Common use of “As Is” Sale; Release Clause in Contracts

“As Is” Sale; Release. (a) EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, ARTICLE IV, AND THE SELLER GUARANTY, AND EXCEPT FOR THOSE ITEMS FOR WHICH PURCHASER IS EXPRESSLY INDEMNIFIED PURSUANT TO SECTION 9.01(a), (i) THE INTERESTS ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND (ii) PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED ON, AND EACH SELLER EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE ACQUIRED COMPANIES, THE INTERESTS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ACQUIRED COMPANIES AND THEIR ASSETS. (b) Except for the obligations of the Sellers under this Agreement, including but not limited to the Seller Guaranty, for and in consideration of the Interests, effective as of the Closing, the Purchaser shall and shall cause its Affiliates (including the Acquired Companies) to absolutely and unconditionally release, acquit and forever discharge the Sellers, the Acquired Companies and their respective Affiliates, each of their present and former officers, directors, managers, employees and agents and each of their respective heirs, executors, administrators, successors and assigns, from any and all costs, expenses, damages, debts, or any other obligations, liabilities and claims whatsoever, whether known or unknown, both in law and in equity, in each case to the extent arising out of or resulting from the ownership and/or operation of the Acquired Companies, or the assets, business, operations, conduct, services, products and/or employees (including former employees) of any of the Acquired Companies (and any predecessors thereof), whether related to any period of time before, on or after the Closing Date, including liabilities under any Environmental Law.

“As Is” Sale; Release. (a) EXCEPT FOR THOSE EXPRESS REPRESENTATIONS By Closing this transaction, Purchaser will be deemed to have acknowledged and agreed that it has been given a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including, without limitation: (1) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes. (2) The physical condition of the Premises, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, environmental and all other physical and functional aspects of the Premises. (3) Any easements and/or access rights affecting the Premises, whether reflected in the Title Commitment, the Survey or in any other survey obtained by or delivered to Purchaser. (4) The Leases and all matters in connection therewith, including, without limitation, the ability of the tenants thereunder to pay the rent. (5) Any other documents or agreements of significance affecting the Property and furnished to Purchaser. (b) PURCHASER SPECIFICALLY ACKNOWLEDGES AND WARRANTIES CONTAINED IN ARTICLE III, ARTICLE IV, AGREES THAT SELLER IS SELLING AND THE SELLER GUARANTY, AND EXCEPT FOR THOSE ITEMS FOR WHICH PURCHASER IS EXPRESSLY INDEMNIFIED PURSUANT TO SECTION 9.01(a), (i) PURCHASING THE INTERESTS ARE BEING TRANSFERRED PREMISES ON AN “AS IS, WHERE IS, IS WITH ALL FAULTS,” BASIS AND (iiTHAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 6(a) OR 20 OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT HAS IS NOT RELIED ON, AND EACH SELLER EXPRESSLY DISCLAIMS, RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATUREWHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE CONDITIONPROPERTY, INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PREMISES, INCLUDING, BUT NOT LIMITED TO THE STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PREMISES, (IV) THE DEVELOPMENT POTENTIAL OF THE PREMISES, AND THE PREMISES’ USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PREMISES FOR ANY PARTICULAR PURPOSE, (V) THE ZONING OR OTHER LEGAL STATUS OF THE PREMISES OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PREMISES, (VI) THE COMPLIANCE OF THE PREMISES OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VII) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PREMISES