Common use of Disclaimers Clause in Contracts

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

Disclaimers. NOTWITHSTANDING ANY EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV, THE PURCHASED ASSETS ARE SOLD "AS IS, WHERE IS", AND SELLER EXPRESSLY DISCLAIMS ALL OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD REPRESENTATIONS AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERNATURE, EXPRESS OR IMPLIED, AS TO SELLER AND THE PURCHASED ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV: SELLER EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES REGARDING LIABILITIES, OWNERSHIP, LEASE, MAINTENANCE OR OPERATION OF THE PURCHASED ASSETS, THE TITLE, CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PURCHASED ASSETS; AND SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYPURCHASED ASSETS, INCLUDINGOR ANY PART THEREOF, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSTHE WORKMANSHIP THEREOF, OR THE COMPLIANCE ABSENCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGANY DEFECTS THEREIN, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR WHETHER LATENT OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSPATENT, OR INFORMATION PERTAINING TO COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR THE APPLICABILITY OF ANY GOVERNMENTAL AUTHORITY, INCLUDING ANY ENVIRONMENTAL LAWS, OR WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLYPERSONAL PROPERTY TO OPERATE THE PURCHASED ASSETS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED SELLER FURTHER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY PURCHASED ASSETS. WITHOUT LIMITING THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS GENERALITY OF THE PROPERTYFOREGOING, INCLUDING BUT NOT LIMITED TO THE PHYSICAL EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO WARRANTIES OF ANY KIND REGARDING THE CONDITION OF THE PROPERTY. AT PURCHASED ASSETS OR THE CLOSINGSUITABILITY OF THE PURCHASED ASSETS FOR OPERATION AS A POWER PLANT OR AS A FUEL PROCESSING FACILITY, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEESAS APPLICABLE, AND AGENTS) FROM AND AGAINST NO SCHEDULE OR EXHIBIT TO THIS AGREEMENT, NOR ANY AND ALL CLAIMSOTHER MATERIAL OR INFORMATION PROVIDED, DEMANDSOR COMMUNICATIONS MADE, CAUSES BY SELLER OR ITS REPRESENTATIVES, INCLUDING ANY BROKER OR INVESTMENT BANKER, WILL CAUSE OR CREATE ANY SUCH REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPURCHASED ASSETS.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER's LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ BUYER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “"AS IS, WHERE IS, WITH ALL FAULTS”", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO THE CITY SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER's INVESTIGATIONS, AND EXCEPT PURSUANT TO THIS AGREEMENT BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITY’S SELLER's OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITY’S SELLER's OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER AND SELLER SHALL NOT BE LIABLE TO BUYER FOR SUCH CLEAN-UP, REMOVAL OR REMEDIATION. AS PART OF THE PROVISIONS OF THIS SECTION 9.2, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND BUYER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OF REGULATIONS.

Disclaimers. NOTWITHSTANDING EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OTHER PROVISION CONTAINED HEREINDOCUMENT DELIVERED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING. ▇▇▇▇▇ EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE UPON CLOSING, BUYER PURCHASER SHALL TAKE THE PROPERTY SUBJECT TO THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER AND SELLER SHALL NOT BE LIABLE TO PURCHASER FOR SUCH CLEAN-UP, REMOVAL OR REMEDIATION. AS PART OF THE PROVISIONS OF THIS SECTION 9.2, BUT NOT AS A LIMITATION THEREON, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND PURCHASER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OR REGULATIONS, INCLUDING WITHOUT LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN10.5.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY ONCOMED MAKES NO REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYONCOMED LICENSED PATENTS, INCLUDING, BUT NOT LIMITED TOONCOMED LICENSED KNOW-HOW, ANY ONCOMED CONFIDENTIAL INFORMATION, OR ANY LICENSE GRANTED BY ONCOMED HEREUNDER, OR WITH RESPECT TO ANY COLLABORATION COMPOUNDS OR PRODUCTS. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE ONCOMED LICENSED PATENTS ARE VALID OR ENFORCEABLE OR THAT USE OF THE ONCOMED LICENSED PATENTS AND ONCOMED LICENSED KNOW-HOW CONTEMPLATED HEREUNDER DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 10.5.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GSK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR REPRESENTATIONS AS TO HABITABILITYIMPLIED, MERCHANTABILITY, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED PURPOSE WITH RESPECT TO THE PROPERTY) MADE ANY GSK CONFIDENTIAL INFORMATION OR FURNISHED ANY LICENSE GRANTED BY THE CITYGSK HEREUNDER, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, WITH RESPECT TO WHOMEVER MADE ANY GSK DEVELOPMENT COMPOUNDS OR GIVEN, DIRECTLY PRODUCTS. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY WARRANTY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS USE OF THE PROPERTY, INCLUDING BUT GSK CONFIDENTIAL INFORMATION CONTEMPLATED HEREUNDER DOES NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST INFRINGE ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYTHIRD PARTY.

