Common use of No Representations or Warranties Clause in Contracts

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY CUSTODIAN AND BUYER AGREE THAT ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY SHALL BE SOLDSOFTWARE, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATESYSTEM, “AS ISANY SERVICES OR ANY DATABASE, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYIN FACT OR IN LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY INCLUDING BUT NOT LIMITED TO WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE, THE SYSTEM, ANY SERVICES AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN DATABASE ARE PROVIDED “AS IS.” CONDITIONTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION AS TO IN NO EVENT SHALL CUSTODIAN OR ANY HAZARDOUS MATERIALS CONTAMINATIONSUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH CUSTOMER MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF ITS OFFICERSGOD, EMPLOYEESMACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, AGENTSINTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, ATTORNEYS, LABOR DIFFICULTIES OR REPRESENTATIVES, WHETHER WRITTEN ANY OTHER SIMILAR OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINDISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.

No Representations or Warranties. A. PROPERTY SOLD EACH OF ATLAS ENERGY (ON BEHALF OF ITSELF AND EACH MEMBER OF THE ATLAS ENERGY GROUP) AND THE PARTNERSHIP (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE PARTNERSHIP GROUP) ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANOTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS”. CITY ,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND BUYER AGREE THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE PROPERTY SHALL BE SOLDTRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR THAT BUYER SHALL ACCEPT POSSESSION ANY REQUIREMENTS OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF LAWS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND JUDGMENTS ARE NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINCOMPLIED WITH.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS”. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT THE PROPERTY IS BEING SOLD AS IS, WHERE IS AND WITH ALL FAULTS”, WITH NO RIGHT . BUYER IS HEREBY INFORMED THAT SELLER MAY BE UNAWARE OF SET OFF OR REDUCTION ANY LATENT DEFECTS IN THE PURCHASE PRICEPROPERTY OR ANY APPURTENANT SYSTEMS, INCLUDING BUT NOT LIMITED TO PLUMBING, HEATING, AIR CONDITIONING AND THATELECTRICAL SYSTEMS, EXCEPT FOR FIXTURES, APPLIANCES, ROOF, SEWERS, SEPTIC, SOIL CONDITIONS, GEOLOGICAL CONDITIONS, FOUNDATION, STRUCTURAL INTEGRITY, ENVIRONMENTAL CONDITION, POOL OR RELATED EQUIPMENT. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO ANY OF THE LIMITED WARRANTY ABOVE, THE CONDITION OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITYPROPERTY, WHETHER EXPRESSTHE PROPERTY'S SYSTEMS, IMPLIEDTHE SERVICEABILITY, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION USE OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION PURPOSE OF THE PROPERTY AND ITS SUITABILITY FOR OR ANY COMPONENT OR SYSTEM OF THE DEVELOPMENT PURPOSES INTENDED BY BUYERPROPERTY. THE PROPERTY IS SOLD XXXXX AGREES THAT IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS CONTRACTING TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING BUY THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND HAS NOT RELIED UPON ANY REPRESENTATIONREPRESENTATION OR WARRANTY MADE BY SELLER, WARRANTYANY PARENT, STATEMENTSUBSIDIARY OR AFFILIATE OF SELLER, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS SELLER'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYSASSET MANAGERS, BROKERS OR REPRESENTATIVES. XXXXX XXXXXX ANY AND ALL CLAIMS AGAINST SELLER THAT BUYER MIGHT OTHERWISE HAVE AGAINST SELLER RELATING TO THE USE, WHETHER WRITTEN CHARACTERISTICS OR ORAL, EXPRESS CONDITION OF THE PROPERTY OR IMPLIED, ANY OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY THE OTHER MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED DESCRIBED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINPARAGRAPH.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLDOTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF NEITHER PARTY MAKES ANY REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS OR NATURE WHATSOEVER BY CITY[***] AND EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY LIMITATION WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF SUCH PARTY OR THIRD PARTIES, VALIDITY, ENFORCEABILITY AND CITY DOES HEREBY DISCLAIM SCOPE OF THE PATENT RIGHTS, WHETHER ISSUED OR PENDING, OR [***] AND RENOUNCE THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL EITHER M.I.T., ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES OR COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY SUCH REPRESENTATION KIND, INCLUDING ECONOMIC DAMAGES OR WARRANTY. BY ENTERING INTO THIS AGREEMENTINJURY TO PROPERTY AND LOST PROFITS, BUYER REPRESENTS AND WARRANTS THAT REGARDLESS OF WHETHER M.I.T. OR COMPANY, AS OF CLOSING DEADLINEAPPLICABLE, BUYER SHALL BE ADVISED, SHALL HAVE SATISFIED ITSELF AS OTHER REASON TO THE CONDITION KNOW, OR IN FACT SHALL KNOW OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION POSSIBILITY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATIONFOREGOING. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINAMENDED.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY BNY AND BUYER AGREE THAT ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY SHALL BE SOLDSOFTWARE, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATESYSTEM, “AS ISANY SERVICES OR ANY DATABASE, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYIN FACT OR IN LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY INCLUDING BUT NOT LIMITED TO WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE, THE SYSTEM, ANY SERVICES AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN DATABASE ARE PROVIDED “AS IS.” CONDITIONTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION AS TO IN NO EVENT SHALL BNY OR ANY HAZARDOUS MATERIALS CONTAMINATIONSUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF BNY OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR DIRECT DAMAGES RESULTING FROM THE WILLFUL MISCONDUCT OF BNY. IN PURCHASING NO EVENT SHALL BNY OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL PROVIDED THAT BNY HAS ESTABLISHED AND IS MAINTAINING A DISASTER RECOVERY PLAN AND BACK-UP SYSTEM THAT COMPLIES WITH APPLICABLE LAW AND IS REASONABLE UNDER THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINECIRCUMSTANCES, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR IF NOT, THAT ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, SUCH LOSS WOULD HAVE OCCURRED EVEN IF BNY HAD ESTABLISHED AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS WAS MAINTAINING SUCH A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN.DISASTER RECOVERY PLAN AND BACK-UP SYSTEM..

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF EXPRESSLY SET OFF FORTH IN THIS AGREEMENT OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE DOCUMENTS TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION DELIVERED BY SELLERS TO BUYER AT CLOSING, BUYER ACKNOWLEDGES AND AGREES THAT SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR WARRANTY GUARANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER WHATSOEVER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYORAL OR WRITTEN, PAST, PRESENT OR OTHERWISEFUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, WARRANTY THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTIES, (C) THE SUITABILITY OF INCOME POTENTIALTHE PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER OR ANY TENANT MAY CONDUCT THEREON, OPERATING EXPENSES(D) THE COMPLIANCE OF OR BY THE PROPERTIES OR THEIR OPERATION WITH ANY LAWS, USESRULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTIES, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTIES, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTIES, OR (H) COMPLIANCE WITH ANY SUCH REPRESENTATION ENVIRONMENTAL PROTECTION, POLLUTION OR WARRANTY. BY ENTERING INTO THIS AGREEMENTLAND USE LAWS, BUYER REPRESENTS AND WARRANTS THAT AS RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTIES OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS HAZARDOUS MATERIALS OR (I) ANY OTHER MATTER WITH RESPECT TO THE CONDITION PROPERTIES; AND BUYER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTYFOREGOING, INCLUDING, WITHOUT LIMITATION, AS ANY RIGHT TO HAZARDOUS MATERIALS CONTAMINATION MAKE ANY CLAIM AGAINST SELLERS BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS, EXCEPT TO THE EXTENT SUCH CLAIM ARISES OUT OF ANY REPRESENTATION, WARRANTIES, PROMISE, COVENANT, AGREEMENT OR GUARANTY EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED BY SELLERS TO BUYER AT CLOSING. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLERS IS AUTHORIZED TO MAKE, AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS BY EXECUTION HEREOF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTIES OR THE TRANSACTION CONTEMPLATED HEREIN; AND NOT UPON ANY NO SUCH REPRESENTATION, WARRANTY, STATEMENTAGREEMENT, STUDYGUARANTY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLERS SHALL BE VALID OR BINDING UPON SELLERS UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER’S BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTIES, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTIES AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLERS, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO PURCHASE BE DELIVERED BY SELLERS TO BUYER AT CLOSING, AND AGREES TO ACCEPT THE PROPERTY “PROPERTIES AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLERS (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTIES OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED BY SELLERS TO BUYER AT CLOSING. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTIES WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLERS HAVE NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKE NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. SELLERS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTIES, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON OTHER THAN SELLERS PURSUANT TO THE EXPRESS TERMS OF THIS AGREEMENT OR THE DOCUMENTS TO BE DELIVERED BY SELLERS TO BUYER AT CLOSING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED BY SELLERS TO BUYER AT CLOSING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTIES AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS” " CONDITION AND BASIS WITH ALL FAULTS. IT IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE PROVIDED HEREINHAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTIES ARE SOLD BY SELLERS AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SUBSECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY AND BUYER AGREE THAT EXPRESSLY SET FORTH HEREIN: (A) NEITHER COHESANT NOR GLASCRAFT NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OFANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY BUSINESS ASSETS OR THE BUSINESS LIABILITIES, ANY OF THE TRANSACTIONS (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING THE BUSINESS ASSETS OR BUSINESS LIABILITIES; (B) ALL OF THE BUSINESS ASSETS TO BE TRANSFERRED OR THE BUSINESS LIABILITIES TO BE ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY TRANSFERRED OR ASSUMED ON THE CLOSING DATE, AN “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE” BASIS, AND THAT, EXCEPT FOR THE LIMITED WARRANTY ALL IMPLIED WARRANTIES OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED; AND (C) EXCEPT AS MAY BE EXPRESSLY SET FORTH IN ANY TRANSACTION AGREEMENT, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE NONE OF THE PARTIES HERETO OR ANY SUCH OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY. BY WARRANTY WITH RESPECT TO ANY INFORMATION MADE AVAILABLE IN CONNECTION WITH THE RESTRUCTURING, THE DISTRIBUTION OR THE MERGER OR THE ENTERING INTO OF THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF OTHER TRANSACTION AGREEMENTS OR THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINTRANSACTIONS.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT CHIA MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO CHIA DATA, THE PROPERTY SHALL BE SOLDSOFTWARE, OR ANY OTHER INFORMATION PROVIDED BY CHIA OR ITS AGENTS WITH RESPECT TO ANY OF THE FOREGOING, AND THAT BUYER SHALL ACCEPT POSSESSION HEREBY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO CHIA DATA, INCLUDING WARRANTIES OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, MERCHANTABILITY AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, CHIA MAKES NO WARRANTY, GUARANTEE OR REPRESENTATION REGARDING THE USE, OR ANY INTENDED, EXPECTED, OR ACTUAL RESULTS OF THE USE, OF CHIA DATA, THE SOFTWARE, OR ANY OTHER INFORMATION PROVIDED BY CHIA IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CHIA DOES NOT MAKE ANY WARRANTIES THAT CHIA DATA, SOFTWARE, OR ANY OTHER INFORMATION PROVIDED BY CHIA WILL BE ERROR-FREE. CHIA SPECIFICALLY DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED HEREIN AND CITY DOES HEREBY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND RENOUNCE FITNESS FOR A PARTICULAR PURPOSE. NO CHIA AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY SUCH REPRESENTATION EXPANSION, MODIFICATION, OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS ADDITION TO THE CONDITION LIMITATION AND EXCLUSION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT CHIA USES AVAILABLE TECHNOLOGY TO PURCHASE MATCH PATIENT IDENTITIES WITH THEIR HEALTH INFORMATION. BECAUSE PATIENT INFORMATION IS MAINTAINED IN MULTIPLE PLACES, NOT ALL OF WHICH ARE ACCESSIBLE TO CHIA, AND BECAUSE NOT ALL PATIENT INFORMATION IS KEPT IN A STANDARD FASHION OR IS REGULARLY UPDATED, IT IS POSSIBLE THAT FALSE MATCHES MAY OCCUR OR THAT THERE MAY BE ERRORS OR OMISSIONS IN THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL INFORMATION. CHIA DOES NOT AND CANNOT INDEPENDENTLY VERIFY OR REVIEW THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREININFORMATION TRANSMITTED FOR ACCURACY OR COMPLETENESS.

