SOLELY UPON SAME
AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR THE SELLER
RELATED PARTIES.
8.2
RELEASE; WAIVER.
8.2.1
RELEASES. EFFECTIVE AS OF THE CLOSING, BUYER HEREBY RELEASES SELLER AND
ALL SELLER-RELATED PARTIES FROM ANY AND ALL CLAIMS THAT BUYER OR ANY PARTY
CLAIMING BY, THROUGH, OR UNDER BUYER (A "BUYER-RELATED PARTY") HAS OR MAY HAVE
AS OF, AS WELL AS FROM AND AFTER, CLOSING ARISING FROM OR RELATED TO ANY MATTER
OR THING RELATED TO OR IN CONNECTION WITH THE PROPERTY, INCLUDING THE DUE
DILIGENCE MATERIALS (INCLUDING THE COMPLETENESS OR ACCURACY OF ANY AND ALL
MATERIALS, DATA AND INFORMATION REGARDING THE PROPERTY), THE LEASES AND THE
TENANTS THEREUNDER, THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING ANY
DEFECT, DEFICIENCIES, CONSTRUCTION DEFECTS, ERRORS, OR OMISSIONS IN THE DESIGN,
CONSTRUCTION OR OPERATION OF THE PROPERTY (LATENT, PATENT OR OTHERWISE), ANY
PAST, PRESENT OR FUTURE PRESENCE OR EXISTENCE OF HAZARDOUS MATERIALS ON, UNDER
OR ABOUT THE PROPERTY (INCLUDING IN THE GROUNDWATER UNDERLYING THE PROPERTY
AND/OR THE RELEASE OR DISCHARGE OF ANY HAZARDOUS MATERIALS FROM THE PROPERTY,
THE VIOLATIONS OF ANY APPLICABLE STATUTES OR LAWS WITH REGARD TO THE PROPERTY,
INCLUDING ANY ENVIRONMENTAL LAWS, ANY OTHER ENVIRONMENTAL CONDITIONS RELATING TO
THE PROPERTY (WHETHER OR NOT DISCLOSED BY SELLER), INCLUDING THE ENVIRONMENTAL
DISCLOSED MATTERS AND THE ENVIRONMENTAL CONDITIONS, THE EXISTENCE OR
NON-EXISTENCE OF UTILITY CONNECTIONS OR AVAILABILITY OR UNAVAILABILITY OF
UTILITIES FOR THE PROPERTY AND ANY AND ALL OTHER MATTERS REGARDING THE PROPERTY,
IN EACH CASE WHETHER EXISTING PRIOR TO OR AFTER CLOSING, AND BUYER SHALL NOT
LOOK TO ANY SELLER-RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY
REDRESS OR RELIEF. IN ADDITION TO, AND NOT IN LIMITATION OF THE FORGOING,
EFFECTIVE AS OF THE CLOSING, (I) BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT ANY
AND ALL COVENANTS, AGREEMENTS AND OBLIGATIONS OF SELLER UNDER THE LEASE
(COLLECTIVELY, THE "SELLER LEASE OBLIGATIONS") AND ANY AND ALL INDEMNITIES
PROVIDED BY SELLER UNDER THE LEASE, INCLUDING, WITHOUT LIMITATION UNDER SECTION
20.1 OF THE LEASE (COLLECTIVELY, THE "SELLER LEASE INDEMNITIES") SHALL BE NULL
AND VOID AND OF NO FURTHER FORCE OR
35
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
EFFECT, (II) BUYER HEREBY RELEASES SELLER AND ALL SELLER-RELATED PARTIES FROM
ANY AND ALL CLAIMS THAT BUYER OR ANY BUYER-RELATED PARTY HAS OR MAY HAVE AS OF,
AS WELL AS FROM AND AFTER, CLOSING ARISING FROM THE LEASE AND ANY ASSIGNMENT OR
TERMINATION OF THE LEASE, INCLUDING WITHOUT LIMITATION, THE SELLER LEASE
OBLIGATIONS AND THE SELLER LEASE INDEMNITIES, AND (III) BUYER FULLY AND
UNCONDITIONALLY RELEASES, CANCELS, ANNULS, RESCINDS, DISCHARGES, DISCLAIMS,
WAIVES AND RELEASES ANY AND ALL RIGHTS AND BENEFITS BUYER OR ITS AFFILIATES MAY
HAVE UNDER THE LEASE WHETHER ARISING BEFORE OR AFTER THE ASSIGNMENT OF THE LEASE
OR THE TERMINATION OF THE LEASE, AS APPLICABLE. EACH SUCH RELEASE SHALL BE