REVEALED BY BUYER'S INVESTIGATIONS. EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, BUYER, UPON THE OCCURRENCE OF THE CLOSING, (I) SHALL BE DEEMED
TO HAVE RELEASED, ACQUITTED AND DISCHARGED SELLER (AND SELLER'S OFFICERS,
DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST, AND
(II) SHALL BE DEEMED TO HAVE WAIVED AND RELINQUISHED, ANY AND ALL CLAIMS,
DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES,
LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF
ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, THAT BUYER MIGHT HAVE
ASSERTED OR ALLEGED AGAINST SELLER (AND ANY OF SELLER'S RESPECTIVE OFFICERS,
DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF
OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL
CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS)
AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS
REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR
REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY
BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP, REMOVAL OR REMEDIATION SHALL
BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF
BUYER.
(c)
BUYER ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE
PRACTICE OF LAW OR ACCOUNTING, AND BUYER HAS NOT ESTABLISHED, DIRECTLY OR
INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP WITH SELLER OR
ANY SELLER PARTIES. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, ANY REPRESENTATIONS OR STATEMENTS MADE BY SELLER OR ANY
OF THE SELLER PARTIES REGARDING LEGAL OR TAX CONSEQUENCES OF ANY OF THE
TRANSACTIONS DESCRIBED IN THIS AGREEMENT MAY NOT BE USED OR RELIED UPON BY
BUYER. BUYER REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE
PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS DEEMED IT UNNECESSARY TO SEEK
SUCH ADVICE. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OF BUYER TO
SEEK AND OBTAIN LEGAL AND TAX ADVICE
(d)
In addition, Buyer expressly acknowledges that it is not relying upon the
information contained in the 110 William Street - Confidential Offering
Memorandum dated October 2013, furnished by Eastdil Secured on behalf of Seller,
or in any supplemental materials thereto.
Section 3.2
Release.
(a)
Without limiting the above, except with respect to a breach by Seller of
any of the representations and warranties contained in this Agreement or in any
of the Closing documents or Seller's fraud, Buyer on behalf of itself and its
successors and assigns waives its right to recover from, and forever releases
and discharges, Seller, Seller's affiliates, Seller's investment manager, the
partners, trustees, shareholders, directors, officers, employees and agents of
each of them, and their respective
6
heirs, successors, personal representatives and assigns, from any and all
demands, claims, legal or administrative proceedings, losses, liabilities,
damages, penalties, fines, liens, judgments, costs or expenses whatsoever
(including, without limitation, attorneys' fees and costs), whether direct or
indirect, known or unknown, foreseen or unforeseen,