No Representations or Warranties. A. PROPERTY SOLD “THERE ARE NO REPRESENTATIONS OR WARRANTIES BY INDEMNITEE REGARDING THE INDEMNITEE SITE, THE INDEMNITEE EVENT, OR ANY INDEMNITEE BUILDINGS, ROADS, OR IMPROVEMENTS THEREON. INDEMNITEE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS IS”TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, TITLE TO, DESIGN, OPERATION, CONDITION OF THE INDEMNITEE SITE AND/OR THE INDEMNITEE EVENT, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN ANY ASSETS LOCATED THEREON, THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), OR LACK OF INFRINGEMENT ON ANY PATENT, TRADEMARK OR COPYRIGHT. CITY AND BUYER AGREE INDEMNITEE HEREBY DISCLAIMS ALL SUCH WARRANTIES; IT BEING UNDERSTOOD THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF INDEMNITEE SITE AND/OR THE PROPERTY ON THE CLOSING DATE, “INDEMNITEE EVENT WHICH INDEMNITOR IS ACCESSING AND/OR PARTICIPATING PURSUANT TO THIS AGREEMENT IS ACCEPTED AS IS, WHERE IS, WITH ALL FAULTS”. INDEMNITOR’S ACCESS TO, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTYUSE, AND/OR PROMISE NOT CONTAINED PARTICIPATION IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” INDEMNITEE SITE AND/OR THE INDEMNITEE EVENT IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINBASED ON ITS OWN JUDGMENT AND INDEMNITOR EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY STATEMENTS OR REPRESENTATIONS MADE BY INDEMNITEE.

No Representations or Warranties. A. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE OR IN ANY EXHIBIT ATTACHED HERETO, IT IS UNDERSTOOD AND AGREED THAT THE LEASED PROPERTY SOLD “IS BEING LEASED HEREUNDER "AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE " WITHOUT ANY REPRESENTATION OR WARRANTY BY LESSOR EXCEPT AS EXPRESSLY SET FORTH HEREIN. LESSOR HAS NOT MADE AND DOES NOT HEREBY MAKE (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORALCHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY, ITS CONDITION (INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR ANY NATURE WHATSOEVER. BUYER PARTICULAR PURPOSE), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF THE LESSEE THEREOF, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE LEASED PROPERTY, AND LESSEE ACKNOWLEDGES THAT NEITHER CITY NOR LESSEE IS ENTERING INTO THIS LEASE WITHOUT RELYING UPON ANY AGENT OF CITY HAS SUCH REPRESENTATION OR WARRANTY MADE BY LESSOR OR BY ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINOTHER PERSON.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY CUSTODIAN AND BUYER AGREE THAT ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY SHALL BE SOLDSOFTWARE, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATESERVICES OR ANY DATABASE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYIN FACT OR IN LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY INCLUDING BUT NOT LIMITED TO WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY DATABASE ARE PROVIDED “AS IS.” IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE COMPANY MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH REPRESENTATION SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR WARRANTYANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL (A “FORCE MAJEURE EVENT”). BY ENTERING INTO CUSTODIAN WILL MAINTAIN THROUGHOUT THE TERM OF THIS AGREEMENT, BUYER REPRESENTS SUCH DISASTER RECOVERY AND WARRANTS THAT CONTINGENCY PLANS AND SYSTEMS AS IT REASONABLY BELIEVES TO BE NECESSARY AND APPROPRIATE TO RECOVER ITS OPERATIONS FROM THE OCCURRENCE OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO A FORCE MAJEURE EVENT AND WHICH ARE CONSISTENT WITH THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, REQUIREMENTS OF ANY NATURE WHATSOEVERSTATUTE, REGULATION OR RULE TO WHICH IT IS SUBJECT THAT IMPOSES BUSINESS RESUMPTION AND CONTINGENCY PLANNING STANDARDS. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT CUSTODIAN SHALL EMPLOY COMMERCIALLY REASONABLE EFFORTS TO RESUME PERFORMANCE AS SOON AS PRACTICABLE UNDER THE CIRCUMSTANCES, FOLLOWING THE OCCURRENCE OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINFORCE MAJEURE EVENT.

No Representations or Warranties. A. PROPERTY SOLD “The M.I.T. Technology Licensing Office hereby represents and warrants to COMPANY as of the EFFECTIVE DATE that, subject to Section 2.6, to its knowledge (i) all inventors of record that are employees of M.I.T. have assigned or are obligated to assign to M.I.T. their entire right, title and interest in the PATENT RIGHTS, and M.I.T. has the authority to grant the licenses as granted herein; and (ii) it has not granted to any third party any rights under the PATENT RIGHTS that would conflict with this Agreement. M.I.T.’s total liability under the representations and warranties of this Agreement shall be limited to an amount equal to the total sum that has been paid by COMPANY to M.I.T. under the provisions of Article 4 of this Agreement. EXCEPT AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLDOTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH M.I.T. MAKES NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY LIMITATION WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF M.I.T. OR THIRD PARTIES, VALIDITY, ENFORCEABILITY AND CITY DOES HEREBY DISCLAIM SCOPE OF PATENT RIGHTS, WHETHER ISSUED OR PENDING, AND RENOUNCE THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL M.I.T., ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OD ANY SUCH REPRESENTATION KIND, INCLUDING ECONOMIC DAMAGES OR WARRANTY. BY ENTERING INTO THIS AGREEMENTINJURY TO PROPERTY AND LOST PROFITS, BUYER REPRESENTS AND WARRANTS THAT AS REGARDLESS OF CLOSING DEADLINEWHETHER M.I.T. SHALL BE ADVISED, BUYER SHALL HAVE SATISFIED ITSELF AS OTHER REASON TO THE CONDITION KNOW, OR IN FACT SHALL KNOW OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION POSSIBILITY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINFOREGOING.

No Representations or Warranties. A. PROPERTY SOLD “THE PROGRAM IS DELIVERED "AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH ." M.I.T. MAKES NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS AND THE PROGRAM OR NATURE WHATSOEVER BY CITYTHE COPYRIGHT, WHETHER EXPRESSAND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF M.I.T. OR THIRD PARTIES, VALIDITY, ENFORCEABILITY, AND CITY DOES HEREBY DISCLAIM SCOPE OF PATENT RIGHTS, WHETHER ISSUED OR PENDING, AND RENOUNCE THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. M.I.T. EXTENDS NO WARRANTIES OF ANY SUCH REPRESENTATION KIND AS TO PROGRAM CONFORMITY WITH WHATEVER USER MANUALS OR WARRANTYOTHER LITERATURE MAY BE ISSUED FROM TIME TO TIME. BY ENTERING INTO THIS AGREEMENTFurthermore, BUYER REPRESENTS and not to limit the foregoing, M.I.T. makes no warranty or representation that the exploitation of the PROGRAM or any DERIVATIVE will not infringe any patents or other intellectual property rights of M.I.T. or of a third party. IN NO EVENT SHALL M.I.T., ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND WARRANTS THAT AS AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF CLOSING DEADLINEANY KIND, BUYER INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER M.I.T. SHALL BE ADVISED, SHALL HAVE SATISFIED ITSELF AS OTHER REASON TO THE CONDITION KNOW, OR IN FACT SHALL KNOW OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION POSSIBILITY OF THE PROPERTYFOREGOING. If, INCLUDINGby operation of law or otherwise, WITHOUT LIMITATIONany of the aforementioned warranty disclaimers are determined inapplicable, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATIONCOMPANY’s and AFFILIATE’s sole remedy against MIT, WARRANTYregardless of the form of action, STATEMENTincluding, STUDYbut not limited to, REPORTnegligence and strict liability, DESCRIPTIONshall be replacement of the licensed PROGRAM or refund of the license issue fee, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINto be determined at M.I.T.’s option.

No Representations or Warranties. A. PROPERTY SOLD “MFE assumes no responsibility for, and makes no representations with respect to, the accuracy of the software. Therefore, all data displayed by MFE products are presented "AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION " and MFE EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE OR NON- INFRINGEMENT OF INTELLECTUAL PROPERTY RELATING TO SUCH MATERIAL. IN NO EVENT SHALL MFE BE LIABLE FOR ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITIONDAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTYSPECIAL, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTYINDIRECT, INCLUDINGCONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEDAMAGES RESULTING FROM THE USE OF, OR OTHER RELIANCE ON, THE INFORMATION PRESENTED, OR MATERIALS MADE LOSS OF PROFITS OR FURNISHED BY CITY REVENUES. THE SOURCE CODE AND DOCUMENTATION ARE PROVIDED "AS IS". MFE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOURCE CODE, SOFTWARE AND DOCUMENTATION PROVIDED ARE FREE OF ERRORS OR VIRUSES OR THAT THE SOFTWARE AND DOCUMENTATION ARE SUITABLE FOR YOUR INTENDED USE. LIMITATION OF LIABILITY: IN NO EVENT SHALL MFE OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF ITS OFFICERSDATA OR DATA BEING RENDERED INACCURATE, EMPLOYEES, AGENTS, ATTORNEYSLOSS OF PROFITS OR REVENUE, OR REPRESENTATIVES, WHETHER WRITTEN INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR ORAL, EXPRESS RELATED TO THE USE OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS INABILITY TO ANY MATTERS CONCERNING USE THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION SOFTWARE AND/OR CLAIM FOR DAMAGESDOCUMENTATION, AGAINST CITY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF MFE OR ITS AGENTS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED BY REASON ANY FAILURE OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINSOLE AND EXCLUSIVE REMEDIES HEREUNDER.

No Representations or Warranties. A. PROPERTY SOLD “(i) YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION AND THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES ARE PROVIDED EXCLUSIVELY "AS IS”. CITY " E ͞ ^ s /> > ͕͟ t/d, >> &AT IOhN >ORdW^AR R ANETY O F AtNY/KdIN,D.KAPhPLdICA T IONEPzRO VZIDE RWHEZRE BY^ Ed DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND BUYER AGREE THAT CONDITIONS WITH RESPECT TO THE PROPERTY SHALL BE SOLDLICENSED APPLICATION AND THE SERVICES, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EITHER EXPRESS, IMPLIED, STATUTORY, IMPLIED OR OTHERWISE, STATUTORY INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, WARRANTY ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, CONTINUOUS OPERATION, AND CITY NONINFRINGEMENT. APPLICATION PROVIDER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON THE LICENSED APPLICATION AND SERVICES BY YOU. APPLICATION PROVIDER ACCEPTS NO RESPONSIBILITY FOR KEEPING THE LICENSED APPLICATION OR SERVICES UP TO DATE OR COMPLETE OR LIABILITY FOR ANY FAILURE TO DO SO. APPLICATION PROVIDER DOES HEREBY DISCLAIM AND RENOUNCE NOT WARRANT THAT ANY SUCH REPRESENTATION DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLICATION PROVIDER OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY. BY ENTERING INTO THIS AGREEMENTSHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, BUYER REPRESENTS AND WARRANTS THAT AS YOU ASSUME THE ENTIRE COST OF CLOSING DEADLINEALL NECESSARY SERVICING, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, REPAIR OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINCORRECTION.

