TO WHOMEVER MADE OR GIVEN,
DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN
THIS AGREEMENT. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND
TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS-IS."
BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT
PRIOR TO
CLOSE OF ESCROW, SUCH INVESTIGATIONS OF THE
PROPERTY, INCLUDING BUT
NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER
DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE
PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH
RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY,
AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON
BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN
SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET
FORTH IN THIS AGREEMENT.
UPON CLOSE OF ESCROW, BUYER SHALL ASSUME THE RISK THAT
ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S
INVESTIGATIONS, AND BUYER, UPON CLOSE OF ESCROW (EXCEPT WITH RESPECT TO THE
EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND
ANY FRAUD ON THE PART OF SELLER), SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED
AND RELEASED SELLER (AND SELLERS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES
AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION
(INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES,
LIABILITIES, COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND EVERY KIND OR
CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED
AGAINST
SELLER (AND
SELLER'S
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND
AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT
CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS
AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS
REGARDING THE PROPERTY.
IN ADDITION, BUYER WAIVES, RELINQUISHES AND RELEASES
ANY CLAIMS IT MAY HAVE AGAINST SELLER, BLACKROCK GRANITE PROPERTY FUND, L.P.,
AND ITS DIRECT AND INDIRECT OWNERS, WITH RESPECT TO ANY STATEMENTS MADE BY
HARVEST PROPERTIES, INC., OR ANY OF ITS AFFILIATES OR REPRESENTATIVES, INCLUDING
BUT NOT LIMITED TO JOHN WINTHER AND AWAIS MUGHAL, REGARDING THE EXISTENCE,
STATUS, POTENTIAL FOR OR NATURE OF ANY ENTITLEMENTS WITH RESPECT TO THE PROPERTY
AND ANY REDEVELOPMENT OF THE PROPERTY.
THE PROVISIONS OF THIS SECTION WILL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
BUYER HEREBY WAIVES THE PROVISIONS
OF CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES THAT:
24
"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."
Seller _/s/ CS__
Buyer _/s/ KB__
(r) Limitation on Liability.
In any action brought to enforce the obligations
of Seller under this Agreement