the Seller Membership
Interests, Building Owner Membership Interest, Property or the transactions
contemplated hereby.
CONSISTENT WITH THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
EFFECTIVE AS OF THE COMPANY CLOSING DATE AND BUILDING CLOSING DATE, AS
APPLICABLE, BUYER, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND
ASSIGNS, HEREBY ACQUIRES ALL OF THE SELLER MEMBERSHIP INTERESTS AND/OR BUILDING
OWNER MEMBERSHIP INTERESTS, AS APPLICABLE, (AND AGREES TO ASSUME THE RISK
THEREOF, IN FULL RELIANCE UPON ITS OWN INVESTIGATIONS) AND RELEASES AND FOREVER
DISCHARGES, WAIVES AND EXONERATES SELLER, COMPANY, BUILDING OWNER AND THEIR
AGENTS, AFFILIATES, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, MANAGERS, TRUSTEES,
SUBSIDIARIES, PRINCIPALS, OWNERS, GENERAL PARTNERS, LIMITED PARTNERS, AS WELL AS
THE SUCCESSORS AND ASSIGNS OF EACH OF ALL SUCH PERSONS OF EACH OF THEM
(COLLECTIVELY THE "RELEASEES") FROM ANY AND ALL LIABILITIES, OBLIGATIONS,
RIGHTS, CLAIMS, CAUSES OF ACTION AND DEMANDS AT LAW OR IN EQUITY, CONTROVERSIES,
DAMAGE, COSTS, LOSSES AND EXPENSES WHETHER KNOWN OR UNKNOWN AT THE TIME OF THIS
AGREEMENT, WHICH BUYER HAS OR MAY HAVE IN THE FUTURE, ARISING OUT OF THE
PROPERTY, SELLER MEMBERSHIP INTERESTS, BUILDING OWNER MEMBERSHIP INTERESTS,
BUILDING OWNER OR THE COMPANY RELATING TO THE PROPERTY, BUILDING OWNER
MEMBERSHIP INTERESTS, SELLER MEMBERSHIP INTERESTS, BUILDING OWNER OR THE
COMPANY, THE PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITION OF THE
PROPERTY, COMPANY AND BUILDING OWNER AND THE PROSPECTS, FINANCIAL CONDITION,
OPERATION OR RESULTS OF OPERATIONS OF THE PROPERTY, BUILDING OWNER AND THE
COMPANY, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS IN TORT OR CONTRACT, ALL
CLAIMS UNDER A WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) AND INCLUDING ANY
WARRANTY OF MERCHANTABILITY, HABITABILITY OR GOOD AND WORKMANLIKE CONSTRUCTION
AND WARRANTIES OF FITNESS FOR USE OR ACCEPTABILITY FOR THE PURPOSE INTENDED, AND
ALL CLAIMS FOR INDEMNIFICATION OR CONTRIBUTION ARISING UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (42 U.S.C. SECTION 9601,
ET SEQ.) OR ALL SIMILAR FEDERAL, STATE OR LOCAL STATUTE, RULE OR REGULATION, AND
ANY OTHER BASIS FOR RECOVERY OR REIMBURSEMENT (INCLUDING NEGLIGENCE OR STRICT
LIABILITY) (COLLECTIVELY, THE "CLAIMS").
EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
EXONERATED, RELINQUISHED AND RELEASED SELLER, COMPANY AND BUILDING OWNER AND
OTHER RELEASEES FROM AND AGAINST ANY AND ALL MATTERS AFFECTING BUYER AND/OR THE
PROPERTY AND/OR SELLER MEMBERSHIP INTERESTS AND/OR BUILDING OWNER MEMBERSHIP
INTERESTS.
IN THIS CONNECTION AND TO THE GREATEST EXTENT PERMITTED BY LAW,
EXCEPT FOR REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT,
BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT BUYER REALIZES AND
ACKNOWLEDGES THAT FACTUAL MATTERS NOW KNOWN OR UNKNOWN TO IT MAY HAVE GIVEN OR
MAY HEREAFTER GIVE RISE TO CLAIMS WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND
UNSUSPECTED, AND BUYER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS
AND RELEASES HEREIN AND THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED
AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT BUYER NEVERTHELESS HEREBY
INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER, COMPANY AND BUILDING OWNER FROM
ANY SUCH UNKNOWN CLAIMS.
SELLER, BUILDING OWNER