AND COMPLETENESS
THEREOF TO BUYER'S OWN SATISFACTION. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12
OF THIS AGREEMENT, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION,
INVESTIGATION AND ANALYSES OF THE PROPERTY AND IS NOT RELYING IN ANY WAY UPON
ANY REPRESENTATIONS, STATEMENTS, AGREEMENTS, WARRANTIES, STUDIES, REPORTS,
DESCRIPTIONS, GUIDELINES OR OTHER INFORMATION OR MATERIAL FURNISHED BY SELLER OR
ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OF ANY NATURE
WHATSOEVER REGARDING ANY SUCH MATTERS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION
12 OF THIS AGREEMENT, BUYER WILL ACQUIRE THE PROPERTY, IF AT ALL, "AS IS", IN
ITS PRESENT STATE AND CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER OR
ITS REPRESENTATIVES AS TO ANY MATTER. EXCEPT AS SPECIFICALLY PROVIDED IN
SECTION 8(A) CONCERNING CONDITIONS TO BUYER'S OBLIGATIONS, NO PATENT OR LATENT
CONDITION AFFECTING THE PROPERTY IN ANY WAY, SUCH AS BUT NOT LIMITED TO THE
MATTERS LISTED IN THIS SECTION 13 WHETHER OR NOT KNOWN OR DISCOVERABLE OR
HEREAFTER DISCOVERED, SHALL AFFECT BUYER'S OBLIGATION TO PURCHASE THE PROPERTY,
NOR SHALL GIVE RISE TO ANY RIGHT OF DAMAGES, RESCISSION OR OTHERWISE AGAINST
SELLER.
16
(c) Release and Indemnity. BUYER ON ITS BEHALF AND ON BEHALF OF ITS SUCCESSORS
AND ASSIGNS HEREBY WAIVES AND UNCONDITIONALLY RELEASES AND DISCHARGES, SELLER
AND EACH OF ITS DIVISIONS, SUBSIDIARIES, MEMBERS, PARTNERS AND AFFILIATES, AND
ALL OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS,
REPRESENTATIVES AND PROFESSIONAL CONSULTANTS AND ALL OF THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASED PARTIES") FROM AND AGAINST
ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DEMANDS, COSTS (INCLUDING ATTORNEYS',
CONSULTANT AND EXPERT FEES), EXPENSES AND PENALTIES ARISING FROM, RELATING TO OR
CAUSED BY (I) ANY OR ALL OF THE MATTERS DESCRIBED IN THIS SECTION 13 AND OTHER
MATTERS RELATING TO THE USE, CONDITION OR DEVELOPMENT OF THE PROPERTY AND
SURROUNDING PROPERTY AS DESCRIBED IN THIS AGREEMENT AND (II) THE ENVIRONMENTAL
CONDITION OF THE PROPERTY OR THE EXISTENCE UPON, UNDER OR AROUND THE PROPERTY AT
THE TIME OF CLOSING OR AT ANY TIME FOLLOWING THE CLOSING, OR THE DISCOVERY AFTER
THE CLOSING, OF ANY HAZARDOUS MATERIALS. BUYER FURTHER AGREES TO ASSUME, AND TO
INDEMNIFY, DEFEND AND HOLD HARMLESS THE RELEASED PARTIES FROM, ALL
RESPONSIBILITY FOLLOWING THE CLOSING WITH RESPECT TO THE REMEDIATION OF ANY
HAZARDOUS MATERIALS, WHETHER RELEASED OR DISCOVERED AFTER THE CLOSING OR
EXISTING PRIOR TO THE CLOSING, AND REQUIRED BY LAW OR ANY GOVERNMENTAL AUTHORITY
HAVING JURISDICTION OR FOR ANY OTHER REASON.
17
(d) 1542 Waiver. BUYER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR."
BUYER BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY
HAVE THEREUNDER, AS WELL AS