No Representations or Warranties. A. PROPERTY SOLD Except as expressly set forth in Section 11 this Agreement, the Property is being sold in an “AS IS”, WHERE IS” condition and “WITH ALL FAULTS” as of the Effective Date and as of Closing. CITY THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND BUYER. THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND BUYER, AND BUYER AGREE THAT HAS THE PROPERTY SHALL BE SOLDRIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN THE MATTERS REPRESENTED IN SECTION 11 HEREOF AND ANY WARRANTY OF TITLE CONTAINED IN THE DEED AND IN THE ASSIGNMENT OF LEASES AND SECURITY DEPOSITS, BY WHICH ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 19 ARE LIMITED, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND BUYER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 11 OF THIS AGREEMENT, THE DEED AND THE ASSIGNMENT OF LEASES AND SECURITY DEPOSITS, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO BUYER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY BUYER SHALL ACCEPT POSSESSION WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY ON AND (g) THE CLOSING DATECOMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND BUYER THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 11 OF THIS AGREEMENT, IN THE DEED, AND IN THE ASSIGNMENT OF LEASES AND SECURITY DEPOSITS, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO BUYER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS, WITH ALL FAULTS”.” BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE, WITH NO RIGHT EXPERIENCED AND SOPHISTICATED BUYER OF SET OFF OR REDUCTION IN THE PURCHASE PRICEREAL ESTATE, AND THAT, EXCEPT FOR THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER’S CONSULTANTS IN PURCHASING THE LIMITED WARRANTY PROPERTY AND ON THE REPRESENTATIONS AND WARRANTIES OF TITLE TO BE GIVEN SELLER EXPRESSLY SET FORTH IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY SECTION 11 OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, IN THE DEED, AND IN THE ASSIGNMENT OF LEASES AND SECURITY DEPOSITS. BUYER REPRESENTS HAS BEEN GIVEN A SUFFICIENT OPPORTUNITY TO CONDUCT AND WARRANTS THAT AS OF CLOSING DEADLINEHAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “RELATED MATTERS AS IS” CONDITIONBUYER DEEMS NECESSARY, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON SAME AND NOT, EXCEPT AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. OTHERWISE EXPRESSLY SET FORTH IN PURCHASING SECTION 11 OF THIS AGREEMENT, IN THE PROPERTYDEED, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION IN THE ASSIGNMENT OF THE PROPERTYLEASES AND SECURITY DEPOSITS, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT RELY UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED STATEMENTS OF SELLER (EXCLUDING THE LIMITED MATTERS REPRESENTED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, SELLER IN SECTION 11 HEREOF) NOR OF ANY NATURE WHATSOEVEROFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ALL INFORMATION OBTAINED BY BUYER WAS OBTAINED FROM A VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR OTHER SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO BUYER, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 11 OF THIS AGREEMENT, IN THE DEED, OR IN THE ASSIGNMENT OF LEASES AND SECURITY DEPOSITS. UPON CLOSING, BUYER WILL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SUBJECT TO SUCH REPRESENTATIONS AS SET FORTH IN SECTION 11 OF THIS AGREEMENT, IN THE DEED, AND IN THE ASSIGNMENT OF LEASES AND SECURITY DEPOSITS, SELLER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE PROPERTY, “AS IS, WHERE IS, WITH ALL FAULTS.” BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, ORAL WARRANTIES OR ORAL REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF CITY HAS MADE SELLER OR ANY REPRESENTATIONSTHIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, WARRANTIES REPRESENTATIONS OR AGREEMENTS INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN SECTION 11 OF THIS AGREEMENT, IN THE DEED, OR IN THE ASSIGNMENT OF LEASES AND SECURITY DEPOSITS. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS TO IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS CONCERNING THAT MAY BE ASSOCIATED WITH THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT SHALL NOT BIND CITYAND UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY Except with respect to matters relating to breaches of Seller’s representations and warranties contained in Section 11 (subject to the limitations contained therein), in the Deed and in the Assignment of Leases and Security Deposits, Buyer waives its right to recover from, and forever releases and discharges Seller and Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents (collectively, including Seller, the “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINSeller Releasees”) from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of the matters described in this Section 19.

No Representations or Warranties. A. BUYER HEREBY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT IT HAS AN OPPORTUNITY TO INSPECT THE PROPERTY SOLD “AS IS”. CITY SET FORTH IN SECTION 6 HEREIN, AND BUYER AGREE THAT EXCEPT AS SET FORTH IN THIS AGREEMENT, THE PROPERTY SHALL BE SOLD, AND THAT CONVEYED AT CLOSING TO BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, IN “AS AS-IS, WHERE IS, WITH ALL FAULTS”, ” CONDITION WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITYWARRANTIES WHATSOEVER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYORAL OR WRITTEN, PAST, PRESENT OR OTHERWISEFUTURE, INCLUDINGOF, WITHOUT LIMITATIONAS TO, WARRANTY OF INCOME POTENTIALCONCERNING OR WITH RESPECT TO (A) THE VALUE, OPERATING EXPENSESNATURE, USES, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER, BUYER’S AFFILIATES OR ANY PERSON MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATIONS WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS CONTAMINATION OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. IT IS UNDERSTOOD AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AGREED THAT THE PURCHASE PRICE HAS BEEN DETERMINED THROUGH NEGOTIATION TO REFLECT THAT THE PROPERTY IS BEING SOLD BY SELLER AND NOT UPON PURCHASED BY BUYER IN THE FOREGOING CONDITION. EFFECTIVE AS OF THE CLOSING AND EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, BUYER AND/OR BUYER’S ASSIGNEE SHALL BE DEEMED TO HAVE RELEASED SELLER AND ALL SELLER RELATED PARTIES FROM ANY REPRESENTATIONAND ALL CLAIMS WHICH BUYER OR ANY AGENT, WARRANTYREPRESENTATIVE, STATEMENTAFFILIATE, STUDYEMPLOYEE, REPORTDIRECTOR, DESCRIPTIONOFFICER, GUIDELINEPARTNER, MEMBER, SERVANT, SHAREHOLDER OR OTHER PERSON OR ENTITY ACTING ON BUYER’S BEHALF OR OTHERWISE RELATED TO OR AFFILIATED WITH BUYER HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE PROPERTY INCLUDING THE DOCUMENTS AND INFORMATION REFERRED TO HEREIN, ANY CONSTRUCTION DEFECTS, ERRORS OR MATERIALS MADE OMISSIONS IN THE DESIGN OR FURNISHED BY CITY CONSTRUCTION OF ALL OR ANY PORTION OF THE PROPERTY AND ANY ENVIRONMENTAL CONDITIONS OR STATUTORY CLAIMS RELATING THERETO, AND BUYER SHALL NOT LOOK TO SELLER OR ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS OFFICERSEXPRESSED TERMS AND PROVISIONS, EMPLOYEESINCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, DAMAGES AND CAUSES OF ANY NATURE WHATSOEVERACTION. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT BUYER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, BUYER’S SELECTION AND BUYER EXPRESSLY WAIVES ANY RIGHT IS GRANTING THIS RELEASE OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. OWN VOLITION AND AFTER CONSULTATION WITH BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINCOUNSEL.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY AND BUYER AGREE THAT MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT, (A) NONE OF TWDC, ITS SUBSIDIARIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY BUSINESS ASSETS, THE BUSINESS LIABILITIES OR THE BUSINESS, ANY OF THE TRANSACTIONS (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING THE BUSINESS ASSETS, BUSINESS LIABILITIES OR THE BUSINESS; (B) ALL OF THE BUSINESS ASSETS TO BE TRANSFERRED OR THE BUSINESS LIABILITIES TO BE ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY TRANSFERRED OR ASSUMED ON THE CLOSING DATE, AN “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE” BASIS, AND THAT, EXCEPT FOR THE LIMITED WARRANTY ALL IMPLIED WARRANTIES OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED; AND CITY DOES HEREBY DISCLAIM AND RENOUNCE (C) NONE OF THE PARTIES HERETO OR ANY SUCH OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY. BY WARRANTY WITH RESPECT TO ANY INFORMATION MADE AVAILABLE IN CONNECTION WITH THE RESTRUCTURING, THE DISTRIBUTION OR THE MERGER OR THE ENTERING INTO OF THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF OTHER TRANSACTION AGREEMENTS OR THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINTRANSACTIONS.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY EXPRESSLY PROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLDLICENSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYREGARDING THE TECHNOLOGY RIGHTS OR THE LICENSES GRANTED HEREUNDER INCLUDING BUT NOT LIMITED TO, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE . NOTWITHSTANDING ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO OTHER PROVISION OF THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF LICENSOR, INVENTORS, AND AUTHORS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF LICENSOR HAS BEEN ADVISED OF THE PROPERTY AND POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S OR ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITIONAFFILIATES’ OR SUBLICENSEES’ MANUFACTURE, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTYUSE, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION SALE, DISTRIBUTION, REPRODUCTION, PREPARATION OF THE PROPERTYDERIVATIVES OF, INCLUDINGPUBLIC DISPLAY, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEPUBLIC PERFORMANCE, OR OTHER INFORMATION PRACTICE OF THE PRODUCTS AND SERVICES LICENSED UNDER THIS AGREEMENT. LICENSEE, ITS AFFILIATES AND SUBLICENSEES ASSUME ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR MATERIALS MADE DAMAGE CAUSED BY A PRODUCT AND OR FURNISHED BY CITY OR ANY OF ITS OFFICERSSERVICE MANUFACTURED, EMPLOYEESUSED, AGENTSSOLD, ATTORNEYSDISTRIBUTED, REPRODUCED, PUBLICLY DISPLAYED, PUBLICLY PERFORMED, OR REPRESENTATIVESOTHERWISE PRACTICED BY LICENSEE, WHETHER WRITTEN ITS SUBLICENSEES AND AFFILIATES WHICH INCORPORATES A LICENSED PRODUCT OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS LICENSED SERVICE AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED DEFINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS”. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT THE PROPERTY IS BEING SOLD AS IS, WHERE IS AND WITH ALL FAULTS”, WITH NO RIGHT . BUYER IS HEREBY INFORMED THAT SELLER MAY BE UNAWARE OF SET OFF OR REDUCTION ANY LATENT DEFECTS IN THE PURCHASE PRICEPROPERTY OR ANY APPURTENANT SYSTEMS, INCLUDING BUT NOT LIMITED TO PLUMBING, HEATING, AIR CONDITIONING AND THATELECTRICAL SYSTEMS, EXCEPT FOR FIXTURES, APPLIANCES, ROOF, SEWERS, SEPTIC, SOIL CONDITIONS, GEOLOGICAL CONDITIONS, FOUNDATION, STRUCTURAL INTEGRITY, ENVIRONMENTAL CONDITION, POOL OR RELATED EQUIPMENT. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO ANY OF THE LIMITED WARRANTY ABOVE, THE CONDITION OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITYPROPERTY, WHETHER EXPRESSTHE PROPERTY'S SYSTEMS, IMPLIEDTHE SERVICEABILITY, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION USE OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION PURPOSE OF THE PROPERTY AND ITS SUITABILITY FOR OR ANY COMPONENT OR SYSTEM OF THE DEVELOPMENT PURPOSES INTENDED BY BUYERPROPERTY. THE PROPERTY IS SOLD XXXXX AGREES THAT IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS CONTRACTING TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING BUY THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS HAS NOT RELIED TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT BUYER'S DETRIMENT UPON ANY REPRESENTATIONREPRESENTATION OR WARRANTY MADE BY SELLER, WARRANTYANY PARENT, STATEMENTSUBSIDIARY OR AFFILIATE OF SELLER, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS SELLER'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYSASSET MANAGERS, BROKERS OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY BNY AND BUYER AGREE THAT ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY SHALL BE SOLDSOFTWARE, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATESYSTEM, “AS ISANY SERVICES OR ANY DATABASE, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYIN FACT OR IN LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY INCLUDING BUT NOT LIMITED TO WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE, THE SYSTEM, ANY SERVICES AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN DATABASE ARE PROVIDED “AS IS.” CONDITIONTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION AS TO IN NO EVENT SHALL BNY OR ANY HAZARDOUS MATERIALS CONTAMINATIONSUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF BNY OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT WHERE SUCH DAMAGES RESULT FROM BNY OR ITS SUPPLIER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY NO EVENT SHALL BNY OR ANY SUPPLIER BE LIABLE FOR ACTS OF ITS OFFICERSGOD, EMPLOYEESMACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, AGENTSINTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, ATTORNEYS, LABOR DIFFICULTIES OR REPRESENTATIVES, WHETHER WRITTEN ANY OTHER SIMILAR OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINDISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE CONCERNING THE PROPERTY SHALL BE SOLDACQUIRED ASSETS, AND THAT BUYER SHALL ACCEPT POSSESSION WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ENVIRONMENTAL OR PHYSICAL CONDITION THEREOF, THE COMPLIANCE OF THE PROPERTY ON ACQUIRED ASSETS WITH ANY LAWS, RULES OR REGULATIONS, THE CLOSING DATEMERCHANTABILITY OR SUITABILITY OF THE ACQUIRED ASSETS FOR CURRENT USE OR PURCHASER’S PROPOSED USE, OR WITH RESPECT TO THE QUALITY OR VALUE OF THE ACQUIRED ASSETS. THE ACQUIRED ASSETS IS BEING SOLD “AS IS, WHERE IS”, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY RECOURSE OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYTO SECURED PARTY. NOTWITHSTANDING THE FOREGOING, OR OTHERWISEANYTHING IN THIS BXXX OF SALE TO THE CONTRARY, INCLUDINGSUBJECT TO ANY NECESSARY AUTHORIZATION FROM THE BANKRUPTCY COURT (I) SELLER HAS FULL POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS BXXX OF SALE AND THE ASSIGNMENT AGREEMENTS TO WHICH IT IS A PARTY AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY(II) SELLER HAS, OR FITNESS FOR AT THE CLOSING WILL HAVE, THE RIGHT TO DELIVER TO PURCHASER GOOD AND MARKETABLE TITLE TO, OR A PARTICULAR PURPOSEVALID LEASEHOLD INTEREST IN, ALL OF THE ACQUIRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS AND INTERESTS, AND CITY DOES HEREBY DISCLAIM (III) SELLER (A) OWNS AND RENOUNCE POSSESSES ALL RIGHT, TITLE AND INTEREST IN AND TO (OR HAS THE RIGHT TO USE PURSUANT TO A LICENSE OR OTHER PERMISSION) THE INTELLECTUAL PROPERTY; (B) HAS NO OBLIGATION TO COMPENSATE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENTPERSON FOR THE RIGHT TO USE ANY OF THE INTELLECTUAL PROPERTY (EXCEPT, BUYER REPRESENTS AND WARRANTS IN THE CASE OF INTELLECTUAL PROPERTY THAT AS OF CLOSING DEADLINEIS LICENSED, BUYER SHALL HAVE SATISFIED ITSELF AS FOR OBLIGATIONS PURSUANT TO THE CONDITION APPLICABLE LICENSE AGREEMENT); (C) HAS NOT GRANTED TO ANY PERSON ANY LICENSE, OPTION OR OTHER SIMILAR RIGHTS IN OR TO ANY OF THE PROPERTY AND ITS SUITABILITY INTELLECTUAL PROPERTY, EXCEPT FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. LICENSES AGREEMENTS IDENTIFIED ON SCHEDULE C TO THIS BXXX OF SALE; (D) HAS NOT RECEIVED ANY WRITTEN NOTICE FROM ANY PERSON THAT CHALLENGES THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO VALIDITY OR ENFORCEABILITY OF ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND ; (E) HAS NOT UPON RECEIVED ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINENOTICE FROM ANY PERSON CHALLENGING SELLER’S OWNERSHIP OF, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR RIGHT TO USE, ANY OF ITS OFFICERSTHE INTELLECTUAL PROPERTY; AND (F) TO THE KNOWLEDGE OF SELLER, EMPLOYEES, AGENTS, ATTORNEYS, NO PERSON IS INFRINGING UPON OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, HAS MISAPPROPRIATED ANY OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE INTELLECTUAL PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY EXHIBIT ATTACHED HERETO, IT IS UNDERSTOOD AND BUYER AGREE AGREED THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “INTERESTS ARE "AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO " WITH ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY SCT EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY EXHIBIT ATTACHED HERETO. SCT HAS NOT UPON MADE AND DOES NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIMS (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, REPRESENTATIONS OR OTHER INFORMATION WARRANTIES OF ANY KIND OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORALCHARACTER WHATSOEVER, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS WITH RESPECT TO ANY MATTERS CONCERNING THE PROPERTY, ITS CONDITION (INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, STATE OF REPAIR, WORKMANSHIP, MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF THE OWNER THEREOF, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY AND SCT HEREBY DISCLAIMS AND RENOUNCES ANY OTHER REPRESENTATION OR WARRANTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN HAH ACKNOWLEDGES AND AGREES THAT HAH IS ENTERING INTO THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER WITHOUT RELYING (EXCEPT AS EXPRESSLY WAIVES SET FORTH HEREIN UPON ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, SUCH REPRESENTATION, WARRANTY, AND/STATEMENT OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT OTHER ASSERTION, ORAL OR WRITTEN, MADE BY SCT OR ANY REPRESENTATIVE OF SCT OR ANY OTHER PERSON ACTING OR PURPORTING TO PURCHASE ACT FOR OR ON BEHALF OF SCT WITH RESPECT TO THE PROPERTY “AS IS” BUT RATHER IS RELYING UPON ITS OWN EXAMINATION AND INSPECTION OF THE PROPERTY. HAH REPRESENTS THAT IT IS A KNOWLEDGEABLE HAH OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THE CLOSING AND SHALL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENT. HAH FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION WERE A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL FACTOR IN THE PROPERTY AT DETERMINATION OF THE PURCHASE PRICE PROVIDED HEREINFOR THE PROPERTY.