Disclaimers. NOTWITHSTANDING TALL OAK DOES NOT MAKE ANY, AND TALL OAK ON BEHALF OF ITSELF AND OTHER MEMBERS OF THE TALL OAK GROUP, HEREBY EXPRESSLY DISCLAIMS ANY OTHER PROVISION CONTAINED HEREINAND ALL, IT IS UNDERSTOOD REPRESENTATIONS AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE WARRANTIES, EXPRESS, IMPLIED OR STATUTORY (INCLUDING ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR OTHER WARRANTIES WHATSOEVER), TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT WITH RESPECT TO THE PERFORMANCE OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE RESULTS OF THE PROPERTY WITH LAWSSERVICES. ▇▇▇▇▇ ADDITIONALLY, TALL OAK HEREBY EXPRESSLY DISCLAIMS, ON BEHALF OF ITSELF AND OTHER MEMBERS OF TALL OAK GROUP, AND THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGTALL OAK GROUP, THE CITY SHALL SELL BE FREE FROM, ALL LIABILITY AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BYRESPONSIBILITY FOR, ANY EXPRESS OR IMPLIED WARRANTIESREPRESENTATION, GUARANTIESWARRANTY, STATEMENTS, REPRESENTATIONS, STATEMENT OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) SERVICES THAT IS MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, COMMUNICATED (ORALLY OR IN WRITING. BUYER REPRESENTS ) TO THE CITY BUYER (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED MAY HAVE BEEN PROVIDED TO THE PHYSICAL BUYER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF TALL OAK OR ANY OF TALL OAK’S AFFILIATES OR BY ANY THIRD PARTY CONTRACTORS, SUBCONTRACTORS, VENDORS AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORTOTHER PERSONS PERFORMING SERVICES HEREUNDER), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) EXCEPT FOR ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYSUCH PERSONS.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS DELIVERED BY SELLER, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER'S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “"AS IS, WHERE IS, WITH ALL FAULTS”", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM WILL RELY SOLELY UPON SAME AND AGAINST NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND ALL CLAIMS, DEMANDS, CAUSES COVENANTS OF ACTION (INCLUDING CAUSES OF ACTION SELLER AS ARE EXPRESSLY SET FORTH IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYTHIS AGREEMENT.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINYOUR RENTAL AND OPERATION OF THE VEHICLE IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT CABANA PROVIDES ONLY SECONDARY INSURANCE COVERAGE FOR YOUR OPERATION OR USE OF THE VEHICLE COVERING DAMAGE TO THIRD PARTIES ONLY AND THAT CABANA DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON YOU, IT BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE VEHICLE IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND OR CHARACTERKIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, CABANA EXPLICITLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLEOR NON-INFRINGEMENT, LEASINGAND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CABANA MAKES NO WARRANTY THAT THE VEHICLE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSSECURE, OR THE COMPLIANCE OF THE PROPERTY WITH LAWSERROR-FREE BASIS. ▇▇▇▇▇▇ ACKNOWLEDGES AND AGREES MAKES NO WARRANTY REGARDING THE QUALITY OF ANY VEHICLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CABANA OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU UNDERSTAND THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY ▇▇▇▇▇▇ IS NOT OBLIGATED TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”REVIEW OR INSPECT ANY VEHICLES. ▇▇▇▇▇▇ HAS NOT RELIED EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY RENTER OR OTHER THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR BOOKING OF AND USE OF ANY VEHICLE VIA THE SERVICES REMAINS WITH YOU. THE CABANA PARTIES WILL NOT RELY ONBE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM YOUR BOOKING, OR USE OF ANY VEHICLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE CITY CABANA PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS NOT LIABLE FOR FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL CABANA’S AGGREGATE LIABILITY ARISING OUT OF OR BOUND BY, IN CONNECTION WITH THIS AGREEMENT AND YOUR BOOKING OR USE OF ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO VEHICLE VIA THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYSERVICES, OR THE CITY’S OFFICERSUSE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID FOR BOOKINGS VIA THE SITE, EMPLOYEES, APPLICATION AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR SERVICES IN WRITING. BUYER REPRESENTS THE TWELVE (12) MONTH PERIOD PRIOR TO THE CITY THAT BUYER HAS CONDUCTEDEVENT GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100) IF NO SUCH PAYMENTS HAVE BEEN MADE, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION BASIS OF THE PROPERTYBARGAIN BETWEEN CABANA AND YOU. AT THE CLOSINGLIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, BUYER SHALL FRAUD OR INTENTIONAL MISCONDUCT OF CABANA OR THE OTHER CABANA PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE DEEMED TO HAVE WAIVEDEXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, RELINQUISHED AND RELEASED SOME JURISDICTIONS DO NOT ALLOW THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES EXCLUSION OR LIMITATION OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SO THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYABOVE LIMITATION MAY NOT APPLY TO YOU.