OR THE ADJOINING OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE ACQUIRED COMPANIESPREMISES, (IX) THE INTERESTS LEASES AND ANY OTHER AGREEMENTS AFFECTING THE PREMISES AND (XI) THE ECONOMICS OF ANY PAST OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS FUTURE OPERATIONS OF THE ACQUIRED COMPANIES AND THEIR ASSETSPROPERTY. (bc) Except for the obligations of the Sellers under this AgreementWITHOUT LIMITING THE ABOVE, including but not limited to the Seller GuarantyPURCHASER ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS WAIVES ITS RIGHT TO RECOVER FROM, for and in consideration of the InterestsAND FOREVER RELEASES AND DISCHARGES, effective as of the ClosingSELLER, the Purchaser shall and shall cause its Affiliates SELLER’S SHAREHOLDERS, AGENTS, INVESTMENT ADVISORS AND AFFILIATES AND THE MEMBERS, PARTNERS, TRUSTEES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF EACH OF THEM, AND THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (including the Acquired Companies) to absolutely and unconditionally releaseCOLLECTIVELY, acquit and forever discharge the Sellers, the Acquired Companies and their respective Affiliates, each of their present and former officers, directors, managers, employees and agents and each of their respective heirs, executors, administrators, successors and assigns, from any and all costs, expenses, damages, debts, or any other obligations, liabilities and claims whatsoever, whether known or unknown, both in law and in equity, in each case to the extent arising out of or resulting from the ownership and/or operation of the Acquired Companies, or the assets, business, operations, conduct, services, products and/or employees (including former employees) of any of the Acquired Companies (and any predecessors thereofTHE “SELLER RELATED PARTIES”), whether related to any period of time beforeFROM ANY AND ALL DEMANDS, on or after the Closing DateCLAIMS, including liabilities under any Environmental LawLEGAL 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, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. SECTION 6901, ET SEQ.), THE RESOURCES CONVERSATION AND RECOVERY ACT OF 1976 (42 U.S.C. SECTION 6901, ET SEQ.), THE CLEAN WATER ACT (33 U.S.C. SECTION 1251, ET SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C. SECTION 1401, ET SEQ.), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. SECTION 1801, ET SEQ.), THE TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. SECTION 2601, ET SEQ.), ANY SIMILAR ENVIRONMENTAL STATE OR LOCAL STATUTES, REGULATIONS, RULES OR REQUIREMENTS, AND ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTES, REGULATIONS, RULES OR REQUIREMENTS RELATING TO TOXIC MOLDS. THE PROVISIONS OF THIS SECTION 8(c) SHALL SURVIVE CLOSING AND SHALL NOT BE MERGED INTO THE CLOSING DOCUMENTS.

“As Is” Sale; Release. (a) EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, ARTICLE IV, AND THE SELLER GUARANTY, AND EXCEPT FOR THOSE ITEMS FOR WHICH PURCHASER IS EXPRESSLY INDEMNIFIED PURSUANT TO SECTION 9.01(a), Purchaser acknowledges (i) THE INTERESTS ARE BEING TRANSFERRED “that Purchaser has entered into this Agreement with the intention of making and relying on its own investigations, inspections and assessments and those, if any, of Purchaser's own consultants and representatives with respect to the physical, environmental, economic and legal condition of the Asset, and (ii) that Purchaser is not relying and shall not rely upon any statements, representations or warranties of any kind (other than those specifically set forth in, and subject to the terms, conditions and limitations of, this Agreement or in any Closing Document executed and delivered by Seller to Purchaser) made, or purported to be made, by Seller or anyone acting or claiming to act on Seller's behalf. Purchaser shall inspect the Asset, be fully familiar with its condition and, subject to the terms and conditions of this Agreement, shall purchase the Asset in its "AS IS" condition, WHERE IS, "WITH ALL FAULTS,” " on the Closing Date. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN, AND SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF, THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, NEITHER SELLER NOR ANY REPRESENTATIVE OF SELLER (INCLUDING BROKER) HAS MADE, AND PURCHASER HAS NOT RELIED AND SHALL NOT RELY (DIRECTLY OR INDIRECTLY) ON, ANY INFORMATION, PROMISE, REPRESENTATION OR WARRANTY CONCERNING OR REGARDING THE ASSET, EXPRESS OR IMPLIED, WHETHER MADE BY SELLER, ON SELLER'S BEHALF BY ANY SELLER REPRESENTATIVE (INCLUDING BROKER) OR OTHERWISE, INCLUDING AS TO THE PHYSICAL CONDITION OF THE ASSET, THE FINANCIAL CONDITION OF THE TENANTS OR GUARANTORS UNDER THE LEASES OR GUARANTIES, TITLE TO OR THE BOUNDARIES OF THE REAL PROPERTY, PEST CONTROL MATTERS, ENVIRONMENTAL CONDITIONS, SOIL CONDITIONS, LAND USE AND ZONING LAWS, DEVELOPMENT POTENTIAL OF THE REAL PROPERTY OR ANY PORTION THEREOF, REGULATIONS AND ORDERS, PUBLIC OR PRIVATE PERMITS OR APPROVALS, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, MARKET DATA, ECONOMIC CONDITIONS OR PROJECTIONS, PAST OR FUTURE ECONOMIC PERFORMANCE OF THE TENANTS OR GUARANTORS OR THE ASSET, AND ANY OTHER INFORMATION PERTAINING TO THE ASSET OR THE MARKET AND PHYSICAL ENVIRONMENTS IN WHICH THE ASSET IS LOCATED. (c) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OF THE CLOSING DOCUMENTS TO THE CONTRARY, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN, AND SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF, THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, NEITHER SELLER NOR ANY SELLER REPRESENTATIVE (INCLUDING BROKER) HAS MADE, AND SELLER DOES NOT HEREBY MAKE, ANY REPRESENTATIONS OR WARRANTIES TO PURCHASER WHATSOEVER, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE ASSET, INCLUDING ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR USE, OR WITH RESPECT TO THE VALUE, PROFITABILITY, DEVELOPABILITY OR MARKETABILITY OF THE ASSET. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN, AND SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF, THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, NEITHER SELLER NOR ANY SELLER REPRESENTATIVE (INCLUDING BROKER) HAS MADE, AND DOES NOT AND SHALL NOT MAKE, ANY REPRESENTATION OR WARRANTY WITH REGARD TO THE CONDITION OR COMPLIANCE OF THE ASSET WITH RESPECT TO ANY ENVIRONMENTAL PROTECTION, HUMAN HEALTH, SAFETY, OR LAND USE LAWS, DEVELOPMENT POTENTIAL OF THE REAL PROPERTY OR ANY PORTION THEREOF, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THOSE PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE, MANAGEMENT, OR DISPOSAL OF ANY HAZARDOUS SUBSTANCES, INCLUDING PETROLEUM PRODUCTS, ASBESTOS, AND LEAD-BASED PAINT, OR PUBLIC OR PRIVATE PERMITS OR APPROVALS. PURCHASER IS PURCHASING THE ASSET IN AN "AS IS" CONDITION, "WITH ALL FAULTS" AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER, OTHER THAN AS EXPRESSLY PROVIDED IN, AND SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF, THIS AGREEMENT AND THE CLOSING DOCUMENTS. (d) PURCHASER REPRESENTS AND WARRANTS THAT (I) PURCHASER IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE, (II) PURCHASER, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS (AND SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT AND SUCH CLOSING DOCUMENTS), (A) HAS RELIED AND SHALL RELY SOLELY ON PURCHASER'S OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE ASSET, AND (iiB) HAS RELIED AND SHALL RELY SOLELY ON PURCHASER'S OWN KNOWLEDGE OF THE ASSET BASED SOLELY ON PURCHASER'S INVESTIGATIONS AND INSPECTIONS OF THE ASSET, AND (C) ACKNOWLEDGES AND AGREES THAT PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED ON, AND EACH SELLER EXPRESSLY DISCLAIMSIS NOT LIABLE OR BOUND IN ANY MANNER BY, ANY REPRESENTATIONS ORAL OR WARRANTIES OF ANY KIND WRITTEN STATEMENTS, REPRESENTATIONS, OR NATURE, EXPRESS OR IMPLIED, AS INFORMATION PERTAINING TO THE CONDITIONASSET FURNISHED BY SELLER, VALUE ANY REAL ESTATE BROKER (INCLUDING BROKER), CONTRACTOR, AFFILIATE, AGENT, EMPLOYEE, SERVANT OR QUALITY OTHER PERSON. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS-IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE ASSET, WHETHER KNOWN OR UNKNOWN. PURCHASER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS, WAIVERS AND OTHER AGREEMENTS SET FORTH IN THIS SECTION 4.2 ARE AN INTEGRAL PART OF THIS AGREEMENT AND WERE A MATERIAL FACTOR IN THE DETERMINATION OF THE ACQUIRED COMPANIESPURCHASE PRICE, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE INTERESTS OR ASSET TO PURCHASER FOR THE PROSPECTS (FINANCIAL OR OTHERWISE)PURCHASE PRICE WITHOUT THE DISCLAIMERS, RISKS WAIVERS AND OTHER INCIDENTS OF AGREEMENTS SET FORTH IN THIS SECTION 4.2. PURCHASER HAS FULLY REVIEWED THE ACQUIRED COMPANIES DISCLAIMERS, WAIVERS AND THEIR ASSETSOTHER AGREEMENTS SET FORTH IN THIS SECTION 4.2 AND ELSEWHERE IN THIS AGREEMENT AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. (be) Except for the obligations of the Sellers under this AgreementPURCHASER HEREBY REPRESENTS AND WARRANTS TO SELLER THAT: (A) PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION IN RELATION TO SELLER; (B) PURCHASER IS REPRESENTED BY COMPETENT LEGAL COUNSEL IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT; AND (C) PURCHASER IS PURCHASING THE ASSET FOR BUSINESS, including but not limited to the Seller GuarantyCOMMERCIAL, for and in consideration of the InterestsINVESTMENT OR OTHER SIMILAR PURPOSE AND NOT FOR USE AS PURCHASER'S RESIDENCE. (f) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN AND SUBJECT TO THE TERMS, effective as of the ClosingCONDITIONS AND LIMITATIONS OF THIS AGREEMENT, the Purchaser shall and shall cause its Affiliates AND ANY OF THE CLOSING DOCUMENTS, EFFECTIVE AS OF THE CLOSING, PURCHASER AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER (including the Acquired CompaniesEACH A "RELEASING PARTY") to absolutely and unconditionally releaseHEREBY WAIVES ITS RIGHT TO RECOVER FROM AND FULLY AND IRREVOCABLY RELEASES SELLER AND ITS RESPECTIVE EMPLOYEES, acquit and forever discharge the SellersOFFICERS, the Acquired Companies and their respective AffiliatesDIRECTORS, each of their present and former officersREPRESENTATIVES, directors, managers, employees and agents and each of their respective heirs, executors, administrators, successors and assigns, from any and all costs, expenses, damages, debts, or any other obligations, liabilities and claims whatsoever, whether known or unknown, both in law and in equity, in each case to the extent arising out of or resulting from the ownership and/or operation of the Acquired Companies, or the assets, business, operations, conduct, services, products and/or employees REAL ESTATE BROKERS (including former employees) of any of the Acquired Companies (and any predecessors thereofINCLUDING BROKER), whether related to any period of time beforeAGENTS, on or after the Closing DateSERVANTS, including liabilities under any Environmental LawATTORNEYS, AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS THAT PURCHASER OR ANY SUCH OTHER RELEASING PARTY MAY NOW HAVE OR HEREAFTER ACQUIRE, DIRECT OR INDIRECT, AND WHETHER CONTINGENT, CONDITIONAL OR OTHERWISE, AGAINST ANY OF THE RELEASED PARTIES, AND EACH OF THEM, ARISING FROM OR RELATED TO (A) THE CONDITION (INCLUDING ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS OR OTHER CONDITIONS, LATENT OR OTHERWISE, AND THE PRESENCE IN THE SOIL, AIR, STRUCTURES AND SURFACE AND SUBSURFACE WATERS OF MATERIALS OR SUBSTANCES THAT HAVE BEEN OR MAY IN THE FUTURE BE DETERMINED TO BE HAZARDOUS SUBSTANCES OR OTHERWISE TOXIC, HAZARDOUS, UNDESIRABLE OR SUBJECT TO REGULATION AND THAT MAY NEED TO BE SPECIALLY TREATED, HANDLED OR REMOVED FROM THE ASSET UNDER CURRENT OR FUTURE ENVIRONMENTAL LAWS, OR THAT MIGHT AFFECT VALUATION, SALABILITY OR UTILITY OF