DESIGN, DEVELOPMENT, CONSTRUCTION, USE, OCCUPANCY AND
SALE OF THE PROPERTY AND/OR ANY PORTION THEREOF AND/OR ANY COMPONENTS,
FACILITIES, OR APPURTENANCES THEREIN;
(f)
ANY NON-COMPLIANCE WITH LAWS OR REGULATIONS AFFECTING THE PROPERTY; AND
(g)
THE OPERATION, MANAGEMENT, CONDITION AND/OR USE OF THE PROPERTY BY
SELLER OR THE SELLER RELATED PARTIES.
12.2
Discovery of Other Information.
BUYER HEREBY ACKNOWLEDGES AND
AGREES THAT (I) BUYER MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION
TO THOSE NOW (OR AS OF THE CLOSING) KNOWN OR BELIEVED TO BE TRUE REGARDING THE
PROPERTY OR ANY OTHER DOCUMENTS DELIVERED TO OR MADE AVAILABLE TO BUYER IN
CONNECTION HEREWITH, (II) BUYER'S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE
SELLER AND EACH OF THE OTHER SELLER RELATED PARTIES 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) BUYER KNOWINGLY AND
VOLUNTARILY WAIVES ANY AND ALL RIGHTS, BENEFITS AND PRIVILEGES TO THE FULLEST
EXTENT PERMISSIBLE UNDER 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.
(a)
BUYER HEREBY ACKNOWLEDGES AND AGREES THAT UPON THE CONSUMMATION OF
THE CLOSING OF THE PURCHASE AND SALE OF THE PROPERTY, SELLER SHALL BE DEEMED TO
HAVE SATISFIED AND FULFILLED ALL OF ITS OBLIGATIONS CONTAINED IN THIS AGREEMENT
AND ANY DOCUMENTS EXECUTED BY SELLER FOR THE BENEFIT OF BUYER IN CONNECTION WITH
THE CLOSING (OTHER THAN SUCH OBLIGATIONS, IF ANY, WHICH ARE EXPRESSLY
CONTEMPLATED HEREIN TO BE PERFORMED BY SELLER FOLLOWING THE CLOSING), AND SELLER
SHALL HAVE NO FURTHER LIABILITY TO BUYER OR OTHERWISE WITH RESPECT TO THIS
AGREEMENT, THE TRANSFERS CONTEMPLATED HEREBY, OR ANY DOCUMENTS DELIVERED
PURSUANT HERETO, EXCEPT TO THE EXTENT OF ANY OBLIGATION OR LIABILITY SELLER MAY
HAVE UNDER THIS AGREEMENT FOR A BREACH OF SELLER'S EXPRESS REPRESENTATIONS AND
WARRANTIES 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 CLOSING AND
SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN).
(b)
BUYER AGREES ON BEHALF OF ITSELF AND ALL THE BUYER AFFILIATED
PARTIES NEVER TO COMMENCE OR PROSECUTE, OR CONSPIRE OR COLLUDE WITH OTHERS TO
COMMENCE OR PROSECUTE, AGAINST SELLER, OR THE SELLER RELATED PARTIES, ANY ACTION
OR OTHER PROCEEDING BASED UPON ANY CLAIM COVERED BY THIS RELEASE.
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(c)
BUYER REPRESENTS AND WARRANTS TO SELLER AND THE SELLER RELATED
PARTIES THAT BUYER HAS NOT AND SHALL NOT ASSIGN OR TRANSFER OR PURPORT TO ASSIGN
OR TRANSFER ANY CLAIM OR CLAIMS OR ANY PORTION THEREOF OR ANY INTEREST