Disclaimers. NOTWITHSTANDING EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, THE ASSETS ARE TRANSFERRED "AS IS, WHERE IS", AND SELLER EXPRESSLY DISCLAIMS ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERNATURE, EXPRESS OR IMPLIED, AS TO LIABILITIES, OPERATIONS OF THE ASSETS, CONDITION, VALUE OR QUALITY OF THE ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ASSETS AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYASSETS, INCLUDINGOR ANY PART THEREOF, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSTHE WORKMANSHIP THEREOF, OR THE COMPLIANCE ABSENCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGANY DEFECTS THEREIN, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR WHETHER LATENT OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSPATENT, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED COMPLIANCE WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYENVIRONMENTAL REQUIREMENTS, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS APPLICABILITY OF THE PROPERTYANY GOVERNMENTAL REQUIREMENTS, INCLUDING BUT NOT LIMITED TO ANY ENVIRONMENTAL LAWS, OR WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE PHYSICAL AND ASSETS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS LAWS WITH RESPECT TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYASSETS.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND (a) MAYO HAS NOT AT MADE AND DOES NOT MAKE ANY TIME MADE ANY PROMISES, COVENANTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND NATURE, DIRECTLY OR CHARACTERINDIRECTLY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. (b) KNOW-HOW, TITLECONFIDENTIAL INFORMATION, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES LICENSED COPYRIGHTS AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY LICENSED SOFTWARE ARE PROVIDED “AS IS, WHERE IS, ,” “WITH ALL FAULTS”,” AND “WITH ALL DEFECTS,” AND COMPANY EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST MAYO FOR MISREPRESENTATION OR FOR BREACH OF PROMISE, GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND RELATING TO THE LICENSED PRODUCTS, KNOW-HOW, CONFIDENTIAL INFORMATION, LICENSED SOFTWARE OR LICENSED COPYRIGHTS. ▇▇▇▇▇ HAS NOT RELIED AND MAYO EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE, WITH RESPECT TO: THE SCOPE, VALIDITY OR ENFORCEABILITY OF THE LICENSED COPYRIGHT OR KNOW-HOW; OR THAT THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORTATION OF THE LICENSED PRODUCTS WILL NOT RELY ONINFRINGE OTHER INTELLECTUAL PROPERTY RIGHTS. NOTHING IN THIS AGREEMENT WILL BE CONSTRUED AS AN OBLIGATION FOR MAYO TO BRING, PROSECUTE OR DEFEND ACTIONS REGARDING THE LICENSED SOFTWARE OR LICENSED COPYRIGHTS OR KNOW-HOW. (c) COMPANY AGREES THAT MAYO AND THE CITY IS ITS AFFILIATES WILL NOT BE LIABLE FOR ANY LOSS OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED DAMAGE CAUSED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT RIGHTS GRANTED OR PATENT CONSTRUCTION DEFECTS PERFORMANCE MADE UNDER THIS AGREEMENT, WHETHER TO OR PHYSICAL CONDITIONS, VIOLATIONS BY COMPANY OR A THIRD PARTY. IN NO EVENT WILL MAYO’S LIABILITY OF ANY APPLICABLE LAWS AND KIND INCLUDE ANY AND ALL OTHER ACTSSPECIAL, OMISSIONSINDIRECT, EVENTSINCIDENTAL, CIRCUMSTANCES CONSEQUENTIAL OR MATTERS REGARDING PUNITIVE LOSSES OR DAMAGES, EVEN IF MAYO HAS BEEN ADVISED OF THE PROPERTYPOSSIBILITY OF SUCH DAMAGES, OR EXCEED THE TOTAL AMOUNT OF ROYALTIES WHICH HAVE ACTUALLY BEEN PAID TO MAYO BY COMPANY AS OF THE DATE OF FILING AN ACTION AGAINST MAYO WHICH RESULTS IN THE SETTLEMENT OR AWARD OF DAMAGES TO COMPANY.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS: IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUITY INTERESTS OR THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT LATENT, PATENT, PHYSICAL OR PATENT PHYSICAL ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE EQUITY INTERESTS, THE COMPANY, THE SUBSIDIARIES OR THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE EQUITY INTERESTS AND THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR THE CLOSING DOCUMENTS. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE EQUITY INTERESTS OR THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE EQUITY INTERESTS AND/OR PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE EQUITY INTERESTS AND PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE UPON CLOSING, BUYER SUBJECT TO THE CLOSING DOCUMENTS, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (SELLER AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) ALL OTHER SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND (INCLUDING, WITHOUT LIMITATION, ANY AND ALL ENVIRONMENTAL LAWS). SUBJECT TO THE PRECEDING SENTENCE, PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ACTSENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, OMISSIONSPURCHASER HEREBY WAIVES ANY RIGHT TO PURSUE ANY ACTION AGAINST SELLER WITH RESPECT TO SUCH CLEAN-UP, EVENTSREMOVAL OR REMEDIATION. By initialing below, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPurchaser acknowledges that (a) this Section 8.2 has been read and fully understood, (b) Purchaser has had the chance to ask questions of its counsel about its meaning and significance, and (c) Purchaser has accepted and agreed to the terms set forth in this Section 8.2.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYOPERATOR OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROPERTY BUT WITHOUT WAIVER OF PURCHASER’S RIGHTS TO RELY ON AND OTHERWISE WITH RESPECT TO REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER AND SELLER SHALL NOT BE LIABLE TO PURCHASER FOR SUCH CLEAN-UP, REMOVAL OR REMEDIATION. AS PART OF THE PROVISIONS OF THIS SECTION 9.2, BUT NOT AS A LIMITATION THEREON, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND PURCHASER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OF REGULATIONS.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINYOU AGREE THAT YOUR USE OF GEOTRUST’S SERVICE(S) IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL SUCH SERVICES ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE BASIS, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. GEOTRUST EXPRESSLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ENVIRONMENTAL CONDITION THEREOFNON-INFRINGEMENT. OTHER THAN THE WARRANTIES AS SET FORTH IN SECTION 9, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF GEOTRUST DOES NOT MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIRMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES GEOTRUST MAKE ANY WARRANTY AS TO THE CONDITION RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROPERTY. AT SERVICE OR TO THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. YOU UNDERSTAND AND EVERY KIND AGREE THAT ANY MATERIAL AND/OR CHARACTERDATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF GEOTRUST’S SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. NO ADVICE OR INFORMATION, KNOWN WHETHER ORAL OR UNKNOWNWRITTEN, WHICH BUYER MIGHT OBTAINED BY YOU FROM GEOTRUST OR THROUGH GEOTRUST’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. GEOTRUST IS NOT RESPONSIBLE FOR AND SHALL HAVE ASSERTED NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME SERVICES PURCHASED BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYYOU FROM A THIRD PARTY.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYMAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY EACH LOOKOUT SERVICE IS PROVIDED ON AN “AS IS, WHERE IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED FAULTS AND WILL NOT RELY ONWITHOUT WARRANTY OF ANY KIND, AND THE CITY IS NOT LIABLE FOR EACH LOOKOUT ENTITY DISCLAIMS ANY AND ALL WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTYOTHERWISE), INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE PHYSICAL FOREGOING, THE LOOKOUT ENTITIES (AND ENVIRONMENTAL CONDITION THEREOFEACH OF THEM) DO NOT REPRESENT, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS WARRANT OR GUARANTEE THAT ANY LOOKOUT SERVICE (INCLUDING ANY CONTENT, DATA, RESULTS, INFORMATION OR OUTPUT THEREIN OR OBTAINED THEREFROM): (A) WILL BE ACCURATE, COMPLETE, TIMELY, CURRENT, SECURE (INCLUDING FROM UNAUTHORIZED ACCESS), RELIABLE, UNINTERRUPTED, ERROR-FREE OR MAINTAINED WITHOUT LOSS OR (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU AGREE THAT, TO THE CONDITION OF MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, LOOKOUT AND THE PROPERTY. AT THE CLOSING, BUYER SHALL OTHER LOOKOUT ENTITIES WILL NOT BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST LIABLE IN WHOLE OR IN PART FOR ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND LOSS OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR INJURY ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS CAUSED BY YOUR USE OF A LOOKOUT SERVICE OR PHYSICAL CONDITIONSTHE CONTENT, VIOLATIONS DATA, RESULTS, INFORMATION OR OUTPUT THEREIN OR OBTAINED THEREFROM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF ANY IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE LAWS STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE DISCLAIMERS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYEXCLUSIONS MAY NOT APPLY TO YOU.