THE ASSET, OR ITS SUITABILITY FOR ANY PURPOSE WHATSOEVER AS OF OR AT ANY TIME AFTER THE CLOSING DATE, AND (B) ANY INFORMATION FURNISHED BY, ANY STATEMENT MADE BY OR ANY ACT OR OMISSION OF ANY ONE OR MORE OF THE RELEASED PARTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT. THIS RELEASE INCLUDES CLAIMS OF WHICH PURCHASER OR ANY OTHER RELEASING PARTY IS NOW UNAWARE OR WHICH PURCHASER OR ANY OTHER RELEASING PARTY DOES NOT SUSPECT TO EXIST WHICH, IF KNOWN BY PURCHASER OR ANY OTHER RELEASING PARTY, WOULD MATERIALLY AFFECT THE RELEASE OF SELLER AND THE OTHER RELEASED PARTIES BY THE RELEASING PARTIES. IN THIS CONNECTION AND TO THE EXTENT PERMITTED BY LAW, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT PURCHASER AND EACH OF THE OTHER RELEASING PARTIES REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO PURCHASER OR ANY OTHER RELEASING PARTY MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CLAIMS WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND PURCHASER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND ARE REFLECTED IN THE PURCHASE PRICE, AND THAT EACH OF THE RELEASING PARTIES NEVERTHELESS HEREBY INTENDS TO, EXCEPT AS TO REPRESENTATIONS AND WARRANTIES BY SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT AND ANY OF THE CLOSING DOCUMENTS, SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT AND SUCH CLOSING DOCUMENTS, RELEASE, DISCHARGE AND EXCULPATE SELLER AND THE OTHER RELEASED PARTIES FROM ANY SUCH UNKNOWN CLAIMS. (g) PURCHASER ACKNOWLEDGES THAT, AS OF THE CLOSING DATE, PURCHASER WILL HAVE INSPECTED THE ASSET AND OBSERVED ITS PHYSICAL CHARACTERISTICS AND EXISTING CONDITIONS AND WILL HAVE HAD THE OPPORTUNITY TO CONDUCT SUCH INVESTIGATIONS AND STUDIES ON AND OF THE ASSET AND ADJACENT AREAS AS PURCHASER DEEMS NECESSARY, AND HEREBY WAIVES ANY AND ALL OBJECTIONS TO, CLAIMS OR COMPLAINTS REGARDING THE ASSET AND ITS CONDITION, INCLUDING FEDERAL, STATE OR COMMON LAW BASED ACTIONS AND ANY PRIVATE RIGHT OF ACTION UNDER STATE AND FEDERAL LAW TO WHICH THE ASSET IS OR MAY BE SUBJECT, INCLUDING ENVIRONMENTAL LAWS, PHYSICAL CHARACTERISTICS AND EXISTING CONDITIONS, INCLUDING STRUCTURAL AND GEOLOGIC CONDITIONS, SUBSURFACE SOIL AND WATER CONDITIONS AND SOLID AND HAZARDOUS WASTE AND HAZARDOUS SUBSTANCES ON, UNDER, ADJACENT TO OR OTHERWISE AFFECTING THE ASSET, PROVIDED THAT SUCH WAIVER SHALL NOT BE EFFECTIVE WITH RESPECT TO ANY REPRESENTATION OR WARRANTY BY SELLER THAT IS EXPRESSLY CONTAINED IN THIS AGREEMENT OR ANY CLOSING DOCUMENT SELLER EXECUTES AND DELIVERS TO PURCHASER AT CLOSING, SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT AND SUCH CLOSING DOCUMENTS. EXCEPT AS TO REPRESENTATIONS AND WARRANTIES BY SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT AND ANY OF THE CLOSING DOCUMENTS, BUT SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT AND SUCH CLOSING DOCUMENTS, PURCHASER FURTHER HEREBY ASSUMES THE RISK OF CHANGES IN APPLICABLE LAWS AND REGULATIONS RELATING TO PAST, PRESENT AND FUTURE ENVIRONMENTAL CONDITIONS ON THE ASSET AND THE RISK THAT ADVERSE PHYSICAL CHARACTERISTICS AND CONDITIONS, INCLUDING THE PRESENCE OF HAZARDOUS SUBSTANCES OR OTHER CONTAMINANTS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATION. (h) PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT, GIVEN THE CLIMATE AND HUMID CONDITIONS IN THE STATE OF GEORGIA, FUNGI, MOLD AND MILDEW MAY EXIST OR DEVELOP WITHIN THE ASSET. PURCHASER ASSUMES, AS OF CLOSING, ALL RISK, KNOWN AND UNKNOWN, ASSOCIATED WITH THE EXISTENCE OF FUNGI, MOLD OR MILDEW ON, AT, IN ABOUT OR THROUGHOUT THE ASSET OR ANY PORTION THEREOF. (i) THE PROVISIONS OF THIS SECTION 4.2 SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT, AS APPLICABLE, WITHOUT ANY LIMITATION ON THE PERIOD OF SUCH SURVIVAL OF THIS SECTION 4.2. EACH PERSON BENEFITTING FROM THE PROVISIONS OF THIS SECTION 4.2 (INCLUDING ALL OF THE RELEASED PARTIES) ARE, AND ARE INTENDED TO BE, THIRD PARTY BENEFICIARIES OF THIS SECTION 4.2.

