HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON
IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OR
REGULATIONS, INCLUDING WITHOUT LIMITATION SECTION 1542 OF THE CIVIL CODE OF THE
STATE OF CALIFORNIA, 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.
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IN THIS CONNECTION AND TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER HEREBY
AGREES THAT PURCHASER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN
TO PURCHASER MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION,
CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES 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 THAT PURCHASER
NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER AND ALL
SELLER RELATED PARTIES FROM ANY SUCH UNKNOWN CLAIMS WHICH MIGHT IN ANY WAY BE
INCLUDED IN THE WAIVERS AND MATTERS RELEASED AS SET FORTH IN THIS PARAGRAPH. THE
PROVISIONS OF THIS PARAGRAPH ARE MATERIAL AND INCLUDED AS A MATERIAL PORTION OF
THE CONSIDERATION GIVEN TO SELLER BY PURCHASER IN EXCHANGE FOR SELLER'S
PERFORMANCE HEREUNDER.
THE RELEASE SET FORTH ABOVE SHALL NOT APPLY (I) TO THE EXTENT OF ANY FRAUD
PERPETRATED BY SELLER, (II) TO ANY OBLIGATION OF SELLER WHICH EXPRESSLY SURVIVES
THE CLOSING, (III) TO ANY CLAIMS ARISING FROM OR RELATED TO SELLER'S OBLIGATIONS
UNDER THE DOCUMENTS DELIVERED TO BUYER AT CLOSING OR UNDER ANY SELLER'S ESTOPPEL
CERTIFICATES OR (IV) ANY CLAIM BY PURCHASER'S AFFILIATE AGAINST SELLER RELATED
TO SELLER'S COVENANTS AND OBLIGATIONS UNDER THE AFFILIATE LEASE ARISING FROM
EVENTS OR CIRCUMSTANCES OCCURRING PRIOR TO THE CLOSING (PROVIDED THAT IF
PURCHASER HAS KNOWLEDGE AS OF THE EFFECTIVE DATE OF ANY CLAIMS RELATED TO THE
AFFILIATE LEASE AND PURCHASER NONETHELESS CLOSES THE TRANSACTION HEREUNDER AND
PURCHASES THE PROPERTY, THEN PURCHASER SHALL BE DEEMED TO HAVE WAIVED ALL OF
SUCH CLAIMS AND SELLER SHALL HAVE NO LIABILITY OR OBLIGATION RESPECTING SUCH
CLAIMS).
PURCHASER'S INITIALS:
SELLER'S INITIALS:
9.2 Survival. The provisions of this Section 9 shall survive the Closing or the
termination of this Agreement.
10. Remedies For Default and Disposition of the Deposit.
10.1 SELLER DEFAULTS. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED
SOLELY BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT, THEN PURCHASER SHALL
HAVE, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES,
WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED), THE RIGHT TO
EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE
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RETURNED TO PURCHASER, SELLER SHALL PAY TO PURCHASER AN AMOUNT EQUAL TO
PURCHASER'S REIMBURSABLE DUE DILIGENCE EXPENSES (AS HEREINAFTER DEFINED) AND
NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO