Common use of AS-IS; RELEASE Clause in Contracts

AS-IS; RELEASE. (a) Purchaser acknowledges that Purchaser will have the opportunity to independently and personally inspect the Property and that Purchaser has entered into this Contract based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition "AS IS, WITH ALL FAULTS, (WHETHER LATENT, PATENT OR DETECTABLE OR NOT) AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED", and without any reduction in the Purchase Price for any change in the physical or financial condition occurring from and after the Effective Date except for the express representations and warranties of Seller contained in Section 5.1 and elsewhere in this Contract. Notwithstanding anything contained herein to the contrary, it is understood and agreed that, except for the express representations and warranties of Seller contained in Section 5.1 and elsewhere in this Contract, Seller and Seller's agents or employees have not made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, oral or written, past, present or future, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (1) matters of title; (2) environmental matters of any kind relating to the Property, the Land or the Improvements or any portion thereof (including the condition of the soil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard; (5) drainage; (6) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any under shoring; (7) zoning to which the Property or any portion thereof may be subject; (8) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Property or any portion thereof, (11) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof; (12) the presence of Hazardous Materials (hereinafter defined) in or on, under or in the vicinity of the Property; (13) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws; (14) the existence or non-existence of underground storage tanks; (15) any other matter affecting the stability or integrity of the Real Property; (16) the potential for further development of the Property; (17) the existence of vested land use, zoning or building entitlements affecting the Property; (18) the REA; (19) the merchantability of the Property or fitness of the Property for any particular purpose (Purchaser affirming that Purchaser has not relied on Seller's or Seller's agents' or employees' skill or judgment to select or furnish the Property for any particular purpose, and that Seller makes no warranty that the Property is fit for any particular-purpose); or (19) tax consequences. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. (b) Seller and its partners, shareholders, officers, directors, agents, employees, Property Manager, controlling persons and affiliates (individually a "Seller Party" and collectively the "Seller Parties") are hereby released from all responsibility and liability regarding the condition (including the presence in the soil, air, structures and surface and subsurface waters, of materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, excluding, however, any right to implead Seller only in connection with any third-party personal injury or personal property claims brought against Purchaser arising from the period during Seller's ownership of the Property which were not caused by Purchaser's actions and/or inactions. Without limitation, Purchaser specifically releases Seller from any claims it may have against Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of Hazardous Materials, solid wastes, or any other pollutants or contamination the Property; provided, however, that the foregoing release shall not apply to Seller only with respect to (1) the representations and warranties of Seller contained in this Contract, and (x) Seller's express covenants (1) contained herein which expressly survive the Closing hereunder, and (y) contained in any closing documents delivered in connection with this Contract that expressly survive the Closing. (c) Except as set forth in Section 5.1 hereof, Purchaser acknowledges that any information of any type which Purchaser has received or may receive from any Seller Party, including, without limitation, any environmental reports and surveys, is furnished on the express condition that Purchaser shall make an independent verification of the accuracy of such information, all such information being furnished without any warranty whatsoever.