No Representations or Warranties. A. PROPERTY SOLD Tenant acknowledges that except for any express warranties and representations contained in this Lease, Tenant is not relying on any written, oral, implied or other representations, statements or warranties by Landlord or any agent of Landlord or any real estate broker or salesman. All previous written, oral, implied or other statements, representations, warranties or agreements, if any, are merged in this Lease. Except as expressly set forth herein, Landlord shall have no liability to Tenant, and Tenant hereby RELEASES Landlord from any liability (including contractual and/or statutory actions for contribution or indemnity), for, concerning or regarding (1) the nature and condition of the Premises, including the suitability thereof for any activity or use; (2) any improvements or substances located thereon; or (3) the compliance of the Premises with any laws, rules, ordinances or regulations of any government or other body. THE FOREGOING INCLUDES A RELEASE OF LANDLORD FROM CLAIMS BASED ON LANDLORD’S NEGLIGENCE IN WHOLE OR IN PART AND CLAIMS BASED ON STRICT LIABILITY. LANDLORD HAS NOT MADE, DOES NOT MAKE AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY OR ENVIRONMENTAL CONDITION OF THE PREMISES OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE; OTHER THAN AS EXPRESSLY PROVIDED IN THIS LEASE. TENANT AFFIRMS THAT TENANT SHALL HAS (i) INVESTIGATED AND INSPECTED THE PREMISES TO ITS SATISFACTION AND BECOME FAMILIAR AND SATISFIED WITH THE CONDITION OF THE PREMISES, AND (ii) MADE ITS OWN DETERMINATION AS TO (a) THE MERCHANTABILITY, QUANTITY, QUALITY AND CONDITION OF THE PREMISES, INCLUDING THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL CONTAMINATES, AND (b) THE PREMISES’ SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. TENANT HEREBY ACCEPTS THE PREMISES IN ITS PRESENT CONDITION ON AN “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, ” AND “WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, INCLUDING ENVIRONMENTAL MATTERS AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONSWITHOUT THIS ACCEPTANCE, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT THIS LEASE WOULD NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINBE MADE.

No Representations or Warranties. A. PROPERTY SOLD Buyer hereby acknowledges, understands and agrees that it has an opportunity to inspect the Property as set forth in Section 6 herein, and except as set forth in this Agreement, the Property shall be conveyed at Closing to Buyer in “AS IS”as-is” condition with no representation or warranties whatsoever. CITY BUYER ACKNOWLEDGES AND BUYER AGREE AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN AS SET OUT IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION CONTEMPLATED IN THIS AGREEMENT AND AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT) PROMISES, COVENANTS, AGREEMENTS OR WARRANTY GUARANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER WHATSOEVER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYORAL OR WRITTEN, PAST, PRESENT OR OTHERWISEFUTURE, INCLUDINGOF, WITHOUT LIMITATIONAS TO, WARRANTY OF INCOME POTENTIALCONCERNING OR WITH RESPECT TO (A) THE VALUE, OPERATING EXPENSESNATURE, USES, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER OR ANYONE ELSE MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, ZONING OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW). BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT UPON LIABLE OR BOUND IN ANY REPRESENTATIONMANNER BY ANY VERBAL OR WRITTEN STATEMENTS, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEREPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR OTHER INFORMATION OR MATERIALS MADE OR THE OPERATION THEREOF, FURNISHED BY CITY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVEROTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT NEITHER CITY NOR ANY AGENT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS” " CONDITION AND BASIS WITH ALL FAULTS. IT IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE PROVIDED HEREINHAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. ALL PROVISIONS OF THIS SECTION 21 SHALL SURVIVE CLOSING OR THE TERMINATION OF THIS AGREEMENT WITHOUT CLOSING, AS APPLICABLE.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY CUSTODIAN AND BUYER AGREE THAT ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY SHALL BE SOLDSOFTWARE, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY OR ANY DATABASE MAINTAINED ON THE CLOSING DATESOFTWARE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYIN FACT OR IN LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY INCLUDING BUT NOT LIMITED TO WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, . CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION DATABASE ARE PROVIDED "AS IS." EXCEPT AS PROVIDED IN PARAGRAPHS 10 AND 11 OF THIS APPENDIX IN NO EVENT SHALL CUSTODIAN OR WARRANTYANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH CUSTOMER MAY INCUR IN CONNECTION WITH THE SOFTWARE, OR ANY DATABASE MAINTAINED ON THE SOFTWARE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ENTERING INTO THIS AGREEMENTIN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, BUYER REPRESENTS AND WARRANTS THAT AS MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF CLOSING DEADLINECOMMUNICATION FACILITIES, BUYER LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL. THE FOREGOING PROVISIONS SHALL HAVE SATISFIED ITSELF AS APPLY ONLY WITH RESPECT TO THE CONDITION OF SOFTWARE AND DATABASES MAINTAINED ON THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINSOFTWARE.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY OWNER ACCEPTS THE CURRENT AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION FUTURE CONDITION OF THE PROPERTY ON BOAT SLIP AND THE CLOSING DATE, “MARINA TRACT AS IS, WHERE IS, AND WITH ALL FAULTS”. THE MARINA ASSOCIATION MAKES NO IMPLIED OR EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE MARINA TRACT, INCLUDING, BUT NOT LIMITED TO, THE SAFETY OR SECURITY OF THE MARINA TRACT, THE COMPLIANCE OF THE MARINA TRACT WITH NO RIGHT OF SET OFF ANY APPLICABLE LAW, OR REDUCTION IN THE PURCHASE PRICEFITNESS FOR ANY USE BY OWNER, OR OWNER’S FAMILY, AGENTS, GUESTS, AND THAT, EXCEPT FOR INVITEES. NO AFFIRMATION OF THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED MARINA ASSOCIATION OR DECLARANT BY WORDS OR ACTIONS SHALL BE WITHOUT REPRESENTATION OR CONSTITUTE A WARRANTY OF ANY KIND WHATSOEVER. OWNER ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT THE COMMON AREA OR NATURE WHATSOEVER BY CITYTHE BOAT SLIP OR THE MARINA TRACT WILL BE USABLE AT ALL TIMES DURING THE TERM HEREOF AND THAT NEITHER THE MARINA ASSOCIATION NOR DECLARANT UNDER THE DECLARATION WILL HAVE ANY LIABILITY OR RESPONSIBILITY TO OWNER OR ANY OTHER PERSON IN THE EVENT OF CHANGES IN CONDITIONS INCLUDING SIGNIFICANT VARIATIONS IN WATER LEVELS THAT RESULT IN THE MARINA TRACT COMMON AREA OR THE BOAT SLIP BEING UNUSABLE OR INACCESSIBLE FOR ANY PERIOD OF TIME. OWNER ALSO ACKNOWLEDGES AND AGREES THAT LOCATION AND MOORAGE AREAS OF THE BOAT SLIP, WHETHER EXPRESSAND APPURTENANCES ASSOCIATED THEREWITH, IMPLIED, STATUTORY, OR OTHERWISE, AND THE BOAT DOCKS MAY BE MOVED FROM TIME TO TIME DUE TO A VARIETY OF REASONS INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, INCREASES AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD DECREASES IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINWATER LEVELS.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT XXXX MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO CHIA DATA, THE PROPERTY SHALL BE SOLDSOFTWARE, OR ANY OTHER INFORMATION PROVIDED BY CHIA OR ITS AGENTS WITH RESPECT TO ANY OF THE FOREGOING, AND THAT BUYER SHALL ACCEPT POSSESSION HEREBY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO CHIA DATA, INCLUDING WARRANTIES OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, MERCHANTABILITY AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, XXXX MAKES NO WARRANTY, GUARANTEE OR REPRESENTATION REGARDING THE USE, OR ANY INTENDED, EXPECTED, OR ACTUAL RESULTS OF THE USE, OF CHIA DATA, THE SOFTWARE, OR ANY OTHER INFORMATION PROVIDED BY CHIA IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CHIA DOES NOT MAKE ANY WARRANTIES THAT CHIA DATA, SOFTWARE, OR ANY OTHER INFORMATION PROVIDED BY CHIA WILL BE ERROR-FREE. CHIA SPECIFICALLY DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED HEREIN AND CITY DOES HEREBY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND RENOUNCE FITNESS FOR A PARTICULAR PURPOSE. NO CHIA AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY SUCH REPRESENTATION EXPANSION, MODIFICATION, OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS ADDITION TO THE CONDITION LIMITATION AND EXCLUSION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT XXXX USES AVAILABLE TECHNOLOGY TO PURCHASE MATCH PATIENT IDENTITIES WITH THEIR HEALTH INFORMATION. BECAUSE PATIENT INFORMATION IS MAINTAINED IN MULTIPLE PLACES, NOT ALL OF WHICH ARE ACCESSIBLE TO CHIA, AND BECAUSE NOT ALL PATIENT INFORMATION IS KEPT IN A STANDARD FASHION OR IS REGULARLY UPDATED, IT IS POSSIBLE THAT FALSE MATCHES MAY OCCUR OR THAT THERE MAY BE ERRORS OR OMISSIONS IN THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL INFORMATION. CHIA DOES NOT AND CANNOT INDEPENDENTLY VERIFY OR REVIEW THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREININFORMATION TRANSMITTED FOR ACCURACY OR COMPLETENESS.

