RULES AND OTHER
INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE USE, MANAGEMENT, AND/OR
OPERATION OF THE ASSET.
(xi)
MATTERS DISCLOSED IN THE AGREEMENT AND THE ASSET FILE. THOSE MATTERS
REFERRED TO IN THIS AGREEMENT AND THE MATTERS DISCLOSED IN THE ASSET FILE.
(xii)
INSURANCE. THE AVAILABILITY, COST, TERMS AND COVERAGE OF LIABILITY,
HAZARD, COMPREHENSIVE AND ANY OTHER INSURANCE OF, OR WITH RESPECT TO, THE ASSET.
(xiii)
CONDITION OF TITLE. SUBJECT TO SECTION 8.3, THE CONDITION OF TITLE TO
THE PROPERTY, INCLUDING, WITHOUT LIMITATION, VESTING, LEGAL DESCRIPTION, MATTERS
AFFECTING TITLE, TITLE DEFECTS, LIENS, ENCUMBRANCES, BOUNDARIES, ENCROACHMENTS,
MINERAL RIGHTS, OPTIONS, EASEMENTS, AND ACCESS; VIOLATIONS OF RESTRICTIVE
COVENANTS, ZONING ORDINANCES, SETBACK LINES, OR DEVELOPMENT AGREEMENTS; THE
AVAILABILITY, COST AND COVERAGE OF TITLE INSURANCE; LEASES, RENTAL AGREEMENTS,
OCCUPANCY AGREEMENTS, RIGHTS OF PARTIES IN POSSESSION OF, USING, OR OCCUPYING,
THE PROPERTY; AND STANDBY FEES, TAXES, BONDS AND ASSESSMENTS.
SECTION 7.4.
RELEASE.
33
(a)
BUYER HEREBY AGREES THAT SELLER AND EACH OF SELLER'S PARTNERS, MEMBERS,
TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS,
ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES, RELATED ENTITIES AND HEIRS,
SUCCESSORS AND ASSIGNS OF THE FOREGOING PARTIES (COLLECTIVELY, THE "RELEASEES")
SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND
ALL LIABILITIES, LOSSES, CLAIMS (INCLUDING THIRD PARTY CLAIMS), DEMANDS, DAMAGES
(OF ANY NATURE WHATSOEVER), CAUSES OF ACTION, COSTS, PENALTIES, FINES,
JUDGMENTS, ATTORNEYS' FEES, CONSULTANTS' FEES AND COSTS AND EXPERTS' FEES
(COLLECTIVELY, THE "CLAIMS"), WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN,
FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF, OR IN ANY WAY BE CONNECTED
WITH, THE ASSET OR THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE PHYSICAL,
ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE ASSET, THE PROPERTY OR ANY LAW OR
REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR
MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR ARISING FROM (A)
THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMS OR THE USE, PRESENCE, STORAGE,
RELEASE, DISCHARGE OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND
THE PROPERTY, REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED
IN, ON OR ABOUT THE PROPERTY, (B) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES
WITH RESPECT TO THE ASSET, (C) ANY AND ALL MATTERS RELATED TO THE ASSET OR ANY
PORTION THEREOF, INCLUDING WITHOUT LIMITATION, THE CONDITION AND/OR OPERATION OF
THE ASSET AND EACH PART THEREOF, (D) ANY AND ALL MATTERS RELATED TO THE CURRENT
OR FUTURE ZONING OR USE OF THE PROPERTY, AND (E) THE PRESENCE, RELEASE AND/OR
REMEDIATION OF ASBESTOS AND ASBESTOS CONTAINING MATERIALS IN, ON OR ABOUT THE
PROPERTY REGARDLESS OF WHEN SUCH ASBESTOS AND ASBESTOS CONTAINING MATERIALS WERE
FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTY; PROVIDED, HOWEVER, THAT IN NO
EVENT SHALL THE RELEASEES BE RELEASED FROM ANY CLAIMS ARISING PURSUANT TO THE
PROVISIONS OF THIS AGREEMENT OR SELLER'S OBLIGATIONS, IF ANY, UNDER THE CLOSING
DOCUMENTS, SUBJECT TO THE LIMITATIONS SET FORTH HEREIN AND THEREIN. BUYER HEREBY
WAIVES AND AGREES NOT TO COMMENCE ANY ACTION, LEGAL PROCEEDING, CAUSE OF ACTION
OR SUITS IN LAW OR EQUITY, OF WHATEVER KIND OR