“As Is” Sale; Release. (a) EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, ARTICLE IV, AND THE SELLER GUARANTY, AND EXCEPT FOR THOSE ITEMS FOR WHICH PURCHASER IS EXPRESSLY INDEMNIFIED PURSUANT TO SECTION 9.01(a), Purchaser acknowledges (i) THE INTERESTS ARE BEING TRANSFERRED “AS ISthat Purchaser has entered into this Agreement with the intention of making and relying on its own investigation or that of Purchaser’s own consultants and representatives with respect to the physical, WHERE ISenvironmental, WITH ALL FAULTS,” AND economic and legal condition of the Asset (other than Seller’s representations and warranties contained in this Agreement and/or in any document delivered by Seller at Closing pursuant to this Agreement), and (ii) that Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (or purported to be made) by Seller or anyone acting or claiming to act on Seller’s behalf. Purchaser will inspect the Asset and will be fully familiar with its physical condition and, subject to the terms and conditions of this Agreement, will purchase the Asset in an “as is” condition, “with all faults,” on the Closing Date (other than Seller’s representations and warranties contain in this Agreement and/or in any document delivered by Seller at Closing pursuant to this Agreement). NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED BY SELLER TO PURCHASER ACKNOWLEDGES THAT IT AT THE CLOSING, SELLER HAS NOT RELIED ON, MADE AND EACH SELLER EXPRESSLY DISCLAIMS, DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURETO PURCHASER WHATSOEVER, EXPRESS OR IMPLIED, AS OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE ASSET, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, VALUE MERCHANTABILITY, HABITABILITY OR QUALITY FITNESS FOR A PARTICULAR USE, OR WITH RESPECT TO THE VALUE, PROFITABILITY OR MARKETABILITY OF THE ACQUIRED COMPANIESASSET. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT THE INTERESTS CLOSING, SELLER HAS NOT MADE, DOES NOT AND WILL NOT MAKE ANY REPRESENTATION OR 20236674v11 WARRANTY WITH REGARD TO THE PROSPECTS (FINANCIAL CONDITION OR OTHERWISE)COMPLIANCE OF THE ASSET WITH RESPECT TO ANY ENVIRONMENTAL PROTECTION, RISKS HUMAN HEALTH, SAFETY, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO THOSE PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE, MANAGEMENT, OR DISPOSAL OF ANY TOXIC OR HAZARDOUS SUBSTANCES, HAZARDOUS WASTE OR TOXIC, REGULATED SUBSTANCES, INCLUDING WITHOUT LIMITATION PETROLEUM PRODUCTS, ASBESTOS, LEAD-BASED PAINT AND OTHER INCIDENTS SUBSTANCES. PURCHASER IS PURCHASING THE ASSET IN AN “AS IS” CONDITION, “WITH ALL FAULTS” AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT THE ACQUIRED COMPANIES AND THEIR ASSETS. (b) Except for CLOSING. In reliance on the obligations truth and accuracy of the Sellers under representation and warranty made by Seller in Section 4.1(h) of this Agreement, including but not limited to the Seller Guarantyfullest extent permitted by law, for Purchaser unconditionally waives and in consideration of the Interestsreleases Seller, effective as of the Closingand its partners, the Purchaser shall and shall cause its Affiliates (including the Acquired Companies) to absolutely and unconditionally releasebeneficial owners, acquit and forever discharge the Sellers, the Acquired Companies and their respective Affiliates, each of their present and former officers, directors, managers, shareholders and employees and agents and each of their respective heirs, executors, administrators, successors and assigns, from any present or future claims and all costsliabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, expenseson, damagesat, debtsfrom, under or about the Asset or any other obligationsadjacent property, liabilities and including, without limitation, any claims whatsoeverunder or on account of any Environmental Law, regardless of whether known such Hazardous Substances are located in, on, at, from, under or unknownabout the Asset or any adjacent property prior to or after the date of this Agreement. In addition, both in law and in equity, in each case notwithstanding anything contained herein to the extent arising out contrary, Purchaser shall have the right to implead or otherwise seek joinder of Seller with respect to any claims brought against Purchaser by a third party unaffiliated with Purchaser relating to Hazardous Substances disposed of or resulting from the ownership and/or operation of the Acquired Companies, or the assets, business, operations, conduct, services, products and/or employees (including former employees) of any of the Acquired Companies (and any predecessors thereof), whether related to any period of time beforereleased in, on or after under the Closing Date, including liabilities Land and/or Improvements during Seller’s period of ownership of the Asset for which Seller shall be liable under any Environmental Lawstatute concerning liability for contamination by Hazardous Substances. The terms and provisions of this Section 4.2 will survive Closing.