AS-IS; RELEASE. (a) As-Is. Purchaser acknowledges and agrees that if Purchaser fails to terminate this Agreement on or before the expiration of the Investigation Period, the Property shall be sold, and Purchaser shall accept possession of the Property on the Closing Date “AS IS - WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price, and Purchaser shall assume the risk that adverse physical, environmental, economic or legal conditions may not have been revealed by Purchaser’s Investigations, whether or not Purchaser shall have made any such Investigation. Except as expressly set forth in Section 6(a)(i), neither Seller nor Seller’s Representatives have or shall be deemed to have made any representations or warranties, express or implied, regarding the Property or any matters affecting the Property, including without limitation the physical condition of the Property, title to or boundaries of the Property, soil conditions, the presence or absence, location or scope of any Hazardous Materials in, at, or under the Property, compliance with building, health, safety, land use or zoning Laws, other engineering characteristics, traffic patterns, parking and all other information pertaining to the Property. Purchaser moreover acknowledges (i) that Purchaser will have is a sophisticated buyer, knowledgeable and experienced in the opportunity financial and business risks attendant to independently investments in real property and personally inspect capable of evaluating the Property merits and risks of entering into this Agreement and purchasing the Property, (ii) that Purchaser has entered into this Contract based Agreement with the intention of making and relying upon its ability to make such examination own (or its experts’) investigation of the physical, environmental, economic and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present legal condition "AS IS, WITH ALL FAULTS, (WHETHER LATENT, PATENT OR DETECTABLE OR NOT) AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED"of the Property, and without (iii) that Purchaser is not relying upon any reduction in representation or warranty concerning the Purchase Price for any change in the physical Property made by Seller or financial condition occurring from and after the Effective Date except for the express representations and warranties of Seller contained in Section 5.1 and elsewhere Seller’s Representatives other than as expressly set forth in this ContractAgreement. Notwithstanding anything contained herein to the contrary, it is understood and agreed that, except for the express representations and warranties of Seller contained in Section 5.1 and elsewhere Except as otherwise expressly provided in this ContractAgreement, Seller and Seller's agents or employees shall not have not made and are not now making, and they specifically disclaim, any warranties, representations or guaranties liability of any kind or character, express nature for any condition or implied, oral or written, past, present or future, with respect to defect in the Property, including, but not limited to, warranties, representations whether such condition or guaranties as to (1) matters of title; (2) environmental matters of any kind relating to the Property, the Land defect is latent or the Improvements or any portion thereof (including the condition of the soil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whetherpatent, and to the extent to which the Property or regardless of when any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard; (5) drainage; (6) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any under shoring; (7) zoning to which the Property or any portion thereof may be subject; (8) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Property or any portion thereof, (11) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof; (12) the presence of Hazardous Materials (hereinafter defined) in or on, under or in the vicinity of the Property; (13) the such condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws; (14) the existence or non-existence of underground storage tanks; (15) any other matter affecting the stability or integrity of the Real Property; (16) the potential for further development of the Property; (17) the existence of vested land use, zoning or building entitlements affecting the Property; (18) the REA; (19) the merchantability of the Property or fitness of the Property for any particular purpose (Purchaser affirming that Purchaser has not relied on Seller's or Seller's agents' or employees' skill or judgment to select or furnish the Property for any particular purpose, and that Seller makes no warranty that the Property defect is fit for any particular-purpose); or (19) tax consequences. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE ITdiscovered. (b) Seller and its partners, shareholders, officers, directors, agents, employees, Property Manager, controlling persons and affiliates (individually a "Seller Party" and collectively the "Seller Parties") are hereby released from all responsibility and liability regarding the condition (including the presence in the soil, air, structures and surface and subsurface waters, of materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, excluding, however, any right to implead Seller only in connection with any third-party personal injury or personal property claims brought against Purchaser arising from the period during Seller's ownership of the Property which were not caused by Purchaser's actions and/or inactions. Without limitation, Purchaser specifically releases Seller from any claims it may have against Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of Hazardous Materials, solid wastes, or any other pollutants or contamination the Property; provided, however, that the foregoing release shall not apply to Seller only with respect to (1) the representations and warranties of Seller contained in this Contract, and (x) Seller's express covenants (1) contained herein which expressly survive the Closing hereunder, and (y) contained in any closing documents delivered in connection with this Contract that expressly survive the Closing. (c) Except as set forth in Section 5.1 hereof, Purchaser acknowledges that any information of any type which Purchaser has received or may receive from any Seller Party, including, without limitation, any environmental reports and surveys, is furnished on the express condition that Purchaser shall make an independent verification of the accuracy of such information, all such information being furnished without any warranty whatsoever.