No Representations or Warranties. A. PROPERTY SOLD (a) BUYER ACKNOWLEDGES THAT SELLER MAKES THIS SALE OF THE ASSETS TO BUYER WITHOUT ANY WARRANTY AS TO THE CONDITION OF THE ASSETS, INCLUDING ABSENCE OF VICES OR DEFECTS (WHETHER APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR HIDDEN), FITNESS FOR ANY ORDINARY USE, OR FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE, EVEN FOR RETURN OR REDUCTION OF THE PURCHASE PRICE OR OTHERWISE, IT BEING UNDERSTOOD THAT BUYER TAKES THE ASSETS “AS IS” AND “WHERE IS”. CITY AND ; BUYER AGREE THAT HEREBY ACKNOWLEDGING RELIANCE SOLELY ON ITS OWN INSPECTION OF THE PROPERTY SHALL BE SOLDASSETS, AND THAT BUYER SHALL ACCEPT POSSESSION NOT ON ANY WARRANTIES OR REPRESENTATIONS FROM SELLER WITH RESPECT TO THE CONDITION OF THE PROPERTY ON THE CLOSING DATEASSETS. IN ADDITION, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISEWITH RESPECT TO THE CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, WARRANTY ANY WARRANTIES OR REPRESENTATIONS AS TO ABSENCE OF INCOME POTENTIALVICES OR DEFECTS (WHETHER APPARENT OR LATENT, OPERATING EXPENSESKNOWN OR UNKNOWN, USESEASILY DISCOVERABLE OR HIDDEN), MERCHANTABILITY, OR FITNESS FOR A ANY ORDINARY USE, FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION TAX CONSEQUENCES, OR WARRANTYENVIRONMENTAL CONDITION OF THE ASSETS. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS ALL WARRANTIES WITH RESPECT TO THE CONDITION OF THE PROPERTY ASSETS ARE HEREBY DISCLAIMED BY SELLER AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED EXPRESSLY WAIVED BY BUYER. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, ASSETS OR OTHER INFORMATION OR MATERIALS RELATING THERETO MADE OR FURNISHED BY CITY SELLER, ANY PARTY ACTING OR PURPORTING TO ACT FOR SELLER, OR ANY OF ITS OFFICERSBROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, EMPLOYEESTO WHOMEVER MADE OR GIVEN, AGENTSDIRECTLY OR INDIRECTLY, ATTORNEYS, ORALLY OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINWRITING.

No Representations or Warranties. A. PROPERTY SOLD “SUBTENANT HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT SUBLANDLORD HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES TO SUBTENANT AS IS”. CITY TO THE USE OR CONDITION OF THE SUBLEASED PREMISES OR THE BUILDING OR AS TO THE ADEQUACY OF ANY EQUIPMENT (INCLUDING THE HEATING, VENTILATING OR AIR CONDITIONING EQUIPMENT), EITHER EXPRESS OR IMPLIED, AND BUYER AGREE SUBLANDLORD EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT THE PROPERTY SUBLEASED PREMISES ARE HABITABLE, SUITABLE FOR SUBTENANT’S INTENDED PURPOSE OR FOR ANY OTHER USE. SUBTENANT FURTHER EXPRESSLY AGREES THAT THERE ARE AND SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION NO IMPLIED WARRANTIES OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE, PURPOSE OR ANY OTHER KIND ARISING OUT OF THIS SUBLEASE OR THE SUBTENANCY CONTEMPLATED HEREBY OR THE USE OF THE SUBLEASED PREMISES AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION THAT ALL EXPRESS OR WARRANTYIMPLIED WARRANTIES IN CONNECTION HEREWITH ARE EXPRESSLY DISCLAIMED. BY THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE CONSIDERATION FOR SUBLANDLORD ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINSUBLEASE.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL MAY OTHERWISE BE SOLDEXPRESSLY SET FORTH IN THIS AGREEMENT, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH M.I.T. MAKES NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS, EXPRESS OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY LIMITATION WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND CITY DOES HEREBY DISCLAIM THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. SPECIFICALLY, AND RENOUNCE NOT TO LIMIT THE FOREGOING, M.I.T. MAKES NO WARRANTY OR REPRESENTATION (I) REGARDING THE VALIDITY OR SCOPE OF THE PATENT RIGHTS, AND (II) THAT THE EXPLOITATION OF THE PATENT RIGHTS OR ANY SUCH REPRESENTATION LICENSED PRODUCT OR WARRANTYLICENSED PROCESS WILL NOT INFRINGE ANY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF M.I.T. OR OF A THIRD PARTY. BY ENTERING INTO THIS AGREEMENTIN NO EVENT SHALL M.I.T., BUYER REPRESENTS ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND WARRANTS THAT AS AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF CLOSING DEADLINEANY KIND, BUYER INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER M.I.T. SHALL BE ADVISED, SHALL HAVE SATISFIED ITSELF AS OTHER REASON TO THE CONDITION KNOW, OR IN FACT SHALL KNOW OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION POSSIBILITY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINFOREGOING.

No Representations or Warranties. A. PROPERTY SOLD “BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLDOTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED SPECIAL WARRANTY OF TITLE TO BE GIVEN AS SET OUT IN THE GRANT SPECIAL WARRANTY DEED SHALL BE WITHOUT REPRESENTATION DELIVERED AT CLOSING, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR WARRANTY GUARANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER WHATSOEVER, WHETHER EXPRESS, EITHER EXPRESS OR IMPLIED, STATUTORYORAL OR WRITTEN, PAST, PRESENT OR OTHERWISEFUTURE, INCLUDINGOF, WITHOUT LIMITATIONAS TO, WARRANTY OF INCOME POTENTIALCONCERNING OR WITH RESPECT TO (A) THE VALUE, OPERATING EXPENSESNATURE, USES, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G)THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS CONTAMINATION MATERIALS, OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS BY EXECUTION HEREOF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NOT UPON ANY NO SUCH REPRESENTATION, WARRANTY, STATEMENTAGREEMENT, STUDYGUARANTY, REPORTSTATEMENT OR PROMISE, DESCRIPTIONIF ANY, GUIDELINE, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVERBINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS HAVING BEEN GIVEN THE OPPORTUNITY TO ANY MATTERS CONCERNING INSPECT THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT IS RELYING SOLELY ON ITS OWN INVESTIGATION OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT AND NOT ON ANY INFORMATION PROVIDED OR TO CITY BE PROVIDED BY SELLER AND AGREES TO AGREE TO SELL ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE AND RELEASE ALL OBJECTIONS, SUITS, CAUSES OF ACTION, DAMAGES, LIABILITIES, LOSSES, DEMANDS, PROCEEDINGS, EXPENSES AND CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN THE SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED, THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN THE SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED, 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. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE PROVIDED HEREINFOR THE PROPERTY HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. BUYER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF BUYER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE OR MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 20 ARE AN IMPORTANT BASIS OF THE BARGAIN INDUCING SELLER TO CONVEY THE PROPERTY. THE PROVISIONS OF THIS SECTION 20 SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, M.I.T. AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH HARVARD MAKE NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS, AND HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY LIMITATION WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF M.I.T. OR THIRD PARTIES, VALIDITY, ENFORCEABILITY AND CITY DOES HEREBY DISCLAIM SCOPE OF PATENT RIGHTS, WHETHER ISSUED OR PENDING, AND RENOUNCE THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. EXCEPT FOR COMPANY’S LIABILITY UNDER SECTION 8.1, IN NO EVENT SHALL EITHER M.I.T., HARVARD OR COMPANY, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENTPARTY SHALL BE ADVISED, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS OTHER REASON TO THE CONDITION KNOW, OR IN FACT SHALL KNOW OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION POSSIBILITY OF THE PROPERTYFOREGOING. [***] Certain information in this document has been excluded pursuant to Regulation S-K, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVERItem 601(b)(10). BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINSuch excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

No Representations or Warranties. A. PROPERTY SOLD You understand and agree that the Software is provided “AS IS”as is” and that your use of the Software is at your own risk. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLDTo the fullest extent permitted by applicable law, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH Cii MAKES NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORALWARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF ANY NATURE WHATSOEVERMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. BUYER ACKNOWLEDGES CII DOES NOT WARRANT THAT NEITHER CITY NOR ANY AGENT THE OPERATION OF CITY HAS MADE ANY REPRESENTATIONSTHE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, WARRANTIES INTENDED OR AGREEMENTS AS TO ANY MATTERS CONCERNING LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITYDESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND BUYER EXPRESSLY WAIVES LIFE SUPPORT OR WEAPONS SYSTEMS. CII SPECIFICALLY DISCLAIMS ANY RIGHT EXPRESS OR IMPLIED WARRANTY OF RECISION AND/FITNESS FOR SUCH PURPOSES. NO ORAL OR CLAIM FOR DAMAGESWRITTEN INFORMATION OR ADVICE GIVEN BY CII, AGAINST CITY ITS DEALERS, DISTRIBUTORS, AGENTS OR ITS AGENTS BY REASON EMPLOYEES SHALL CREATE A WARRANTY. SOME STATES DO NOT ALLOW THE EXCLUSION OF ANY STATEMENTIMPLIED WARRANTIES, REPRESENTATION, WARRANTY, AND/OR PROMISE SO THE ABOVE EXCLUSION MAY NOT CONTAINED IN APPLY TO YOU. THIS AGREEMENT. BUYER’S AGREEMENT WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINSTATE.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY EXPRESSLY SET FORTH IN SECTION 5 C ABOVE, IT IS UNDERSTOOD AND BUYER AGREE AGREED THAT THE PROPERTY SHALL BE SOLD, SELLER IS NOT MAKING AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYWITH RESPECT TO THE PROPERTY. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER OR ANY AGENT PURPORTING TO REPRESENT SELLER. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR OTHERWISEWILL CONDUCT PRIOR TO CLOSING, INCLUDING, WITHOUT LIMITATION, WARRANTY SUCH INVESTIGATIONS OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, THE PROPERTY AS BUYER DEEMS NECESSARY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION VALUE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS WILL RELY SOLELY UPON SAME AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, INFORMATION PROVIDED BY OR OTHER INFORMATION ON BEHALF OF SELLER OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OTHER THAN SUCH REPRESENTATIONS AND WARRANTIES OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS SELLER AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT ARE EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED SET FORTH IN THIS AGREEMENT. UPON CLOSING, SUBJECT TO SUCH REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER SHALL ASSUME ANY AND ALL RISKS RELATED TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, ANY MATTERS WHICH MAY NOT HAVE BEEN REVEALED BY BUYER’S AGREEMENT 'S INVESTIGATIONS AND DUE DILIGENCE, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO PURCHASE HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S 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, 1364955.doc 1/31/2017 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, THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL OR ANY ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXISTING AT OR OCCURRING PRIOR TO CLOSING. IN CONNECTION THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: "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 PURCHASE PRICE PROVIDED HEREINTIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”; THE COVENANTS SET FORTH IN THIS SECTION SHALL SURVIVE CLOSE OF ESCROW AND DELIVERY OF THE MEMORANDUM AND ASSIGNMENT.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY CUSTODIAN AND BUYER AGREE THAT ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY SHALL BE SOLDSOFTWARE, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATESERVICES OR ANY DATABASE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYIN FACT OR IN LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY INCLUDING BUT NOT LIMITED TO WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED “AS IS.” CONDITIONIN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION AS TO WHETHER DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY HAZARDOUS MATERIALS CONTAMINATIONDATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL (“FORCE MAJEURE EVENT”). CUSTODIAN WILL MAINTAIN THROUGHOUT THE TERM OF THIS AGREEMENT SUCH DISASTER RECOVERY AND CONTINGENCY PLANS AND SYSTEMS AS IT REASONABLY BELIEVES TO BE NECESSARY AND APPROPRIATE TO RECOVER ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OPERATIONS FROM THE OCCURRENCE OF A FORCE MAJEURE EVENT AND WHICH ARE CONSISTENT WITH THE REQUIREMENTS OF ANY NATURE WHATSOEVERSTATUTE, REGULATION OR RULE TO WHICH IT IS SUBJECT THAT IMPOSES BUSINESS RESUMPTION AND CONTINGENCY PLANNING STANDARDS. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONSCUSTODIAN SHALL EMPLOY COMMERCIALLY REASONABLE EFFORTS TO RESUME PERFORMANCE AS SOON AS PRACTICABLE UNDER THE CIRCUMSTANCES, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS FOLLOWING A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINFORCE MAJEURE EVENT.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, M.I.T. AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH WHXXXXXXX XAKE NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS AND THE TANGIBLE PROPERTY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY LIMITATION WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF M.I.T. OR WHXXXXXXX XR THIRD PARTIES, VALIDITY, ENFORCEABILITY AND CITY DOES HEREBY DISCLAIM SCOPE OF PATENT RIGHTS, WHETHER ISSUED OR PENDING, AND RENOUNCE THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. The TANGIBLE PROPERTY is experimental in nature and will be used with prudence and appropriate caution, since not all of its characteristics are known. IN NO EVENT SHALL M.I.T. AND WHXXXXXXX XND THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY SUCH REPRESENTATION KIND, INCLUDING ECONOMIC DAMAGES OR WARRANTY. BY ENTERING INTO THIS AGREEMENTINJURY TO PROPERTY AND LOST PROFITS, BUYER REPRESENTS AND WARRANTS THAT AS REGARDLESS OF CLOSING DEADLINEWHETHER M.I.T. OR WHXXXXXXX XHALL BE ADVISED, BUYER SHALL HAVE SATISFIED ITSELF AS OTHER REASON TO THE CONDITION KNOW, OR IN FACT SHALL KNOW OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION POSSIBILITY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINFOREGOING.

