Common use of AS-IS; RELEASE Clause in Contracts

AS-IS; RELEASE. Tenant further acknowledges and agrees that, except as otherwise expressly set forth in this Lease, District has not made, does not make, and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or 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 (a) the Site (or the District’s interest therein), (b) the value, nature, quality or condition of the Site, including, without limitation, the improvements thereon, soil, topography, and geology thereof, (c) the income of the Premises or the use thereof, (d) the suitability of the Premises for any and all activities and uses which Tenant intends to conduct thereon (including, without limitation, the Business Objective), (e) the compliance of the Property (or any aspect thereof) with any Existing Conditions or any law (including, without limitation, zoning laws or Environmental Laws (as defined below), rule, or regulation, order of law, statute, bylaw or ordinance of a governmental agency having jurisdiction governing or regulating the Property, as they may be amended from time to time (collectively, “Laws”)), (f) the 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, (h) the future development of the Site, (i) the zoning of the Property, (j) any governmental approvals or 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 and all activities and uses contemplated by Tenant (including, without limitation, the 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 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 operations at the Site, or Tenant’s repair, maintenance, repair, or operation of the Premises (including, without limitation, the Affixed Equipment) or (r) any other matter with respect to the Site. 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 (including, Environmental Laws). Except as expressly set forth herein, District is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Site, the Property, the Premises, or the Affixed Equipment, furnished by any person or entity, including, without limitation, District’s directors, officers, managers, agents, representatives, attorneys, or employees. Xxxxxx further acknowledges and agrees that it is leasing the Premises and has the right to use certain aspects of the 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 action 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, 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 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 Xxxxxx. Initials by Tenant:

AS-IS; RELEASE. Tenant further (a) Purchaser acknowledges that Purchaser will have the opportunity to independently and agrees 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 Sellers contained in in this Contract and any closing document delivered by Sellers. Notwithstanding anything contained herein to the contrary, it is understood and agreed that, except as otherwise expressly set forth for the express representations and warranties of Sellers contained in this LeaseContract and any closing document delivered by Sellers, District has Sellers and Sellers’ agents or employees have not made, does made and are not makenow making, and they specifically negates and disclaims disclaim, any representations, warranties, promises, covenants, agreements representations or guaranties of any kind or character whatsoevercharacter, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a1) matters of title; (2) environmental matters of any kind relating to the Site (Property, the Land or the District’s interest therein), Improvements or any portion thereof (b) including the value, nature, quality or condition of the Sitesoil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the improvements thereon, soil, topographywithdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and geology thereofto 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; (c5) drainage; (6) soil conditions, including the income existence of the Premises instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the use thereof, sufficiency of any under shoring; (d7) zoning to which the suitability Property or any portion thereof may be subject; (8) the availability of any utilities to the Premises for Property or any and all activities and uses which Tenant intends to conduct thereon (portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Business Objective)Property or any portion thereof, (e11) 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 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 law other matter affecting the stability or integrity of the Real Property; (including, without limitation16) the potential for further development of the Property; (17) the existence of vested land use, zoning laws or Environmental Laws (as defined below), rule, or regulation, order of law, statute, bylaw or ordinance of a governmental agency having jurisdiction governing or regulating building entitlements affecting the Property, as they may be amended from time to time ; (collectively, “Laws”)), (f18) 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, (h) the future development of the Site, (i) the zoning of the Property, (j) any governmental approvals Purchaser affirming that Purchaser has not relied on Sellers’ or agreements concerning Sellers’ agents’ or employees’ skill or judgment to select or furnish 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 any particular purpose, (n) and that Sellers makes no warranty that the suitability of the Affixed Equipment (or any aspect thereof) Property is fit for any and all activities and uses contemplated by Tenant (including, without limitation, the Business Objectiveparticular-purpose), (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 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 operations at the Site, or Tenant’s repair, maintenance, repair, or operation of the Premises (including, without limitation, the Affixed Equipment) ; or (r19) any other matter with respect to the Sitetax consequences. FurtherEXCEPT AS EXPRESSLY SET FORTH HEREIN AND ANY CLOSING DOCUMENT DELIVERED BY SELLER, except as expressly set forth hereinSELLERS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, the District has not madeINCLUDING, does not makeWITHOUT LIMITATION, and specifically disclaims any representations regarding compliance with any environmental protectionTHE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, pollution or land use Laws (including, Environmental Laws)OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. Except as expressly set forth herein, District is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Site, the Property, the Premises, or the Affixed Equipment, furnished by any person or entity, including, without limitation, District’s directors, officers, managers, agents, representatives, attorneys, or employees. Xxxxxx further acknowledges and agrees that it is leasing the Premises and has the right to use certain aspects of the 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 action 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, 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 PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER 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 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 Xxxxxx. Initials by Tenant:ACQUIRE IT.