AS-IS; RELEASE. Buyer is acquiring the Property “AS IS, WHERE IS” without any representation or warranty of Seller, implied or statutory, as to the nature or condition of or title to the Property or its fitness for Buyer's intended use of same (a) Purchaser acknowledges that Purchaser will have except as expressly set forth herein). Buyer is familiar with the opportunity to independently Property. Buyer is relying solely upon its own, independent inspections, investigations and personally inspect analysis of the Property as it deems necessary or appropriate in so acquiring the Property from Seller, including, without limitation, an analysis of any and all matters concerning the condition of the Property and that Purchaser has entered into this Contract based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition "AS IS, WITH ALL FAULTS, (WHETHER LATENT, PATENT OR DETECTABLE OR NOT) AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED"suitability for Buyer's intended purposes, and without any reduction in the Purchase Price for any change in the physical or financial condition occurring from a review of all applicable laws, ordinances, rules and after the Effective Date except for the express representations and warranties of Seller contained in Section 5.1 and elsewhere in this Contract. Notwithstanding anything contained herein to the contrary, it is understood and agreed that, except for the express representations and warranties of Seller contained in Section 5.1 and elsewhere in this Contract, Seller and Seller's agents or employees have not made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, oral or written, past, present or future, with respect to the Property, governmental regulations (including, but not limited to, warrantiesthose relative to building, representations or guaranties as to (1zoning and land use) matters of title; (2) environmental matters of any kind relating to affecting the Property, the Land or the Improvements or any portion thereof (including the condition of the soil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard; (5) drainage; (6) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any under shoring; (7) zoning to which the Property or any portion thereof may be subject; (8) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Property or any portion thereof, (11) the value, compliance with the plans and specifications, size, location, agedevelopment, use, design, quality, description, suitability, structural integrity, operation, title to, occupancy or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof; (12) the presence of Hazardous Materials (hereinafter defined) in or on, under or in the vicinity enjoyment of the Property; (13) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws; (14) the existence or non-existence of underground storage tanks; (15) any other matter affecting the stability or integrity of the Real Property; (16) the potential for further development of the Property; (17) the existence of vested land use, zoning or building entitlements affecting the Property; (18) the REA; (19) the merchantability of the Property or fitness of the Property for any particular purpose (Purchaser affirming that Purchaser has not relied on Seller's or Seller's agents' or employees' skill or judgment to select or furnish the Property for any particular purpose, and that Seller makes no warranty that the Property is fit for any particular-purpose); or (19) tax consequences. EXCEPT AS EXPRESSLY SET FORTH HEREINBUYER ACKNOWLEDGES AND AGREES THAT, SELLER MAKES NO REPRESENTATIONS HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR WARRANTIES GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO PURCHASERTHE PROPERTY OR ANY MATTER RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, AND COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR THE PRESENCE, ABSENCE, CONDITION OR STATUS OF ANY HAZARDOUS MATERIALS. BUYER 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 OR REMEDIATE ANY IMPROVEMENTS LOCATED THEREONHAZARDOUS MATERIALS. BY INITIALING BELOW, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR THE BUYER ACKNOWLEDGES THAT (i) THIS SECTION 12 HAS BEEN READ AND FULLY UNDERSTOOD, (ii) THE BUYER HAS HAD THE CHANCE TO ASK QUESTIONS OF MERCHANTABILITYITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (iii) THE BUYER HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION 12. PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. (b) Seller BUYER’S INITIALS Buyer waives and its partners, shareholders, officers, directors, agents, employees, Property Manager, controlling persons and affiliates (individually a "Seller Party" and collectively the "Seller Parties") are hereby released from all responsibility and liability regarding the condition (including the presence in the soil, air, structures and surface and subsurface waters, of materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines), valuation, salability or utility releases as of the Property, or its suitability for Close of Escrow any purpose whatsoever, excluding, however, any right to implead Seller only in connection with any third-party personal injury or personal property claims brought against Purchaser arising from the period during Seller's ownership of the Property which were not caused by Purchaser's actions and/or inactions. Without limitation, Purchaser specifically releases