No Representations or Warranties. A. PROPERTY SOLD (i) YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION AND THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES ARE PROVIDED EXCLUSIVELY "AS IS" AND “AS ISAVAILABLE”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, FAULTS AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITYKIND. APPLICATION PROVIDER HEREBY DISCLAIMS ALL REPRESENTATIONS, WHETHER WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND THE SERVICES, EITHER EXPRESS, IMPLIED, STATUTORY, IMPLIED OR OTHERWISE, STATUTORY INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, WARRANTY ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, CONTINUOUS OPERATION, AND CITY NON-INFRINGEMENT. APPLICATION PROVIDER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON THE LICENSED APPLICATION AND SERVICES BY YOU. APPLICATION PROVIDER ACCEPTS NO RESPONSIBILITY FOR KEEPING THE LICENSED APPLICATION OR SERVICES UP TO DATE OR COMPLETE OR LIABILITY FOR ANY FAILURE TO DO SO. APPLICATION PROVIDER DOES HEREBY DISCLAIM NOT WARRANT THAT THE SERVICE AND RENOUNCE ANY SUCH REPRESENTATION PRODUCTS LICENSED WILL MEET YOUR REQUIREMENTS, THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLICATION PROVIDER OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY. BY ENTERING INTO THIS AGREEMENTSHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, BUYER REPRESENTS AND WARRANTS THAT AS YOU ASSUME THE ENTIRE COST OF CLOSING DEADLINEALL NECESSARY SERVICING, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, REPAIR OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINCORRECTION.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY EXPRESSLY SET FORTH IN SECTION 5 C ABOVE, IT IS UNDERSTOOD AND BUYER AGREE AGREED THAT THE PROPERTY SHALL BE SOLD, SELLER IS NOT MAKING AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYWITH RESPECT TO THE PROPERTY. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER OR ANY AGENT PURPORTING TO REPRESENT SELLER. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR OTHERWISEWILL CONDUCT PRIOR TO CLOSING, INCLUDING, WITHOUT LIMITATION, WARRANTY SUCH INVESTIGATIONS OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, THE PROPERTY AS BUYER DEEMS NECESSARY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION VALUE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS WILL RELY SOLELY UPON SAME AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, INFORMATION PROVIDED BY OR OTHER INFORMATION ON BEHALF OF SELLER OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OTHER THAN SUCH REPRESENTATIONS AND WARRANTIES OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS SELLER AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT ARE EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED SET FORTH IN THIS AGREEMENT. UPON CLOSING, SUBJECT TO SUCH REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER SHALL ASSUME ANY AND ALL RISKS RELATED TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, ANY MATTERS WHICH MAY NOT HAVE BEEN REVEALED BY BUYER’S AGREEMENT 'S INVESTIGATIONS AND DUE DILIGENCE, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO PURCHASE HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S 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, THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL OR ANY ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXISTING AT OR OCCURRING PRIOR TO CLOSING. IN CONNECTION THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT: "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 PURCHASE PRICE PROVIDED HEREINTIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”; THE COVENANTS SET FORTH IN THIS SECTION SHALL SURVIVE CLOSE OF ESCROW AND DELIVERY OF THE MEMORANDUM AND ASSIGNMENT.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY CUSTODIAN AND BUYER AGREE THAT ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY SHALL BE SOLDSOFTWARE, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATESERVICES OR ANY DATABASE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYIN FACT OR IN LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY INCLUDING BUT NOT LIMITED TO WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED "AS IS." IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL, PROVIDED, IN THE CASE OF CUSTODIAN, THAT CUSTODIAN HAS ESTABLISHED AND IS MAINTAINING A DISASTER RECOVERY PLAN AND BACK-UP SYSTEM AT ALL TIMES SATISFYING THE REQUIREMENTS OF APPLICABLE LAWS, RULES, AND CITY DOES HEREBY DISCLAIM REGULATIONS AND RENOUNCE WHICH IS REASONABLE UNDER THE CIRCUMSTANCES, OR, IF NOT, THAT SUCH DELAY OR FAILURE WOULD HAVE OCCURRED EVEN IF SUCH PLAN AND SYSTEM WERE MAINTAINED AND PROVIDED FURTHER THAT UPON THE OCCURRENCE OF ANY SUCH REPRESENTATION DELAY OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT FAILURE CUSTODIAN SHALL USE COMMERCIALLY REASONABLE BEST EFFORTS TO RESUME PERFORMANCE AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF SOON AS TO PRACTICABLE UNDER THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINCIRCUMSTANCES.

No Representations or Warranties. A. PROPERTY SOLD “M.I.T. hereby represents and warrants to COMPANY that, to the best of its knowledge, M.I.T. is the owner of the entire right, title and interest in the PATENT RIGHTS and in the inventions described and claimed therein and has the right to grant the licenses granted herein. M.I.T. has not granted to any third party any right or interest in the PATENT RIGHTS inconsistent or in conflict with the rights granted to COMPANY hereunder. MIT’s entire liability under this representation and warranty is limited to the amounts paid to MIT under this Agreement. EXCEPT AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL MAY OTHERWISE BE SOLDEXPRESSLY SET FORTH IN THIS AGREEMENT, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH M.I.T. MAKES NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS, EXPRESS OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY LIMITATION WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND CITY DOES HEREBY DISCLAIM THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically, and not to limit the foregoing, M.I.T. makes no warranty or representation (i) regarding the validity or scope of the PATENT RIGHTS, and (ii) that the exploitation of the PATENT RIGHTS or any LICENSED PRODUCT or LICENSED PROCESS will not infringe any patents or other intellectual property rights of M.I.T. or of a third party. IN NO EVENT SHALL M.I.T, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND RENOUNCE AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY SUCH REPRESENTATION KIND, INCLUDING ECONOMIC DAMAGES OR WARRANTY. BY ENTERING INTO THIS AGREEMENTINJURY TO PROPERTY AND LOST PROFITS, BUYER REPRESENTS AND WARRANTS THAT AS REGARDLESS OF CLOSING DEADLINEWHETHER M.I.T. SHALL BE ADVISED, BUYER SHALL HAVE SATISFIED ITSELF AS OTHER REASON TO THE CONDITION KNOW, OR IN FACT SHALL KNOW OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION POSSIBILITY OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINFOREGOING.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, ““ AS IS, WHERE IS” . BUYER ACKNOWLEDGES AND UNDERSTANDS THAT THE PROPERTY IS BEING SOLD AS IS, WHERE IS AND WITH ALL FAULTS”, WITH NO RIGHT . BUYER IS HEREBY INFORMED THAT SELLER MAY BE UNAW ARE OF SET OFF OR REDUCTION ANY LATENT DEFECTS IN THE PURCHASE PRICEPROPERTY OR ANY APPURTENANT SYSTEMS, INCLUDING BUT NOT LIMITED TO PLUMBING, HEATING, AIR CONDITIONING AND THATELECTRICAL SYSTEMS, EXCEPT FOR FIXTURES, APPLIANCES, ROOF, SEWERS, SEPTIC, SOIL CONDITIONS, GEOLOGICAL CONDITIONS, FOUNDATION, STRUCTURAL INTEGRITY, ENVIRONMENT AL CONDITION, POOL OR RELATED EQUIPMENT. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO ANY OF THE LIMITED WARRANTY ABOVE, THE CONDITION OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITYPROPERTY, WHETHER EXPRESSTHE PROPERTY'S SYSTEMS, IMPLIEDTHE SERVICEABILITY, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION USE OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION PURPOSE OF THE PROPERTY AND ITS SUITABILITY FOR OR ANY COMPONENT OR SYSTEM OF THE DEVELOPMENT PURPOSES INTENDED BY BUYERPROPERTY. THE PROPERTY IS SOLD XXXXX AGREES THAT IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS CONTRACTING TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING BUY THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND HAS NOT RELIED UPON ANY REPRESENTATIONREPRESENTATION OR WARRANTY MADE BY SELLER, WARRANTYANY PARENT, STATEMENTSUBSIDIARY OR AFFILIATE OF SELLER, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS SELLER'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYSASSET MANAGERS, BROKERS OR REPRESENTATIVES. XXXXX XXXXXX ANY AND ALL CLAIMS AGAINST SELLER THAT BUYER MIGHT OTHERWISE HAVE AGAINST SELLER RELATING TO THE USE, WHETHER WRITTEN CHARACTERISTICS OR ORAL, EXPRESS CONDITION OF THE PROPERTY OR IMPLIED, ANY OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY THE OTHER MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED DESCRIBED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINPARAGRAPH.

No Representations or Warranties. A. PROPERTY SOLD Buyer hereby acknowledges, understands and agrees that it has an opportunity to inspect the Property as set forth in Section 6 herein, and except as set forth in this Agreement, the Property shall be conveyed at Closing to Buyer in “AS IS”as-is” condition with no representation or warranties whatsoever. CITY BUYER ACKNOWLEDGES AND BUYER AGREE AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN AS SET OUT IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION CONTEMPLATED IN THIS AGREEMENT AND AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT) PROMISES, COVENANTS, AGREEMENTS OR WARRANTY GUARANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER WHATSOEVER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYORAL OR WRITTEN, PAST, PRESENT OR OTHERWISEFUTURE, INCLUDINGOF, WITHOUT LIMITATIONAS TO, WARRANTY OF INCOME POTENTIALCONCERNING OR WITH RESPECT TO (A) THE VALUE, OPERATING EXPENSESNATURE, USES, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER OR ANYONE ELSE MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, ZONING OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT UPON LIABLE OR BOUND IN ANY REPRESENTATIONMANNER BY ANY VERBAL OR WRITTEN STATEMENTS, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEREPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR OTHER INFORMATION OR MATERIALS MADE OR THE OPERATION THEREOF, FURNISHED BY CITY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVEROTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT NEITHER CITY NOR ANY AGENT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS” " CONDITION AND BASIS WITH ALL FAULTS. IT IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE PROVIDED HEREINHAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. ALL PROVISIONS OF THIS SECTION 21 SHALL SURVIVE CLOSING OR THE TERMINATION OF THIS AGREEMENT WITHOUT CLOSING, AS APPLICABLE.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY AND BUYER AGREE THAT MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR OR THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH EERC MAKES NO RIGHT OF SET OFF REPRESENTATIONS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND CONCERNING THE INTELLECTUAL PROPERTY, EXPRESS OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY LIMITATION WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION THE ABSENCE OF LATENT OR WARRANTYOTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. BY ENTERING INTO THIS AGREEMENTSpecifically, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINEand not to limit the foregoing, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATIONLICENSOR or the EERC make no warranty or representation (i) regarding the validity or scope of the PATENT RIGHTS and (ii) that the exploitation of the PATENT RIGHTS or any LICENSED PRODUCT or LICENSED PROCESS will not infringe any patents or other intellectual property rights of LICENSOR or of a third party. IN PURCHASING NO EVENT SHALL LICENSOR, THE PROPERTYEERC, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTYTRUSTEES, INCLUDINGDIRECTORS, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTSAND ASSOCIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, ATTORNEYSINCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, IN FACT SHALL KNOW OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT THE POSSIBILITY OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINFOREGOING.

