America Online 2010 Annual Report Download - page 144

fees, including the cost of in-house counsel and appeals) arising from or related to: (i) all physical damage to the Property arising out of or
resulting from the Investigations and other activities on the Property conducted by Purchaser or Purchaser's Representatives; (ii) injury or death
to individuals or damage to personal property arising out of or resulting from the Investigations and other activities conducted by, or at the
direction of, Purchaser or otherwise arising out of or resulting from the entry on the Property by Purchaser or Purchaser's Representatives; (iii) all
mechanics liens and other liens filed against the Property, by reason of the activities of Purchaser or Purchaser's Representatives; (iv) any and all
violations of laws, ordinances, regulations or proffers affecting the Property, directly resulting from the Investigations and other activities
conducted by, or at the direction of, Purchaser or otherwise arising out of or resulting from the entry on the Property by Purchaser or Purchaser's
Representatives; (v) any impairment to or infringement of the rights of any third parties to the Property; and (vi) all reasonable costs and
expenses (including reasonable attorneys' fees, including the cost of in-house counsel and appeals, and disbursements) incurred by the Seller
Indemnitees in connection with any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing clauses (i) through
(v), but excluding any of the foregoing items arising from (a) the negligence of any of the Seller Indemnitees and/or (b) the mere discovery of any
pre-existing condition that Purchaser did not cause or exacerbate.
The provisions of this Section 4.2 shall survive the termination of this Agreement and the Closing.
4.3 Release and Waiver. Without limiting the provisions of Article 4, and except as expressly provided for in this Agreement, Purchaser waives its right to
recover from, and forever releases and discharges, and covenants not to sue Seller, Seller's affiliates, Seller's property manager, any lender to Seller, the
partners, trustees, shareholders, controlling persons, directors, officers, attorneys, employees and agents of each of them, and their respective heirs,
successors, personal representatives and assigns 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 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 relating to the use,
presence, discharge or release of hazardous materials on, under, in, above or about the Property. If Purchaser and/or its assignee, with actual knowledge
of (i) a default in any of the covenants, agreements or obligations to be performed by Seller under this Agreement and/or (ii) any breach of or
inaccuracy in any representation or warranty of Seller made in this Agreement nonetheless elects to proceed to the Closing, then, upon the
consummation of the Closing, Purchaser and/or its assignee shall be deemed to have waived any such default and/or breach or inaccuracy and shall
have no
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