FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN
"AS-IS" CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER HAS NO OBLIGATIONS
TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE BE
EXPRESSLY STATED HEREIN.
10.2 RELEASE.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER AND ANYONE
CLAIMING BY, THROUGH OR UNDER BUYER HEREBY FULLY AND IRREVOCABLY RELEASES SELLER
(PROVIDED, HOWEVER, THE PROVISIONS OF THIS SECTION 10.2 SHALL NOT EXTEND TO ANY
CLAIMS RESULTING FROM A BREACH OF SELLER'S OBLIGATIONS AS "TENANT" UNDER THE
LEASE) AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS,
SERVANTS, ATTORNEYS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, SUCCESSORS AND
ASSIGNS, AND ALL PERSONS, FIRMS, CORPORATIONS AND ORGANIZATIONS ACTING ON THEIR
BEHALF (COLLECTIVELY, THE "SELLER PARTIES")
FROM ANY AND ALL CLAIMS THAT IT MAY
NOW HAVE OR HEREAFTER ACQUIRE AGAINST ANY SELLER PARTY FOR ANY COSTS, LOSS,
LIABILITY, DAMAGE, EXPENSES, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR
RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS OR OTHER CONDITIONS,
LATENT OR OTHERWISE, GEOTECHNICAL AND SEISMIC, AFFECTING THE PROPERTY OR ANY
PORTION THEREOF INCLUDING, WITHOUT LIMITATION, (1) ENVIRONMENTAL MATTERS WHICH
WERE:
(i)
DESCRIBED OR REFERRED TO IN THE ENVIRONMENTAL REPORT(S) OR IN ANY
ENVIRONMENTAL AUDIT OBTAINED BY BUYER; OR
(ii)
REASONABLY DISCOVERABLE BY PRUDENT INVESTIGATION DURING THE DUE
DILIGENCE PERIOD; OR
16
(iii)
OTHERWISE DISCLOSED BY SELLER TO BUYER OR DISCOVERED BY BUYER AT
ANY TIME PRIOR TO THE CLOSING;
AND (2) THE ITEMS DESCRIBED IN SECTION 10.1 ABOVE.
THIS RELEASE INCLUDES CLAIMS OF WHICH BUYER IS PRESENTLY UNAWARE OR WHICH BUYER
DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY BUYER, WOULD MATERIALLY
AFFECT BUYER'S RELEASE TO SELLER.
BUYER SPECIFICALLY WAIVES THE PROVISION 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
EXPECT 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.
IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR
NEGOTIATIONS TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED
BY BUYER SUBJECT TO THE FOREGOING.
IT IS NOT CONTEMPLATED THAT THE PURCHASE
PRICE WILL BE INCREASED IF COSTS TO BUYER ASSOCIATED WITH THE PROPERTY PROVE TO
BE LESS THAN EXPECTED NOR WILL THE PURCHASE PRICE BE REDUCED IF THE BUYER'S PLAN
FOR THE PROPERTY LEADS TO HIGHER COST PROJECTIONS.
IN SUCH EVENT, THE SOLE
REMEDY OF THE BUYER WILL BE TO TERMINATE THIS AGREEMENT AS PROVIDED HEREIN PRIOR
TO THE END OF THE DUE DILIGENCE PERIOD.
NOTHING CONTAINED IN THIS SECTION 10 OR
ELSEWHERE IN THIS AGREEMENT SHALL BE DEEMED TO WAIVE OR LIMIT THE EXPRESS
COVENANTS, REPRESENATIONS OR WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT.
/s/ JK
/s/ PB
Buyer's initials
Seller's initials
11.
Title Insurance:
At the Close