No Representations or Warranties. A. PROPERTY SOLD “SUBLESSEE HEREBY EXPRESSLY -------------------------------- ACKNOWLEDGES AND AGREES THAT SUBLESSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES TO SUBLESSEE AS IS”. CITY TO THE USE OR CONDITION OF THE SUBLEASED PREMISES OR THE BUILDING OR AS TO THE ADEQUACY OF ANY EQUIPMENT (INCLUDING THE HEATING, VENTILATING OR AIR CONDITIONING EQUIPMENT), EITHER EXPRESS OR IMPLIED, AND BUYER AGREE SUBLESSOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT THE PROPERTY SHALL BE SOLDSUBLEASED PREMISES ARE SUITABLE FOR SUBLESSEE'S INTENDED COMMERCIAL PURPOSE OR ANY OTHER IMPLIED WARRANTY REGARDING THE SUBLEASED PREMISES. IN ADDITION, EXCEPT AS HEREIN EXPRESSLY PROVIDED, SUBLESSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT SUBLESSEE'S OBLIGATION TO PAY BASIC RENT OR ANY OTHER SUMS DUE HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE SUBLEASED PREMISES OR THE PERFORMANCE BY SUBLESSOR OF ITS DUTIES OR OBLIGATIONS HEREUNDER (OR BY LANDLORD OF ITS DUTIES OR OBLIGATIONS UNDER THE BASE LEASE), AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH SUBLESSEE WILL CONTINUE TO PAY BASIC RENT AND ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT OTHER SUMS PROVIDED FOR THE LIMITED WARRANTY OF TITLE HEREIN TO BE GIVEN IN PAID BY SUBLESSEE WITHOUT ABATEMENT, SET-OFF, OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY SUBLESSOR OF IT DUTIES OR OBLIGATIONS HEREUNDER (OR BY LANDLORD OF ITS DUTIES OR OBLIGATIONS UNDER THE GRANT DEED BASE LEASE), EXPRESS OF IMPLIED, SUBLESSOR AND SUBLESSEE EXPRESSLY AGREE THAT THERE ARE AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY NO IMPLIED WARRANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY PURPOSE OR ANY OTHER KIND ARISING OUT OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, THIS SUBLEASE AND THAT ALL EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, IMPLIED WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT IN CONNECTION HEREWITH ARE EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINDISCLAIMED.

No Representations or Warranties. A. PROPERTY SOLD “AMGAS LEASES AND XXXXXX ACCEPTS THE EQUIPMENT "AS IS”". CITY XXXXXX ACKNOWLEDGES AND BUYER AGREE AGREES THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH AMGAS HAS MADE NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT, THE CONDITION, DESIGN, DURABILITY, SUITABILITY OR FITNESS FOR THE USE INTENDED BY LESSEE OR AS TO ANY OTHER MATTER OR THING WHATSOEVER, AND ALL WARRANTIES AND CONDITIONS WHETHER STATUTORY OR IMPLIED ARE TO THE EXTENT PERMITTED BY LAW EXCLUDED. AMGAS SHALL NOT BE LIABLE, IN CONTRACT, TORT OR OTHERWISE OR ON ACCOUNT OF ANY MANUFACTURER’S OR OTHER DEFECT, WHETHER HIDDEN, LATENT OR OTHERWISE DISCOVERABLE OR NONDISCOVERABLE RESPECTING ANY EQUIPMENT. AMGAS SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER NATURE, CAUSED DIRECTLY OR INDIRECTLY BY CITYTHE EQUIPMENT OR THE USE, WHETHER EXPRESS, IMPLIED, STATUTORYOWNERSHIP OR MAINTENANCE THEREOF, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY FOR ANY LOSS OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, BUSINESS OR FITNESS FOR A PARTICULAR PURPOSEOTHER DAMAGES WHATSOEVER AND HOWSOEVER CAUSED, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE LESSEE WAIVES ANY SUCH REPRESENTATION CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR WARRANTY. BY ENTERING INTO THIS AGREEMENTABSOLUTE LIABILITY IN TORT) IT MIGHT HAVE AGAINST AMGAS, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS EXCEPT TO THE CONDITION EXTENT CAUSED BY THE GROSS NEGLIGENCE OF AMGAS. XXXXXX ACKNOWLEDGES THAT XXXXXX ACCEPTS THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY EQUIPMENT BASED UPON ITS OWN INSPECTION JUDGEMENT AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON EXPRESSLY DISCLAIMS ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS RELIANCE ON STATEMENTS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY AMGAS OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINAGENTS.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”Xxxxxx acknowledges and agrees that (i) it has selected each item, type, quality and quantity of the Equipment based upon its own judgment and disclaims any reliance upon any statements or representations made by Lessor; and (ii) the Equipment is of a design, size, quality and capacity required by Lessee and is suitable for its purpose. CITY XXXXXX FURTHER ACKNOWLEDGES AND BUYER AGREE AGREES THAT XXXXXX IS NOT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION MANUFACTURER OF ANY OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, EQUIPMENT AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY IS NOT AN AGENT OF ANY KIND SUCH MANUFACTURER. LESSOR MAKES NO WARRANTY OR NATURE WHATSOEVER BY CITYREPRESENTATION, WHETHER EXPRESS, EITHER EXPRESS OR IMPLIED, STATUTORYAS TO THE VALUE, OR OTHERWISEFITNESS, INCLUDINGQUALITY, WITHOUT LIMITATIONDESIGN, WARRANTY OF INCOME POTENTIALCONDITION, OPERATING EXPENSESCAPACITY, USESSUITABILITY, MERCHANTABILITY, PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION PURPOSE OF THE PROPERTY AND ITS SUITABILITY FOR EQUIPMENT OR OF THE DEVELOPMENT PURPOSES INTENDED BY BUYER. MATERIAL OR WORKMANSHIP THEREOF, IT BEING AGREED THAT THE PROPERTY EQUIPMENT IS SOLD IN LEASED “AS IS” CONDITIONAND THAT ALL SUCH RISKS, AS BETWEEN LESSOR AND LESSEE, ARE TO BE BORNE BY LESSEE AT ITS SOLE EXPENSE. XXXXXX AGREES THAT REGARDLESS OF CAUSE, XXXXXX IS NOT RESPONSIBLE FOR AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR ANY DAMAGES, LOSSES OR EXPENSES, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATIONCLAIM BASED ON STRICT OR ABSOLUTE LIABILITY AND ANY CLAIM FOR LOST PROFITS. IN PURCHASING THE PROPERTYNO EVENT SHALL LESSOR BE LIABLE TO LESSEE FOR ANY CONSEQUENTIAL, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTYDIRECT, INCLUDINGPUNITIVE, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINESPECIAL, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVERINDIRECT DAMAGES UNDER THIS LEASE. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTYThe Equipment will run the 6-pack based on tray size and powered film feeder option. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN[*****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

No Representations or Warranties. A. PROPERTY SOLD “as to the Vessel or ---------------------------------------------------- Documents. (a) NEITHER THE TRUST COMPANY NOR THE OWNER TRUSTEE MAKES ANY --------- REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS IS”. CITY AND BUYER AGREE THAT TO THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION DESIGN OR CONDITION OF THE PROPERTY ON VESSEL OR ANY PART THEREOF, THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF MERCHANTABILITY THEREOF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FITNESS THEREOF FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES TITLE TO THE VESSEL OR ANY PART THEREOF, THE QUALITY OF THE MATERIALS OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, OR THE PRESENCE OR ABSENCE OF ANY LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, EXCEPT THAT THE TRUST COMPANY HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE(i) ON THE - FUNDING DATE, BUYER THE OWNER TRUSTEE SHALL HAVE SATISFIED ITSELF RECEIVED WHATEVER RIGHT, TITLE AND/OR INTEREST IN OR TO THE VESSEL AS WAS CONVEYED TO THE OWNER TRUSTEE BY SELLER AND (ii) THE VESSEL SHALL BE FREE AND CLEAR OF SHIPOWNER'S LIENS ATTRIBUTABLE TO -- TRUST COMPANY, AND (b) NEITHER THE TRUST COMPANY NOR THE OWNER TRUSTEE MAKES ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION VALIDITY OR ENFORCEABILITY OF ANY OPERATIVE DOCUMENT, OR AS TO THE CORRECTNESS OF ANY STATEMENT THEREIN, EXCEPT TO THE EXTENT THAT ANY SUCH REPRESENTATION, WARRANTY OR STATEMENT IS EXPRESSLY MADE IN AN OPERATIVE DOCUMENT OR IN ANY WRITTEN CERTIFICATE DELIVERED PURSUANT THERETO BY THE OWNER TRUSTEE OR THE TRUST COMPANY AND EXCEPT THAT THE TRUST COMPANY HEREBY REPRESENTS AND WARRANTS THAT THIS TRUST AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE TRUST COMPANY AND EACH OF THE PROPERTY OWNER TRUSTEE DOCUMENTS HAS BEEN OR WILL BE EXECUTED AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED DELIVERED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OFFICERS OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TRUST COMPANY OR BY THE OWNER TRUSTEE WHO ARE OR WILL BE DULY AUTHORIZED TO HAZARDOUS MATERIALS CONTAMINATION EXECUTE AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF DELIVER DOCUMENTS ON ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINBEHALF.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL MAY EXPRESSLY BE SOLDSET FORTH HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT, AND THAT BUYER SHALL ACCEPT POSSESSION (A) NONE OF THE PROPERTY ON THE CLOSING DATEHEINZ, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF ITS SUBSIDIARIES OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORALWHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SPINCO ASSETS, THE SPINCO LIABILITIES OR THE SPINCO BUSINESS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY AGENT OTHER MATTER INVOLVING THE SPINCO ASSETS, SPINCO LIABILITIES OR THE SPINCO BUSINESS; (B) ALL OF CITY HAS MADE THE SPINCO ASSETS TO BE TRANSFERRED OR THE SPINCO LIABILITIES TO BE ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT OR ANY REPRESENTATIONSOTHER TRANSACTION AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN "AS IS, WHERE IS" BASIS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGREEMENTS AS OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED, AND (C) NONE OF THE PARTIES HERETO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY MATTERS CONCERNING INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITYCONTRIBUTION, AND BUYER EXPRESSLY WAIVES ANY RIGHT THE DISTRIBUTION OR THE MERGER OR THE ENTERING INTO OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE , THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL OTHER TRANSACTION AGREEMENTS OR THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Representations or Warranties. A. PROPERTY SOLD “AS ISAs-Is”; Indemnification. CITY IT IS UNDERSTOOD AND BUYER AGREE AGREED THAT THE PROPERTY SHALL BE SOLD, IS BEING SOLD AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, CONVEYED HEREUNDER “AS IS, WHERE IS, ” AND WITH ANY AND ALL FAULTS”, WITH NO RIGHT OF SET OFF FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT IMPLIED REPRESENTATION OR WARRANTY BY SELLER. SELLER HAS NOT MADE AND DOES NOT MAKE AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORALCHARACTER WHATSOEVER, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONSWITH RESPECT TO THE LEASE, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY, ITS CONDITION (INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, STATE OF REPAIR, WORKMANSHIP, MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, ITS ENVIRONMENTAL CONDITION, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF THE OWNER THEREOF, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, AND SELLER HEREBY DISCLAIMS AND RENOUNCES ANY OTHER REPRESENTATION OR WARRANTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ENTERING INTO THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES WITHOUT RELYING UPON ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, SUCH REPRESENTATION, WARRANTY, STATEMENT OR OTHER ASSERTION, ORAL OR WRITTEN, MADE BY SELLER OR ANY REPRESENTATIVE OF SELLER OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT FOR OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY, BUT RATHER IS RELYING UPON ITS OWN EXAMINATION AND INSPECTION OF THE PROPERTY AND THE LEASE. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS, AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED HEREIN, PURCHASER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTIES REGARDING (A) THE TRUTH OR ACCURACY OF ANY ENVIRONMENTAL SITE ASSESSMENT; OR (B) THE QUALIFICATIONS OR EXPERTISE OF THE RESPECTIVE PARTIES CONDUCTING ANY ENVIRONMENTAL SITE ASSESSMENT. UPON THE CLOSING AND THE PURCHASE OF THE PROPERTY, PURCHASER AGREES THAT PURCHASER SHALL BE SOLELY RESPONSIBLE FOR COMPLYING WITH, AND AGREES TO WAIVE, RELEASE, INDEMNIFY AND HOLD SELLER AND SELLER INDEMNIFIED PARTIES HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES AND OBLIGATIONS OF WHATSOEVER KIND OR NATURE, DIRECT OR INDIRECT, AND WHETHER CONTINGENT, CONDITIONAL OR OTHERWISE, THAT ARE KNOWN OR UNKNOWN, ARISING UNDER, PURSUANT TO, FROM OR BY REASON OF OR IN CONNECTION WITH ANY AND ALL FEDERAL, STATE AND LOCAL LAWS, STATUTES, ORDINANCES, RULES, REGULATIONS, PERMITS OR STANDARDS, INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO ENVIRONMENTAL PROTECTION; HAZARDOUS OR SOLID WASTES OR HAZARDOUS SUBSTANCES (INCLUDING, BUT NOT LIMITED TO, PETROLEUM, PETROLEUM PRODUCTS AND PETROLEUM WASTES; ASBESTOS CONTAINING MATERIALS AND WASTES; POLYCHLORINATED BIPHENYL WASTES, PETROLEUM PRODUCTS, CONSTITUENTS AND DERIVATIVES; ASBESTOS; POLYCHLORINATED BIPHENYLS; ORGANIC SOLVENTS; AND METALS) OR ANY SUBSTANCES NOW OR IN THE FUTURE SUBJECT TO REGULATION AT, ON OR ABOUT THE PROPERTY. THE INDEMNIFICATION AND HOLD HARMLESS OF SELLER INDEMNIFIED PARTIES BY PURCHASER SET FORTH HEREIN IS INTENDED AND DOES INCLUDE ANY CLAIM OR DAMAGE WHICH IS BASED IN WHOLE OR IN PART ON THE NEGLIGENCE OR ALLEGED NEGLIGENCE OF SELLER OR SELLER’S AGENTS AND/OR PROMISE EMPLOYEES. THE TERMS AND CONDITIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THE CLOSING, SHALL NOT CONTAINED IN MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENT AND SHALL BE INCORPORATED INTO THE DEED TO BE DELIVERED BY SELLER AT CLOSING. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS SECTION WERE A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL FACTOR IN THE PROPERTY AT DETERMINATION OF THE PURCHASE PRICE PROVIDED HEREINFOR THE PROPERTY.