Disclaimers. NOTWITHSTANDING EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE INSTRUMENTS, DOCUMENTS AND AGREEMENTS REFERRED TO HEREIN OR EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY: (a) NEITHER SELLER NOR ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT MEMBER OF THE CITY IS NOT MAKING AND HAS NOT AT BP GROUP MAKES ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERNATURE, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO ITSELF, THE PROPERTYBUSINESS, INCLUDINGTHE REFINERY, BUT NOT LIMITED TOTHE PURCHASED ASSETS, THE ASSUMED LIABILITIES OR ANY PORTION THEREOF, AND SELLER AND THE OTHER MEMBERS OF THE BP GROUP EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR ORDINARY PURPOSE OR ANY REPRESENTATION OR WARRANTY AS TO VALUE; (b) THE PURCHASED ASSETS, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR INCLUDING THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES BUSINESS AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY ANY OTHER ASSETS TRANSFERRED TO BUYER PURSUANT TO THE TERMS AND BUYER SHALL ACCEPT THE PROPERTY “CONDITIONS OF THIS AGREEMENT ARE BEING TRANSFERRED "AS IS, WHERE IS, IS"AND "WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED " AND WILL NOT BUYER SHALL RELY ON, AND UPON ITS OWN EXAMINATION THEREOF; (c) NEITHER SELLER NOR ANY OTHER MEMBER OF THE CITY IS NOT LIABLE FOR BP GROUP MAKES ANY REPRESENTATIONS OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WARRANTIES WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT BUSINESS, INCLUDING ANY OF THE CLOSINGPURCHASED ASSETS, BUYER SHALL BE DEEMED TO HAVE WAIVEDTHE MERCHANTABILITY OF THE BUSINESS, RELINQUISHED INCLUDING THE PURCHASED ASSETS, THE FITNESS OF ANY ASSETS FOR ANY PURPOSE OR THE ASSIGNABILITY, COMPLETENESS OR CONTIGUITY OF PIPELINE RIGHTS OF WAY, PERMITS, LICENSES AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEESOTHER PROPERTY RIGHTS, AND AGENTS) FROM SELLER AND AGAINST THE OTHER MEMBERS OF THE BP GROUP EXPRESSLY DISCLAIM ANY AND ALL CLAIMSSUCH REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE; (d) BUYER EXPRESSLY ACKNOWLEDGES THAT NONE OF SELLER, DEMANDSANY OTHER MEMBER OF THE BP GROUP OR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, CAUSES EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE ACCURACY OR COMPLETENESS OF ACTION ANY INFORMATION REGARDING THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE SCHEDULES HERETO, AND BUYER FURTHER AGREES THAT NONE OF SELLER, ANY OTHER MEMBER OF THE BP GROUP OR ANY OTHER PERSON SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, OR BUYER'S USE OF, ANY SUCH INFORMATION, INCLUDING THE CONFIDENTIAL INFORMATION MEMORANDUM, DATED AS OF FEBRUARY 2001 (THE "OFFERING MEMORANDUM"), AND ANY INFORMATION, DOCUMENT OR MATERIAL MADE AVAILABLE TO BUYER IN CERTAIN "DATA ROOMS," MANAGEMENT PRESENTATIONS OR ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; AND (e) BUYER EXPRESSLY ACKNOWLEDGES THE DISCLAIMERS OF SELLER AND THE OTHER MEMBERS OF THE BP GROUP, INCLUDING (I) THOSE SET FORTH IN SECTIONS 8(a), 8(b), 8(c) AND 8(d) ABOVE AND (II) THAT THERE ARE UNCERTAINTIES INHERENT IN ANY ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS PROVIDED BY SELLER AND OTHER MEMBERS OF THE BP GROUP TO BUYER, INCLUDING ANY SUCH INFORMATION CONTAINED IN THE OFFERING MEMORANDUM, THAT BUYER IS AWARE OF AND FAMILIAR WITH SUCH UNCERTAINTIES AND THAT BUYER TAKES FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ANY SUCH ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING CAUSES THE REASONABLENESS OF ACTION THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS) IN TORT)CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ACCORDINGLY, LOSSESNEITHER SELLER NOR ANY OTHER MEMBER OF THE BP GROUP MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH ESTIMATES, DAMAGES, LIABILITIES, COSTS PROJECTIONS AND EXPENSES OTHER FORECASTS AND PLANS (INCLUDING ATTORNEYS' FEES THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND COURT COSTS) FORECASTS). BUYER ACKNOWLEDGES THAT IT HAS HAD SUFFICIENT OPPORTUNITY TO MAKE WHATEVER INVESTIGATION IT HAS DEEMED NECESSARY AND ADVISABLE FOR PURPOSES OF ANY AND EVERY KIND DETERMINING WHETHER OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYNOT TO ENTER INTO THIS AGREEMENT.

