SHAREHOLDER OR EMPLOYEE OF SELLER (A "SELLER
RELATED PARTY") FROM ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND
EXPENSES WHICH PURCHASER OR ANY PARTY RELATED TO OR AFFILIATED WITH PURCHASER (A
"PURCHASER RELATED PARTY") HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER
OR THING RELATED TO THE PHYSICAL CONDITION OF THE PROPERTY, ANY CONSTRUCTION
DEFECTS, ANY ZONING VIOLATIONS OR IRREGULARITIES, ANY ERRORS OR OMISSIONS IN THE
DESIGN OR CONSTRUCTION OF THE PROPERTY, ANY ENVIRONMENTAL CONDITION AT, IN, ON
OR UNDER THE PROPERTY, ANY PRODUCT LIABILITY CLAIMS OR ANY FINANCIAL INABILITY
IN RESPECT OF SELLER, AND PURCHASER WILL NOT LOOK TO SELLER OR ANY SELLER
RELATED PARTY IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF, IN
EACH CASE EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN OR IN THE LEASE.
THIS
RELEASE WILL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESS
TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED
CLAIMS, DAMAGES AND CAUSES OF ACTION AND STRICT LIABILITY CLAIMS.
THIS RELEASE
INCLUDES CLAIMS OF WHICH PURCHASER IS PRESENTLY UNAWARE OR
15
WHICH PURCHASER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY
PURCHASER, WOULD AFFECT PURCHASER'S RELEASE TO SELLER.
THE FOREGOING SHALL NOT
BE DEEMED TO AFFECT ANY RIGHTS OF PURCHASER, AS LESSOR, OR ANY OBLIGATIONS OF
SELLER, AS LESSEE, UNDER THE LEASE.
(C)
PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS
SECTION WERE A MATERIAL FACTOR IN INDUCING SELLER TO ENTER INTO THIS AGREEMENT
AND IN DETERMINING THE PURCHASE PRICE FOR THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT.
(D)
PROPERTY INFORMATION FROM SELLER'S AGENTS.
PRIOR TO THE DATE OF
THIS AGREEMENT, PURCHASER HAS REQUESTED FROM SELLER'S AGENTS (E.G., ON-SITE
PROPERTY MANAGER, CONTRACTORS, OR SIMILAR INDIVIDUALS OR ENTITIES ENGAGED BY
SELLER RELATING TO OR INVOLVING THE PROPERTY) INFORMATION REGARDING THE PROPERTY
OR SELLER, OR SOME ASPECT OF THE PROPERTY, ITS HISTORY, CONDITION OR PROSPECTS
FOR FUTURE USE OR DEVELOPMENT BY PURCHASER, AND SELLER HAS ENDEAVORED TO SUPPLY
SUCH INFORMATION TO THE EXTENT IT REASONABLY COULD DO SO.
PURCHASER HAS BEEN
INFORMED THAT SELLER'S FILES MAY NOT BE COMPLETE.
WHILE SELLER HAS BEEN WILLING
TO COOPERATE WITH PURCHASER IN THE MANNER DESCRIBED IN THE SECOND IMMEDIATELY
PRECEDING SENTENCE, AND SELLER HAS INSTRUCTED SELLER'S DESIGNATED
REPRESENTATIVES TO SO COOPERATE WITH PURCHASER, SELLER IS UNWILLING TO SELL THE
PROPERTY UNLESS SELLER IS RELEASED FROM LIABILITY BY PURCHASER AS SET FORTH
ABOVE, AND IN CONSIDERATION FOR SELLER'S AGREEMENT TO SELL THE PROPERTY TO
PURCHASER ON THE TERMS AND CONDITIONS HEREIN SET FORTH, PURCHASER AGREES THAT IT
SHALL RELEASE SELLER, FOR STATEMENTS OR OPINIONS MADE BY OR INFORMATION
FURNISHED BY SELLER'S AGENTS UNLESS THE STATEMENTS OR OPINIONS MADE BY OR
INFORMATION FURNISHED BY SELLER'S AGENTS ARE INCORPORATED HEREIN AS SELLER
REPRESENTATIONS.
(E)
PURCHASER IS EXPERIENCED IN AND KNOWLEDGEABLE ABOUT THE OWNERSHIP,
MANAGEMENT, LEASING AND PURCHASE OF COMMERCIAL REAL ESTATE AND OFFICE
PROPERTIES, AND HAS RELIED AND WILL RELY EXCLUSIVELY ON ITS OWN CONSULTANTS,
ADVISORS, COUNSEL, EMPLOYEES, AGENTS, PRINCIPALS AND/OR STUDIES, INVESTIGATIONS
AND/OR INSPECTIONS WITH