No Representations or Warranties. A. PROPERTY SOLD “SUBLESSEE HEREBY EXPRESSLY -------------------------------- ACKNOWLEDGES AND AGREES THAT SUBLESSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES TO SUBLESSEE AS IS”. CITY TO THE USE OR CONDITION OF THE SUBLEASED PREMISES OR THE BUILDING OR AS TO THE ADEQUACY OF ANY EQUIPMENT (INCLUDING THE HEATING, VENTILATING OR AIR CONDITIONING EQUIPMENT), EITHER EXPRESS OR IMPLIED, AND BUYER AGREE SUBLESSOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT THE PROPERTY SHALL BE SOLDSUBLEASED PREMISES ARE SUITABLE FOR SUBLESSEE'S INTENDED COMMERCIAL PURPOSE OR ANY OTHER IMPLIED WARRANTY REGARDING THE SUBLEASED PREMISES. IN ADDITION, EXCEPT AS HEREIN EXPRESSLY PROVIDED, SUBLESSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT SUBLESSEE'S OBLIGATION TO PAY BASIC RENT OR ANY OTHER SUMS DUE HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE SUBLEASED PREMISES OR THE PERFORMANCE BY SUBLESSOR OF ITS DUTIES OR OBLIGATIONS HEREUNDER (OR BY LANDLORD OR ITS DUTIES UNDER THE LEASE), AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH SUBLESSEE WILL CONTINUE TO PAY BASIC RENT AND ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT OTHER SUMS PROVIDED FOR THE LIMITED WARRANTY OF TITLE HEREIN TO BE GIVEN IN PAID BY SUBLESSEE WITHOUT ABATEMENT, SETOFF, OR DEDUCTION, (EXCEPT AS ALLOWED HEREUNDER) NOTWITHSTANDING BREACH BY SUBLESSOR OF ITS DUTIES OR OBLIGATIONS HEREUNDER (OR BY LANDLORD OF ITS DUTIES UNDER THE GRANT DEED BASE LEASE), EXPRESS OR IMPLIED. SUBLESSOR AND SUBLESSEE EXPRESSLY AGREE THAT THERE ARE AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY NO IMPLIED WARRANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY PURPOSE OR ANY OTHER KIND ARISING OUT OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, THIS SUBLEASE AND THAT ALL EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, IMPLIED WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT IN CONNECTION HEREWITH ARE EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINDISCLAIMED.

No Representations or Warranties. A. PROPERTY SOLD “EXCEPT AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLDOTHERWISE EXPRESSLY PROVIDED HEREIN, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH SELLER HEREBY DISCLAIMS ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY WARRANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITY(INCLUDING WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE), WHETHER EXPRESS, EXPRESSED OR IMPLIED, STATUTORYINCLUDING BUT NOT LIMITED TO, WARRANTIES WITH RESPECT TO THE PROPERTY, THE ZONING OF THE LAND, THE SOIL CONDITIONS OF THE LAND, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION SUITABILITY OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES BUYER’S INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVERUSE THEREOF. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT BUYER WILL CONDUCT A DILIGENT INVESTIGATION OF CITY HAS MADE ANY REPRESENTATIONSTHE PROPERTY WITH REGARD TO ITS CONDITION, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITYPERMITTED USE, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM SUITABILITY FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT INTENDED USE THEREOF, AS WELL AS ALL OTHER FACTORS DEEMED MATERIAL TO PURCHASE BUYER AND WILL EMPLOY SUCH INDEPENDENT PROFESSIONALS IN CONNECTION THEREWITH AS DEEMED NECESSARY BY BUYER. BUYER FURTHER ACKNOWLEDGES THAT BUYER IS PURCHASING THE PROPERTY “AS IS” AND IN ITS PRESENT CONDITION AND THAT BUYER IS A MATERIAL INDUCEMENT NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES, OR AGENTS WITH RESPECT TO CITY THE PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN. WITHOUT IN ANY WAY LIMITING THE TERMS OF THE PRECEDING PARAGRAPH, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO WARRANTY WITH RESPECT TO AGREE TO SELL THE PRESENCE ON OR BENEATH THE PROPERTY AT (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS SUBSTANCES OR MATERIALS WHICH ARE CATEGORIZED AS HAZARDOUS OR TOXIC UNDER ANY LOCAL, STATE OR FEDERAL LAW, STATUTE, ORDINANCE, RULE OR REGULATION PERTAINING TO ENVIRONMENTAL OR SUBSTANCE REGULATION, CONTAMINATION, CLEANUP OR DISCLOSURE, AND SHALL HAVE NO LIABILITY TO BUYER THEREFORE. BUYER ACKNOWLEDGES THAT ITS OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF THE PURCHASE PRICE PROVIDED HEREINPROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE BUYER TO MAKE ITS OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS SUBSTANCES OR MATERIALS, AND BUYER ACCEPTS THE RISK OF THE PRESENCE OF ANY SUCH SUBSTANCES OR MATERIALS.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY WARRANTIES OF TITLE TO BE GIVEN SET FORTH IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.3 ABOVE, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR WARRANTY OF ANY KIND REPRESENTATION, ORAL OR NATURE WHATSOEVER BY CITYWRITTEN, WHETHER EXPRESSPAST, IMPLIEDPRESENT OR FUTURE, STATUTORYOF, AS TO, OR OTHERWISECONCERNING (A) THE NATURE AND CONDITION OF THE PROPERTY OWNED BY SELLER, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTY THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF INCOME POTENTIALTHE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, OPERATING EXPENSESAND THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITION THEREON (INCLUDING THE PRESENCE OF ASBESTOS) OR COMPLIANCE WITH ALL LAWS, USESRULES OR REGULATIONS; (B) APPLICABLE LAWS, RULES OR REGULATIONS; (C) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE; (D) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL OR OTHER BODY; (E) THE PROPERTY'S CONDITION, HABITABILITY, MERCHANTABILITY, TENANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM (F) THE PROPERTY'S FUTURE FINANCIAL PERFORMANCE. PURCHASER ACKNOWLEDGES THAT IT HAS HAD AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS WILL HAVE AN OPPORTUNITY TO INSPECT THE PROPERTY AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION IT WILL BE RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND ITS SUITABILITY NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER EXCEPT FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYERLIMITED WARRANTIES OF TITLE SET FORTH IN THE DEED AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.3 OF THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES THAT ITS INFORMATION WITH RESPECT TO THE PROPERTY IS SOLD IN “AS IS” CONDITIONWILL BE OBTAINED FROM A VARIETY OF SOURCES, INCLUDING WITHOUT LIMITATION AND SELLER (X) HAVE NOT MADE, AND WILL NOT MAKE, ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND (Y) DO NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF ANY HAZARDOUS MATERIALS CONTAMINATIONSUCH INFORMATION EXCEPT AS PROVIDED IN SECTION 5.3 OF THIS AGREEMENT. IN PURCHASING PURCHASER EXPRESSLY ACKNOWLEDGES THAT THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION PURCHASE PRICE FOR THE PROPERTY REFLECTS THE CURRENTLY EXISTING CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN.

No Representations or Warranties. A. PROPERTY SOLD “SUBLESSEE HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT SUBLESSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES TO SUBLESSEE AS IS”. CITY TO THE USE OR CONDITION OF THE SUBLEASED PREMISES OR THE BUILDING OR AS TO THE ADEQUACY OF ANY EQUIPMENT (INCLUDING THE HEATING, VENTILATING OR AIR CONDITIONING EQUIPMENT), EITHER EXPRESS OR IMPLIED, AND BUYER AGREE SUBLESSOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT THE PROPERTY SHALL BE SOLDSUBLEASED PREMISES ARE SUITABLE FOR SUBLESSEE’S INTENDED COMMERCIAL PURPOSE OR ANY OTHER IMPLIED WARRANTY REGARDING THE SUBLEASED PREMISES. IN ADDITION, EXCEPT AS HEREIN EXPRESSLY PROVIDED, SUBLESSEE EXPRESSLY New York Sublease ACKNOWLEDGES AND AGREES THAT SUBLESSEE’S OBLIGATION TO PAY BASE RENTAL OR ANY OTHER SUMS DUE HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE SUBLEASED PREMISES OR THE PERFORMANCE BY SUBLESSOR OF ITS DUTIES OR OBLIGATIONS HEREUNDER (OR BY LANDLORD OF ITS DUTIES OR OBLIGATIONS UNDER THE BASE LEASE), AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH SUBLESSEE WILL CONTINUE TO PAY BASE RENTAL AND ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT OTHER SUMS PROVIDED FOR THE LIMITED WARRANTY OF TITLE HEREIN TO BE GIVEN IN PAID BY SUBLESSEE WITHOUT ABATEMENT, SET-OFF, OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY SUBLESSOR OF ITS DUTIES OR OBLIGATIONS HEREUNDER (OR BY LANDLORD OF ITS DUTIES OR OBLIGATIONS UNDER THE GRANT DEED BASE LEASE), EXPRESS OR IMPLIED. SUBLESSOR AND SUBLESSEE EXPRESSLY AGREE THAT THERE ARE AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY NO IMPLIED WARRANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY PURPOSE OR ANY OTHER KIND ARISING OUT OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, THIS SUBLEASE AND THAT ALL EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, IMPLIED WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT IN CONNECTION HEREWITH ARE EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINDISCLAIMED.

No Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY CUSTODIAN AND BUYER AGREE THAT ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY SHALL BE SOLDSOFTWARE, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATESERVICES OR ANY DATABASE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF EXPRESS OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORYIN FACT OR IN LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY INCLUDING BUT NOT LIMITED TO WARRANTIES OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TRUST ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY DATABASE ARE PROVIDED “AS IS.” IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE TRUST MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH REPRESENTATION SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR WARRANTYANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL (A “FORCE MAJEURE EVENT”). BY ENTERING INTO CUSTODIAN WILL MAINTAIN THROUGHOUT THE TERM OF THIS AGREEMENT, BUYER REPRESENTS SUCH DISASTER RECOVERY AND WARRANTS THAT CONTINGENCY PLANS AND SYSTEMS AS IT REASONABLY BELIEVES TO BE NECESSARY AND APPROPRIATE TO RECOVER ITS OPERATIONS FROM THE OCCURRENCE OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO A FORCE MAJEURE EVENT AND WHICH ARE CONSISTENT WITH THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, REQUIREMENTS OF ANY NATURE WHATSOEVERSTATUTE, REGULATION OR RULE TO WHICH IT IS SUBJECT THAT IMPOSES BUSINESS RESUMPTION AND CONTINGENCY PLANNING STANDARDS. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT CUSTODIAN SHALL EMPLOY COMMERCIALLY REASONABLE EFFORTS TO RESUME PERFORMANCE AS SOON AS PRACTICABLE UNDER THE CIRCUMSTANCES, FOLLOWING THE OCCURRENCE OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINFORCE MAJEURE EVENT.