or about the Property, (iii) any
compliance or non-compliance with Environmental Laws regarding any Waste
Materials, Hazardous Materials or any Handling related thereto at, beneath, to,
from, or about the Property, (iv) any acts, omissions, services or other conduct
related to any of the foregoing items "(i)" through "(iii)," inclusive, and/or
(v) any condition, activity, or other matter respecting the Property that is not
addressed by any of the foregoing items "(i)" through "(iv)," inclusive, and
that is related to pollution or protection of the environment, natural
resources, or public health; provided, however, the Released Claims shall not
include claims for breach of Seller's Representations or intentional fraud.
Buyer acknowledges that any condition of the Property which Buyer discovers or
desires to correct or improve prior to or after the Closing Date shall be at
Buyer's sole expense. This Release shall survive the Closing and the recording
of the Deed conveying the Property from Seller to Buyer.
TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BUYER HEREBY EXPRESSLY AND
SPECIFICALLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE
("SECTION 1542") AND ANY SUCCESSOR LAWS. SECTION 1542 PROVIDES AS FOLLOWS:
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3285553_2
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING
PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN TO HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
BUYER ACKNOWLEDGES THAT THIS WAIVER AND RELEASE IS VOLUNTARY AND WITHOUT ANY
DURESS OR UNDUE INFLUENCE, AND IS GIVEN AS PART OF THE CONSIDERATION FOR THE
AGREEMENTS SET FORTH HEREIN. BUYER EXPRESSLY ACKNOWLEDGES THAT IT MAY HEREAFTER
DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE, WHICH IT NOW BELIEVES TO
BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER AGREES THAT THE FOREGOING
RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH
DIFFERENT OR ADDITIONAL FACTS.
BUYER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF
THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED
CLAIMS, AND BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY
REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT
THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. BY ITS
INITIALS BELOW, BUYER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND
ACCEPTS ALL OF THE TERMS OF THIS SUBSECTION AND RELEASE.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE
WAIVERS, RELEASES, ACQUITTALS, AND DISCHARGES REFERRED TO ABOVE SHALL NOT BE
APPLICABLE TO: (I) ANY CLAIMS ARISING OUT OF ANY BREACH OF COVENANTS,
REPRESENTATIONS, OR WARRANTIES OF SELLER THAT ARE EXPRESSLY SET FORTH IN THE
AGREEMENT; (II) DAMAGE TO PERSONAL PROPERTY OR PERSONAL OR BODILY INJURY WHICH
OCCURRED ON THE REAL PROPERTY, OR ANY PART THEREOF, PRIOR TO THE CLOSE OF
ESCROW, THROUGH NO ACT OR OMISSION ON THE PART OF BUYER AND/OR BUYER'S AGENTS,
EMPLOYEES, CONSULTANTS