AS-IS; RELEASE. Tenant further (a) As-Is. Purchaser acknowledges and agrees thatthat if Purchaser fails to terminate this Agreement on or before the expiration of the Investigation Period, except as otherwise expressly set forth in this Lease, District has not made, does not makethe Property shall be sold, and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or 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 (a) the Site (or the District’s interest therein), (b) the value, nature, quality or condition of the Site, including, without limitation, the improvements thereon, soil, topography, and geology thereof, (c) the income of the Premises or the use thereof, (d) the suitability of the Premises for any and all activities and uses which Tenant intends to conduct thereon (including, without limitation, the Business Objective), (e) the compliance Purchaser shall accept possession of the Property (on the Closing Date “AS IS - WHERE IS, WITH ALL FAULTS,” with no right of setoff or any aspect thereof) with any Existing Conditions or any law (includingreduction in the Purchase Price, without limitation, zoning laws or Environmental Laws (as defined below), rule, or regulation, order of law, statute, bylaw or ordinance of a governmental agency having jurisdiction governing or regulating and Purchaser shall assume the Property, as they may be amended from time to time (collectively, “Laws”)), (f) the 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, (h) the future development of the Site, (i) the zoning of the Property, (j) any governmental approvals or 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 and all activities and uses contemplated by Tenant (including, without limitation, the Business Objective), (o) the compliance of the Affixed Equipment (or any aspect thereof) with any Laws or Listed Permits, (p) the risk that adverse physical, environmental, regulatory economic or title condition of the Affixed Equipmentlegal conditions may not have been revealed by Purchaser’s Investigations, (q) the adequacy, completeness, whether or compliance with applicable Laws of the Tenant Safety Procedures (as defined below), not Purchaser shall have made any 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 operations at the Site, or Tenant’s repair, maintenance, repair, or operation of the Premises (including, without limitation, the Affixed Equipment) or (r) any other matter with respect to the Site. 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 (including, Environmental Laws)such Investigation. Except as expressly set forth hereinin Section 6(a)(i), District is not liable neither Seller nor Seller’s Representatives have or bound in shall be deemed to have made any manner by any oral or written statements, 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 SiteProperty. Purchaser moreover acknowledges (i) that Purchaser is a sophisticated buyer, knowledgeable and experienced in the financial and business risks attendant to investments in real property and capable of evaluating the merits and risks of entering into this Agreement and purchasing the Property, (ii) that Purchaser has entered into this Agreement with the Premises, intention of making and relying upon its own (or the Affixed Equipment, furnished by any person or entity, including, without limitation, District’s directors, officers, managers, agents, representatives, attorneys, or employees. Xxxxxx further acknowledges and agrees that it is leasing the Premises and has the right to use certain aspects its experts’) investigation of the Property (as specifically set forth in this Lease) on “as is” physical, environmental, economic and “with all faults” basis subject to all Laws, Existing Conditions, Listed Permitslegal condition of the Property, and Additional Permits, except (iii) that Purchaser is not relying upon any representation or warranty concerning the Property made by Seller or Seller’s Representatives other than as otherwise expressly set forth in this LeaseAgreement. Except only as otherwise expressly set forth provided in this LeaseAgreement, 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 action 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, 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 Seller shall not apply to (a) Pre-Existing Environmental Contamination (as defined below)have any liability of any kind or nature for any condition or defect in the Property, (b) the migration whether such condition or defect is latent or patent, and regardless of Hazardous Materials (as defined below) onto the Premises from outside the Premises, when any such condition or (c) any 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 defect is subject to no contingencies whatsoever in favor of Xxxxxx. Initials by Tenant:discovered.

