Asset File.
(v) Insurance. The availability, cost, terms and coverage of liability,
hazard, comprehensive and any other insurance of or with respect to the
Property.
(vi) Condition of Title. 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 7.3 . RELEASE. THE BUYER HEREBY AGREES THAT THE SELLER, AND
EACH OF THEIR PARTNERS, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS,
AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY,
THE "RELEASEES") SHALL BE AND ARE HEREBY, FULLY AND FOREVER RELEASED AND
DISCHARGED FROM
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ANY AND ALL LIABILITIES, LOSSES, CLAIMS (INCLUDING THIRD PARTY CLAMS), DEMANDS,
DAMAGES (OF ANY NATURE WHATSOEVER), CAUSES OF ACTION, COSTS, PENALTIES, FINES,
JUDGMENTS, REASONABLE ATTORNEYS' FEES, CONSULTANTS' FEES AND COSTS AND EXPERTS'
FEES (COLLECTIVELY, THE "CLAIMS") WITH RESPECT TO ANY AND ALL 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
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 PROPERTY, (C) ANY AND ALL MATTERS RELATED TO
THE PROPERTY OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, THE CONDITION
AND/OR OPERATION OF THE PROPERTY AND EACH PART THEREOF, AND (D) 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 RELEASEES BE RELEASED FROM (X) ANY CLAIMS ARISING
PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR THE SELLER'S OBLIGATIONS, IF
ANY, UNDER THE CLOSING DOCUMENTS OR (Y) ANY CLAIMS ARISING FROM ANY FRAUDULENT
ACTS COMMITTED BY THE SELLER TO THE BUYER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. THE BUYER FURTHER AGREES THAT THE WAIVERS AND
RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT
REALIZATION AND THAT THE BUYER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE
AND ACQUIT THE SELLER FROM ANY SUCH UNKNOWN CLAIMS, DEBTS, AND CONTROVERSIES
WHICH MIGHT IN ANY WAY BE INCLUDED AS A MATERIAL PORTION OF THE CONSIDERATION
GIVEN TO THE SELLER BY THE BUYER IN