“As Is” Sale; Release. (a) EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IIIBy closing this transaction, ARTICLE IVPurchaser acknowledges and agrees that it has been given or will be given before the end of the Inspection Period, AND THE SELLER GUARANTYa full opportunity to inspect and investigate each and every aspect of the Property, AND EXCEPT FOR THOSE ITEMS FOR WHICH PURCHASER IS EXPRESSLY INDEMNIFIED PURSUANT TO SECTION 9.01(a)either independently or through agents of Purchaser's choosing, including, without limitation: (i1) THE INTERESTS ARE BEING TRANSFERRED “AS ISAll matters relating to title, WHERE IStogether with all governmental and other legal requirements such as taxes, WITH ALL FAULTS,” AND assessments, zoning, use permit requirements and building codes. (ii2) PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED ONThe physical condition of the Property, AND EACH SELLER EXPRESSLY DISCLAIMSincluding, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATUREwithout limitation, EXPRESS OR IMPLIEDthe interior, AS TO THE CONDITIONthe exterior, VALUE OR QUALITY OF THE ACQUIRED COMPANIESthe structure, THE INTERESTS OR THE PROSPECTS the paving, the utilities, and all other physical and functional aspects of the Property. Such examination of the physical condition of the Property may include an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Purchaser at Purchaser's sole expense. (FINANCIAL OR OTHERWISE)3) Any easements and/or access rights affecting the Property, RISKS AND OTHER INCIDENTS OF THE ACQUIRED COMPANIES AND THEIR ASSETSwhich are reflected on the Title Commitment. (4) The Leases and all matters in connection therewith, including, without limitation, the ability of the tenant thereunder to pay the rent. (5) The Service Contracts, the Construction Contracts, the Chiller Contract and any other documents or agreements of significance affecting the Property and furnished to Purchaser. (b) Except for Purchaser specifically acknowledges and agrees that subject to the obligations provisions of Section 4, Seller is selling and Purchaser is purchasing the Property on an "AS IS" and "WITH ALL FAULTS" basis and that, except as provided in Section 4, Purchaser is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, its agents, or brokers as to any matters concerning the Property, including without limitation: (i) the quality, nature, adequacy and physical condition of the Sellers under this AgreementProperty, including including, but not limited to the Seller Guarantystructural elements, for foundation, roof, appurtenances, access, landscaping, parking facilities and in consideration the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the InterestsProperty, effective as and the Property's use, habitability, merchantability, or fitness, suitability, value or adequacy of the ClosingProperty for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (viii) the quality of any labor and materials used in any Improvements, (ix) the condition of title to the Property, (x) the Leases, Service Contracts, Construction Contracts or other agreements affecting the Property and furnished to Purchaser, and (xi) the economics of the operations of the Property. (c) Without limiting the above, Purchaser shall on behalf of itself and shall cause its Affiliates (including the Acquired Companies) successors and assigns waives its right to absolutely and unconditionally releaserecover from, acquit and forever discharge releases and discharges the SellersSeller Related Parties, the Acquired Companies and their respective Affiliates, each of their present and former officers, directors, managers, employees and agents and each of their respective heirs, executors, administrators, successors and assignsthem, from any and all costsdemands, expensesclaims, legal or administrative proceedings, losses, liabilities, damages, debtspenalties, fines, liens, judgments, costs or any other obligationsexpenses whatsoever (including, liabilities without limitation, reasonable attorneys' fees and claims whatsoevercosts), whether direct or indirect, known or unknown, both foreseen or unforeseen, that may arise on account of or in law any way be connected with the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 6901, et seq.), the Resources Conversation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and any similar environmental state or local statutes, regulations, rules or requirements. The provisions of this Section shall survive Closing; provided, however, that (x) nothing in equity, in each case to the extent this Section 6(c) shall release Seller from any liability arising out of any inaccuracy or resulting from the ownership and/or operation of the Acquired Companies, or the assets, business, operations, conduct, services, products and/or employees (including former employees) breach of any of the Acquired Companies representations and warranties made by Seller in Section 4, or preclude Purchaser from the exercise of any right or remedy available under this Agreement by reason of any inaccuracy or breach of such representations and warranties, and (and y) nothing in this Section 6(c) shall release Seller from any predecessors thereof), whether related to any period liability arising out the improper release or disposal of time before, on hazardous materials at the Real Property by Seller or after the Closing Date, including liabilities under any Environmental Lawits authorized agents or employees.