AS-IS; RELEASE. Tenant further acknowledges and agrees that, except as otherwise expressly set forth in this Lease, District has not made, does not make, and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or 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 (a) the Site (or the District’s interest therein), (b) the value, nature, quality or condition of the Site, including, without limitation, the improvements thereon, soil, topography, and geology thereof, (c) the income of the Premises or the use thereof, (d) the suitability of the Premises for any and all activities and uses which Tenant intends to conduct thereon (including, without limitation, the Business Objective), (e) the compliance of the Property (or any aspect thereof) with any Existing Conditions or any law (including, without limitation, zoning laws or Environmental Laws (as defined below), rule, or regulation, order of law, statute, bylaw or ordinance of a governmental agency having jurisdiction governing or regulating the Property, as they may be amended from time to time (collectively, “Laws”)), (f) the 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, (h) the future development of the Site, (i) the zoning of the Property, (j) any governmental approvals or 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 and all activities and uses contemplated by Tenant (including, without limitation, the 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 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 operations at the Site, or Tenant’s repair, maintenance, repair, or operation of the Premises (including, without limitation, the Affixed Equipment) or (r) any other matter with respect to the Site. 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 (including, Environmental Laws). Except as expressly set forth herein, District is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Site, the Property, the Premises, or the Affixed Equipment, furnished by any person or entity, including, without limitation, District’s directors, officers, managers, agents, representatives, attorneys, or employees. Xxxxxx Tenant further acknowledges and agrees that it is leasing the Premises and has the right to use certain aspects of the 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 action 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, 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 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 XxxxxxTenant. Initials by Tenant:

AS-IS; RELEASE. Tenant further acknowledges and agrees thatBuyer 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 (except as otherwise expressly set forth in this Leaseherein). Buyer is familiar with the Property. Buyer is relying solely upon its own, District has not madeindependent inspections, does not make, investigations and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or 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 (a) the Site (or the District’s interest therein), (b) the value, nature, quality or condition analysis of the SiteProperty as it deems necessary or appropriate in so acquiring the Property from Seller, including, without limitation, the improvements thereon, soil, topography, and geology thereof, (c) the income an analysis of the Premises or the use thereof, (d) the suitability of the Premises for any and all activities matters concerning the condition of the Property and uses which Tenant intends to conduct thereon its suitability for Buyer's intended purposes, and a review of all applicable laws, ordinances, rules and governmental regulations (including, without limitationbut not limited to, those relative to building, zoning and land use) affecting the Business Objective)development, (e) the compliance use, occupancy or enjoyment of the Property (or any aspect thereof) with any Existing Conditions or any law (includingProperty. BUYER ACKNOWLEDGES AND AGREES THAT, without limitationSELLER HAS NOT MADE, zoning laws or Environmental Laws (as defined below)DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, ruleWARRANTIES, or regulationPROMISES, order of lawCOVENANTS, statuteAGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, bylaw or ordinance of a governmental agency having jurisdiction governing or regulating the PropertyWHETHER EXPRESS OR IMPLIED, as they may be amended from time to time (collectivelyORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE 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 “Laws”))AS IS” CONDITION AND BASIS WITH ALL FAULTS, (f) the fitness of the Property for any use to be made or intended to be made by TenantAND THAT SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS, (g) the merchantabilityREPLACEMENTS OR IMPROVEMENTS OR REMEDIATE ANY HAZARDOUS MATERIALS. BY INITIALING BELOW, marketability, profitability or fitness for a particular purpose of the Premises, (h) the future development of the Site, THE BUYER ACKNOWLEDGES THAT (i) the zoning THIS SECTION 12 HAS BEEN READ AND FULLY UNDERSTOOD, (ii) THE BUYER HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (iii) THE BUYER HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION 12. BUYER’S INITIALS Buyer waives and releases as of the Property, (j) Close of Escrow any governmental approvals or agreements concerning and all claims it may have against Seller relating to the physical condition of the Property (including, without limitation, Listed Permits and Additional Permits), (k) title condition of the Property, (l) the value, nature, quality presence or condition of the Affixed Equipment, (m) the Affixed Equipment’s merchantability release hazardous materials or fitness for a particular purpose, (n) the suitability of the Affixed Equipment (or any aspect thereof) for any and all activities and uses contemplated by Tenant (including, without limitation, the 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 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 operations at the Site, or Tenant’s repair, maintenance, repair, or operation of the Premises (including, without limitation, the Affixed Equipment) or (r) any other matter with respect to the Site. 