Seller from any and all claims it may have against Seller now or in relating to the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as amended; any other analogous state or federal statute; and common law arising from the environmental conditions physical condition of the Property or the presence of Hazardous Materials, solid wastes, or any other pollutants or contamination the Property; provided, however, that the foregoing release shall not apply to Seller only with respect to (1) the representations and warranties of Seller contained in this Contract, and (x) Seller's express covenants (1) contained herein which expressly survive the Closing hereunder, and (y) contained in any closing documents delivered in connection with this Contract that expressly survive the Closing. (c) Except as set forth in Section 5.1 hereof, Purchaser acknowledges that any information of any type which Purchaser has received or may receive from any Seller Party, including, without limitation, any environmental reports and surveys, is furnished on the express condition that Purchaser shall make an independent verification of presence or release hazardous materials or substances). To the accuracy extent of such informationwaiver and release, all such information being furnished without any warranty whatsoeverBuyer expressly waives its rights, if any, under California Civil Code Section 1542 which provides: “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’s Initials

AS-IS; RELEASE. (a) Purchaser Tenant further acknowledges that Purchaser will have the opportunity to independently and personally inspect the Property and that Purchaser has entered into this Contract based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition "AS IS, WITH ALL FAULTS, (WHETHER LATENT, PATENT OR DETECTABLE OR NOT) AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED", and without any reduction in the Purchase Price for any change in the physical or financial condition occurring from and after the Effective Date except for the express representations and warranties of Seller contained in Section 5.1 and elsewhere in this Contract. Notwithstanding anything contained herein to the contrary, it is understood and agreed agrees that, except for the express representations and warranties of Seller contained in Section 5.1 and elsewhere as otherwise expressly set forth in this ContractLease, Seller and Seller's agents or employees have District has not made and are made, does not now makingmake, and they specifically disclaimnegates and disclaims any representations, any warranties, representations promises, covenants, agreements or guaranties of any kind or charactercharacter whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the Property, including, but not limited to, warranties, representations or guaranties as to Site (1) matters of title; (2) environmental matters of any kind relating to the Property, the Land or the Improvements District’s interest therein), (b) the value, nature, quality or any portion thereof (including the condition of the soil or groundwater beneath the Property); (3) geological conditionsSite, including, without limitation, subsidencethe improvements thereon, subsurface conditionssoil, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whethertopography, and to geology thereof, (c) the extent to which income of the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard; (5) drainage; (6) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, Premises or the sufficiency use thereof, (d) the suitability of the Premises for any under shoring; and all activities and uses which Tenant intends to conduct thereon (7) zoning to which the Property or any portion thereof may be subject; (8) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Property or any portion thereofBusiness Objective), (11e) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof; (12) the presence of Hazardous Materials (hereinafter defined) in or on, under or in the vicinity of the Property; (13) the condition or use of the Property or compliance of the Property (or any aspect thereof) with any Existing Conditions or all pastany law (including, present without limitation, zoning laws or future federalEnvironmental Laws (as defined below), state rule, or local ordinancesregulation, rulesorder of law, regulations statute, bylaw or lawsordinance of a governmental agency having jurisdiction governing or regulating the Property, buildingas they may be amended from time to time (collectively, fire or zoning ordinances“Laws”)), codes or other similar laws; (14f) the existence or non-existence of underground storage tanks; (15) any other matter affecting the stability or integrity of the Real Property; (16) the potential for further development of the Property; (17) the existence of vested land use, zoning or building entitlements affecting the Property; (18) the REA; (19) the merchantability of the Property or fitness of the Property for any use to be made or intended to be made by Tenant, (g) the merchantability, marketability, profitability or fitness for a particular purpose of the Premises, (Purchaser affirming that Purchaser has not relied on Seller's or Seller's agents' or employees' skill or judgment to select or furnish the Property for any particular purpose, and that Seller makes no warranty that the Property is fit for any particular-purpose); or (19h) tax consequences. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. (b) Seller and its partners, shareholders, officers, directors, agents, employees, Property Manager, controlling persons and affiliates (individually a "Seller Party" and collectively the "Seller Parties") are hereby released from all responsibility and liability regarding the condition (including the presence in the soil, air, structures and surface and subsurface waters, of materials or substances that have been or may in the future be determined to be toxicdevelopment of the Site, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from (i) the Property under current or future federal, state and local laws, regulations or guidelines), valuation, salability or utility zoning of the Property, (j) any governmental approvals or its agreements concerning the Property (including, without limitation, Listed Permits and Additional Permits), (k) title condition of the Property, (l) the value, nature, quality or condition of the Affixed Equipment, (m) the Affixed Equipment’s merchantability or fitness for a particular purpose, (n) the suitability of the Affixed Equipment (or any aspect thereof) for any purpose whatsoeverand all activities and uses contemplated by Tenant (including, excludingwithout limitation, howeverthe Business Objective), (o) the compliance of the Affixed Equipment (or any aspect thereof) with any Laws or Listed Permits, (p) the physical, environmental, regulatory or title condition of the Affixed Equipment, (q) the adequacy, completeness, or compliance with applicable Laws of the Tenant Safety Procedures (as defined below), any right to implead Seller only other procedures or protocols at the Premises or the Site that may be suggested by the District (orally or in writing) in connection with any third-party personal injury operations at the Site, or personal property claims brought against Purchaser arising from the period during Seller's ownership Tenant’s repair, maintenance, repair, or operation of the Property which were not caused by Purchaser's actions and/or inactions. Without Premises (including, without limitation, Purchaser specifically releases Seller from any claims it may have against Seller now the Affixed Equipment) or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as amended; (r) any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of Hazardous Materials, solid wastes, or any other pollutants or contamination the Property; provided, however, that the foregoing release shall not apply to Seller only matter with respect to (1) the representations and warranties of Seller contained in this ContractSite. Further, except as expressly set forth herein, the District has not made, does not make, and specifically disclaims any representations regarding compliance with any environmental protection, pollution or land use Laws (x) Seller's express covenants (1) contained herein which including, Environmental Laws). Except as expressly survive the Closing hereunderset forth herein, and (y) contained District is not liable or bound in any closing documents delivered in connection with this Contract that expressly survive manner by any oral or written statements, representations or information pertaining to the Closing. (c) Except as set forth in Section 5.1 hereofSite, Purchaser acknowledges that the Property, the Premises, or the Affixed Equipment, furnished by any information of any type which Purchaser has received person or may receive from any Seller Partyentity, including, without limitation, any environmental reports District’s directors, officers, managers, agents, representatives, attorneys, or employees. Tenant further acknowledges and surveys, agrees that it is furnished on leasing the express condition that Purchaser shall make an independent verification Premises and has the right to use certain aspects of the accuracy Property (as specifically set forth in this Lease) on “as is” and “with all faults” basis subject to all Laws, Existing Conditions, Listed Permits, and Additional Permits, except as otherwise expressly set forth in this Lease. Except only as otherwise expressly set forth in this Lease, Tenant and anyone claiming by, through or under Tenant hereby fully and irrevocably releases District, its directors, officers, managers, employees, representatives, attorneys and agents from any and all claims that it or they may now have or hereafter acquire against District, its directors, officers, managers, employees, representatives, attorneys and agents from any cost, loss, liability, damage, expense, demand, action, or cause of such informationaction arising from the Site (or any aspect thereof). This release includes claims of which Tenant is presently unaware or which Tenant does not presently suspect to exist in its favor which, all such information being furnished without if known by Tenant, would materially affect Tenant’s release of District. Tenant specifically waives the provisions of California Civil Code Section 1542, which provides as follows: “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 BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”. The foregoing releases survive the expiration or termination of the Lease. The foregoing releases shall not apply to (a) Pre-Existing Environmental Contamination (as defined below), (b) the migration of Hazardous Materials (as defined below) onto the Premises from outside the Premises, or (c) any warranty whatsoever.Hazardous Materials brought onto the Premises during the term of this Lease by the District or any third party acting on behalf of the District. The Lease is subject to no contingencies whatsoever in favor of Tenant. Initials by Tenant:

AS-IS; RELEASE. (a) Purchaser acknowledges that Purchaser will have the opportunity to independently and personally inspect the Property and that Purchaser has entered into this Contract based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition "“AS IS, WITH ALL FAULTS, (WHETHER LATENT, PATENT OR DETECTABLE OR NOT) AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED"”, and without any reduction in the Purchase Price for any change in the physical or financial condition occurring from and after the Effective Date except for the express representations and warranties of Seller Sellers contained in Section 5.1 and elsewhere in this ContractContract and any closing document delivered by Sellers. Notwithstanding anything contained herein to the contrary, it is understood and agreed that, except for the express representations and warranties of Seller Sellers contained in Section 5.1 this Contract and elsewhere in this Contractany closing document delivered by Sellers, Seller Sellers and Seller's Sellers’ agents or employees have not made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, oral or written, past, present or future, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (1) matters of title; (2) environmental matters of any kind relating to the Property, the Land or the Improvements or any portion thereof (including the condition of the soil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard; (5) drainage; (6) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any under shoring; (7) zoning to which the Property or any portion thereof may be subject; (8) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Property or any portion thereof, (11) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof; (12) the presence of Hazardous Materials (hereinafter defined) in or on, under or in the vicinity of the Property; (13) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws; (14) the existence or non-existence of underground storage tanks; (15) any other matter affecting the stability or integrity of the Real Property; (16) the potential for further development of the Property; (17) the existence of vested land use, zoning or building entitlements affecting the Property; (18) the REA; (19) the merchantability of the Property or fitness of the Property for any particular purpose (Purchaser affirming that Purchaser has not relied on Seller's Sellers’ or Seller's Sellers’ agents' ’ or employees' ’ skill or judgment to select or furnish the Property for any particular purpose, and that Seller Sellers makes no warranty that the Property is fit for any particular-purpose); or (19) tax consequences. EXCEPT AS EXPRESSLY SET FORTH HEREINHEREIN AND ANY CLOSING DOCUMENT DELIVERED BY SELLER, SELLER SELLERS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. (b) Seller Except as otherwise expressly set forth in this Contract or the documents delivered by Sellers at Closing or any claims based on fraud or intentional misconduct, from and its after Closing, Sellers and their respective partners, shareholders, officers, directors, agents, employees, Property Managerproperty manager, controlling persons and affiliates (individually a "“Seller Party" ” and collectively the "“Seller Parties"”) are hereby released from all responsibility and liability regarding the condition (including the presence in the soil, air, structures and surface and subsurface waters, of materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, excluding, however, any right to implead Seller only . Except as specifically provided in connection with any third-party personal injury or personal property claims brought against Purchaser arising from the period during Seller's ownership of the Property which were not caused by Purchaser's actions and/or inactions. Without limitationprior sentence, Purchaser specifically releases Seller Sellers from any claims it may have against Seller Sellers now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of Hazardous Materials, solid wastes, or any other pollutants or contamination the Property; provided, however, that the foregoing release shall not apply to Seller only with respect to (1) the representations and warranties of Seller contained in this Contract, and (x) Seller's express covenants (1) contained herein which expressly survive the Closing hereunder, and (y) contained in any closing documents delivered in connection with this Contract that expressly survive the Closing. (c) Except as set forth in Section 5.1 hereof, Purchaser acknowledges that any information of any type which Purchaser has received or may receive from any Seller Party, including, without limitation, any environmental reports and surveys, is furnished on the express condition that Purchaser shall make an independent verification of the accuracy of such information, all such information being furnished without any warranty whatsoeverwhatsoever except as expressly set forth in this Contract. (d) THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE CONSIDERATION FOR SELLERS’ ENTERING INTO THIS CONTRACT, AND SHALL SURVIVE CLOSING.