ARE SPECIFICALLY SET
FORTH OR REFERRED TO IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT
TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS
AGREEMENT, SELLER SHALL HAVE NO LIABILITY TO BUYER WITH RESPECT TO (A) THE
POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (B) THE EXISTENCE OF VESTED
LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (C) THE
MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR
PURPOSE (BUYER AFFIRMING THAT BUYER HAS NOT RELIED ON SELLER'S SKILL OR JUDGMENT
TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER
MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE), (D) TAX
CONSEQUENCES, (E) THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR
CONCLUSION OF ANY SOILS, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR
ENTITY WHO HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF, (F) THE CONTENT OR
ACCURACY OF ANY INFORMATION RELEASED TO BUYER BY AN ENGINEER OR PLANNER IN
CONNECTION WITH THE DEVELOPMENT OF THE PROPERTY, OR (G) THE CONTENT OR ACCURACY
OF THE DOCUMENTS AND MATERIALS AND ANY OTHER INFORMATION GIVEN TO BUYER BY
SELLER WITH RESPECT TO THE PROPERTY, AND BUYER HEREBY RELEASES SELLER FROM ANY
LIABILITY ARISING OUT OF ANY CLAIM RELATED TO ANY OF THE FOREGOING MATTERS SET
FORTH IN THIS SECTION 12.1. THE TERMS AND CONDITIONS OF THIS PARAGRAPH 12.1
SHALL EXPRESSLY SURVIVE THE CLOSE OF ESCROW AND SHALL NOT BE MERGED WITH THE
DEED. BUYER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS
AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.
BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET
FORTH IN THIS AGREEMENT ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER
WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE
WITHOUT THIS DISCLAIMER AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.
BUYER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH
PROVIDES AS FOLLOWS:
"A general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of
ELECTRONIC ARTS INC.
-21- [Purchase Agreement]
executing the release, which if known by him must have materially affected his
settlement with the debtor."
BUYER EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS OR BENEFITS IT MAY
HAVE UNDER, OR WHICH MAY BE CONFERRED UPON IT BY, THE PROVISIONS OF SECTION 1542
OF THE CALIFORNIA CIVIL CODE TO THE FULLEST EXTENT THAT IT MAY LAWFULLY WAIVE
SUCH RIGHTS OR BENEFITS PERTAINING TO THE SUBJECT MATTER OF THIS RELEASE.
BUYER'S INITIALS:
XIII
OPERATIONS DURING ESCROW
13.
Seller's Covenants Regarding Operation of the Property Through the
Close of Escrow. From and after the Effective Date, through and including the
Close of Escrow, Seller, at its sole cost and expense, covenants and agrees to:
13.1 Keep all existing insurance policies