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 (including, Environmental Lawssubstances). Except as To the extent of such waiver and release, Buyer expressly set forth herein, District is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Site, the Property, the Premises, or the Affixed Equipment, furnished by any person or entity, including, without limitation, District’s directors, officers, managers, agents, representatives, attorneys, or employees. Xxxxxx further acknowledges and agrees that it is leasing the Premises and has the right to use certain aspects of the 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, waives 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 action 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 whichrights, if known by Tenantany, would materially affect Tenant’s release of District. Tenant specifically waives the provisions of under California Civil Code Section 1542, 1542 which provides as followsprovides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT WHICH 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, WHICH IF KNOWN BY HIM OR HER, WOULD HER MUST 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 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 Xxxxxx. Initials by Tenant:DEBTOR.” Buyer’s Initials

AS-IS; RELEASE. Tenant further (a) Purchaser acknowledges that Purchaser will have the opportunity to independently and agrees 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 as otherwise expressly set forth for the express representations and warranties of Seller contained in Section 5.1 and elsewhere in this LeaseContract, District has Seller and Seller's agents or employees have not made, does made and are not makenow making, and they specifically negates and disclaims disclaim, any representations, warranties, promises, covenants, agreements representations or guaranties of any kind or character whatsoevercharacter, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a1) matters of title; (2) environmental matters of any kind relating to the Site (Property, the Land or the District’s interest therein), Improvements or any portion thereof (b) including the value, nature, quality or condition of the Sitesoil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the improvements thereon, soil, topographywithdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and geology thereofto 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; (c5) drainage; (6) soil conditions, including the income existence of the Premises instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the use thereof, sufficiency of any under shoring; (d7) zoning to which the suitability Property or any portion thereof may be subject; (8) the availability of any utilities to the Premises for Property or any and all activities and uses which Tenant intends to conduct thereon (portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Business Objective)Property or any portion thereof, (e11) 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 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 law other matter affecting the stability or integrity of the Real Property; (including, without limitation16) the potential for further development of the Property; (17) the existence of vested land use, zoning laws or Environmental Laws (as defined below), rule, or regulation, order of law, statute, bylaw or ordinance of a governmental agency having jurisdiction governing or regulating building entitlements affecting the Property, as they may be amended from time to time ; (collectively, “Laws”)), (f18) 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, (h) the future development of the Site, (i) the zoning of the Property, (j) any governmental approvals Purchaser affirming that Purchaser has not relied on Seller's or agreements concerning Seller's agents' or employees' skill or judgment to select or furnish 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 any particular purpose, (n) and that Seller makes no warranty that the suitability of the Affixed Equipment (or any aspect thereof) Property is fit for any and all activities and uses contemplated by Tenant (including, without limitation, the Business Objectiveparticular-purpose), (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 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 operations at the Site, or Tenant’s repair, maintenance, repair, or operation of the Premises (including, without limitation, the Affixed Equipment) ; or (r19) any other matter with respect to the Sitetax consequences. FurtherEXCEPT AS EXPRESSLY SET FORTH HEREIN, except as expressly set forth hereinSELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, the District has not madeINCLUDING, does not makeWITHOUT LIMITATION, and specifically disclaims any representations regarding compliance with any environmental protectionTHE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, pollution or land use Laws (including, Environmental Laws)OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. Except as expressly set forth herein, District is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Site, the Property, the Premises, or the Affixed Equipment, furnished by any person or entity, including, without limitation, District’s directors, officers, managers, agents, representatives, attorneys, or employees. Xxxxxx further acknowledges and agrees that it is leasing the Premises and has the right to use certain aspects of the 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 action 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, 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 PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER 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 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 Xxxxxx. Initials by Tenant:ACQUIRE IT.