Disclaimers. NOTWITHSTANDING (a) AS A MATERIAL INDUCEMENT TO SELLER TO ENTER INTO THIS AGREEMENT AND TO SELL THE PROPERTY TO PURCHASER, PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT; (i) PURCHASER IS PURCHASING THE PROPERTY IN “AS IS, WHERE IS CONDITION, WITH ALL FAULTS”; (ii) PURCHASER IS PURCHASING THE PROPERTY SUBJECT TO ALL EXISTING LAWS, STATUTES, ORDINANCES, CODES, RULES AND REGULATIONS, AND PURCHASER SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL CONNECTION CHARGES, PRO RATA FEES, DEVELOPER LIABILITY PAYMENTS AND LIKE CHARGES, FEES AND PAYMENTS REQUIRED IN CONNECTION WITH THE UTILIZATION OF UTILITIES, ROADS OR OTHER SIMILAR IMPROVEMENTS TO SERVE THE PROPERTY AND/OR ANY OTHER PROVISION IMPROVEMENTS EXISTING OR HEREAFTER CONSTRUCTED OR PLACED THEREON; (HI) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND EXCEPT FOR THE SPECIAL WARRANTY OF TITLE CONTAINED HEREININ THE DEED, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND NEITHER SELLER NOR ANY PARTY REPRESENTING SELLER HAS NOT AT ANY TIME MADE ANY WARRANTIES WARRANTY OR REPRESENTATIONS OF ANY KIND OR CHARACTERREPRESENTATION TO PURCHASER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO CONCERNING HABITABILITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEWORKMANSHIP, TITLEENVIRONMENTAL CONDITIONS, LEASINGINCOME TO BE DERIVED FROM THE PROPERTY, EXPENSES TO BE INCURRED IN CONNECTION WITH THE PROPERTY, ZONING, TAX CONSEQUENCESBUILDING CODE, LATENT PLATTING, SUBDIVISION, ACCESS, AVAILABILITY OF UTILITIES OR PATENT PHYSICAL CONDITIONCOMPLIANCE WITH ANY LAWS, UTILITIESSTATUTES, OPERATING HISTORY ORDINANCES, CODES, RULES OR PROJECTIONSREGULATIONS; AND (IV) EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE DEED, VALUATIONPURCHASER WILL NOT RELY ON ANY WARRANTY OR REPRESENTATION, GOVERNMENTAL APPROVALSEXPRESS OR IMPLIED, ORAL OR THE COMPLIANCE WRITTEN, OF SELLER OR ANY PARTY REPRESENTING SELLER BUT INSTEAD WILL RELY ON PURCHASER’S AND ANY CONSULTANT(S)’ INSPECTIONS, TESTS, SURVEYS, PROCEDURES AND INVESTIGATIONS OF THE PROPERTY WITH LAWSPROPERTY. ▇▇▇▇▇ PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGANY REPORTS, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS ISAUDITS, WHERE ISASSESSMENTS, STUDIES OR OTHER INFORMATION WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR RESPECT OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO FURNISHED TO PURCHASER BY SELLER (INCLUDING SPECIFICALLYINCLUDING, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT ANY ENVIRONMENTAL REPORTS AND ANY ENGINEERING REPORTS) OR BY ANY PARTY REPRESENTING SELLER HAVE BEEN PROVIDED BY SELLER TO PURCHASER WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ORAL OR WRITTEN, CONCERNING THE PROPERTY) MADE OR FURNISHED BY THE CITY, ADEQUACY OR THE CITYACCURACY THEREOF AND THAT PURCHASER WILL NOT RELY THEREON BUT INSTEAD WILL RELY ON PURCHASER’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO ON THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH APPLICABLE CONSULTANT(S)’ INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED PROPERTY TO DETERMINE WHETHER THE PHYSICAL PROPERTY IS IN A CONDITION . SATISFACTORY TO PURCHASER AND ENVIRONMENTAL CONDITION THEREOFWHETHER THE PROPERTY IS SUITABLE FOR PURCHASER’S INTENDED USE. The deed conveying the property to Purchaser at Closing shall contain a provision substantially identical to that which is set forth above. (b) IF THIS AGREEMENT IS CLOSED, AS BUYER DEEMS NECESSARY A MATERIAL INDUCEMENT TO SATISFY ITSELF AS SELLER TO SELL THE PROPERTY TO PURCHASER, PURCHASER AGREES