THE CLOSING
DATE FOR THE PROPERTIES, PURCHASER, FOR ITSELF AND ITS AGENTS, AFFILIATES,
SUCCESSORS AND ASSIGNS, HEREBY ACQUIRES THE PROPERTIES SUBJECT TO (AND AGREES TO
ASSUME THE RISK THEREOF, IN FULL RELIANCE UPON ITS OWN INVESTIGATIONS) AND
RELEASES AND FOREVER DISCHARGES, WAIVES AND EXONERATES SELLER, SELLER'S
AFFILIATES, AND THE 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 PERSONS (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 PURCHASER HAS OR MAY HAVE IN THE FUTURE, ARISING OUT OF THE PROPERTIES OR
RELATING TO THE PROPERTIES, THE PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL
CONDITION OF THE PROPERTIES AND THE PROSPECTS, FINANCIAL CONDITION, OPERATION OR
RESULTS OF OPERATIONS OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, ALL
CLAIMS IN TORT OR CONTRACT, ALL CLAIMS UNDER A WARRANTY OF ANY KIND (WHETHER
EXPRESS OR IMPLIED) AND INCLUDING ANY WARRANTY OF MERCHANTABILITY, HABITABILITY
OR WARRANTIES OF FITNESS FOR USE OR ACCEPTABILITY FOR THE PURPOSE INTENDED
(COLLECTIVELY, THE "CLAIMS"); PROVIDED THAT PURCHASER DOES NOT RELEASE OR WAIVE
ANY CLAIM AGAINST SELLER ARISING OUT OF THE FRAUD, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SELLER OR SELLER'S AFFILIATES OR FOR ANY RETAINED LIABILITY OR
BREACH BY SELLER OF ITS OBGLITIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, SELLER'S WARRANTIES.
PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, EXONERATED,
RELINQUISHED AND RELEASED SELLER AND ALL OTHER RELEASEES FROM AND AGAINST ANY
AND ALL MATTERS AFFECTING PURCHASER AND/OR THE PROPERTY, OTHER THAN SELLER'S
WARRANTIES, THE RETAINED LIABILITIES OR ANY CLAIMS ARISING OUT OF THE BREACH BY
SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT. IN THIS CONNECTION AND TO THE
GREATEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY AGREES, REPRESENTS AND
WARRANTS THAT PURCHASER 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 PURCHASER 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 PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE
AND ACQUIT SELLER FROM ANY SUCH UNKNOWN CLAIMS (OTHER THAN CLAIMS ARISING FROM
THE BREACH BY ONE OR MORE SELLER'S WARRANTIES, THE RETAINED LIABILITIES OR ANY
BREACH BY SELLER OF ITS OBLIGATIONS HEREUNDER).
SELLER HAS GIVEN PURCHASER
MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR PURCHASER
AGREEING TO THE PROVISIONS OF THIS PARAGRAPH.
The provisions of this Paragraph 8.6 shall survive the Closing or termination of
this Agreement and shall not be merged into the Closing documents.
Article 9.
Operation Pending Closing.
9.1
Existing Operations. Until the Closing Date, Seller shall operate,
maintain and manage each of the Properties in a manner substantially consistent
with Seller's past practices.
9.2
New Contracts and Leases. Prior to