THAT: (i) PURCHASER IS EXPRESSLY ASSUMING ALL RISKS, DUTIES AND OBLIGATIONS ARISING OR RESULTING FROM THE EXISTENCE OF ANY ADVERSE CONDITION OF IN, ON, UNDER OR ABOUT THE PROPERTY. AT ; AND (ii) EXCEPT IN THE CLOSINGINSTANCE OF FRAUD, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED PURCHASER HEREBY RELEASES SELLER AND RELEASED THE CITY (AND CITYSELLER’S OFFICERS, EMPLOYEES, AGENTS AND AGENTS) CONTRACTORS FROM ALL RESPONSIBILITY AND AGAINST LIABILITY FOR ANY AND ALL COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, ATTORNEYS’ DISBURSEMENTS AND COURT COSTS), DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGESACTION, LIABILITIES, COSTS LIENS, ENCUMBRANCES, PENALTIES, FINES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) CHARGES, REGARDLESS OF WHETHER ANY AND EVERY KIND OF SUCH CLAIMS, CAUSES OF ACTIONS OR CHARACTER, KNOWN OTHER MATTERS ARE FOUNDED IN WHOLE OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED IN PART UPON THE ALLEGED OR ALLEGED AGAINST THE CITY (AND CITYACTUAL NEGLIGENCE OR STRICT LIABILITY OF SELLER OR SELLER’S OFFICERS, EMPLOYEES, AGENTS AND AGENTSCONTRACTORS, ARISING OR RESULTING FROM OR PERTAINING IN ANY WAY TO THE CONDITION, VALUATION OR UTILITY OF THE PROPERTY OTHER THAN THOSE (IF ANY) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS THE WARRANTIES AND ANY REPRESENTATIONS CONTAINED IN THIS AGREEMENT BEING INCORRECT. PURCHASER AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING SELLER AGREE THAT THE PROPERTYPROVISIONS OF THIS SECTION 7.12 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.

Disclaimers. NOTWITHSTANDING THE PROGRAM, YOUR RADICAL SITE URL AND YOUR RADICAL SITE AND ALL OTHER MATERIALS PROVIDED TO YOU BY US IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT OF OUR SERVICE PROVIDERS MAKE ANY TIME MADE ANY WARRANTIES REPRESENTATION OR REPRESENTATIONS WARRANTY OF ANY KIND OR CHARACTERKIND, EXPRESS OR WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PROPERTYSERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, INCLUDINGWE AND OUR SERVICE PROVIDERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, BUT NOT LIMITED TOINCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITYSATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ONNON-INFRINGEMENT, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEESQUIET ENJOYMENT, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR WARRANTIES ARISING OUT OF ANY LATENT COURSE OF DEALING, PERFORMANCE, OR PATENT CONSTRUCTION DEFECTS TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR PHYSICAL CONDITIONSMAY CHANGE THE NATURE, VIOLATIONS FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY APPLICABLE LAWS SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY AND ALL OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER ACTSINFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, OMISSIONSNEITHER WE NOR ANY OF OUR SERVICE PROVIDERS WILL BE RESPONSIBLE FOR ANY COMPENSATION, EVENTSREIMBURSEMENT, CIRCUMSTANCES OR MATTERS REGARDING DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROPERTYPROGRAM, OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

Disclaimers. NOTWITHSTANDING ANY YOU AGREE THAT YOUR USE OF APPLE IST CERTIFICATES OR APPLE CRLS IS SOLELY AT YOUR OWN RISK. YOU ARE HEREBY NOTIFIED OF THE POSSIBILITY OF THEFT OR OTHER PROVISION FORM OF COMPROMISE OF A PRIVATE KEY CORRESPONDING TO A PUBLIC KEY CONTAINED HEREININ AN IST CERTIFICATE, IT IS UNDERSTOOD WHICH MAY OR MAY NOT BE DETECTED, AND AGREED OF THE POSSIBILITY THAT A STOLEN OR COMPROMISED KEY MAY BE USED TO FORGE A DIGITAL SIGNATURE TO A DOCUMENT. YOU AGREE THAT THE CITY IS NOT MAKING IST CERTIFICATES AND HAS NOT AT ANY TIME MADE ANY APPLE CRLS ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. APPLE EXPRESSLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ENVIRONMENTAL CONDITION THEREOFNON-INFRINGEMENT. APPLE DOES NOT MAKE ANY WARRANTY THAT THE IST CERTIFICATES OR APPLE CRLS WILL MEET YOUR REQUIRMENTS, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF OR THAT THEY WILL BE ERROR FREE; NOR DOES APPLE MAKE ANY WARRANTY AS TO THE CONDITION RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROPERTY. AT IST CERTIFICATES OR APPLE CRLS, OR TO THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THEIR USE. YOU UNDERSTAND AND EVERY KIND AGREE THAT ANY MATERIAL AND/OR CHARACTERDATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF APPLE IST CERTIFICATES OR APPLE CRLS IS DONE AT YOUR OWN DISCRETION AND RISK. NO ADVICE OR INFORMATION, KNOWN WHETHER ORAL OR UNKNOWNWRITTEN, WHICH BUYER MIGHT HAVE ASSERTED OBTAINED BY YOU FROM APPLE OR ALLEGED AGAINST THROUGH APPLE IST CERTIFICATES OR APPLE CRLS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. TO THE CITY (AND CITY’S OFFICERSEXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON SOME OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Disclaimers. NOTWITHSTANDING a. THE PLATFORM (INCLUDING ALL ITS COMPONENTS) AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE PLATFORM ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”. b. COMPANY AND ITS REPRESENTATIVES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE PLATFORM. NEITHER COMPANY NOR ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT OF ITS AFFILIATES GUARANTEES OR PROMISES ANY RESULTS FROM THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS USE OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYPLATFORM, INCLUDING, BUT NOT LIMITED TO, RELATED SOFTWARE. NEITHER COMPANY NOR ANY OF ITS AFFILIATES REPRESENTS OR WARRANTS THAT ANY CONTENT, SERVICES, PLATFORM, OR SOFTWARE FOUND WITHIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR SOFTWARE AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND REMOVE VIRUSES AND OTHER HARMFUL COMPONENTS. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS SOMEHOW ATTRIBUTED TO ANY CONTENT, SERVICES, PLATFORM AND RELATED SOFTWARE IS DISCLAIMED. c. NEITHER COMPANY NOR ITS AFFILIATES MAKES ANY PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR REPRESENTATIONS AS TO HABITABILITYIMPLIED) REGARDING THE PLATFORM (INCLUDING ALL ITS COMPONENTS), MERCHANTABILITYANY CONTENT, FITNESS FOR A PARTICULAR PURPOSEOR ANY EXTERNAL SERVICES. WITHOUT LIMITATION, TITLENEITHER COMPANY NOR ANY OF ITS AFFILIATES WARRANTS THAT: 1) YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, LEASINGTIMELY, ZONING, TAX CONSEQUENCES, LATENT SECURE OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSERROR-FREE, 2) ANY PLATFORM DEFECTS WILL BE CORRECTED, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BYPLATFORM, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYCONTENT, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR GIVEN, DIRECTLY WILL BE FREE OF VIRUSES OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS OTHER HARMFUL COMPONENTS, 3) ANY TRANSMISSION OF CONTENT UPLOADED TO THE CITY THAT BUYER HAS CONDUCTED, PLATFORM WILL BE SECURE OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS ANY ELEMENTS OF THE PROPERTYPLATFORM DESIGNED TO PREVENT UNAUTHORIZED ACCESS, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION SHARING OR DOWNLOAD OF THE PROPERTY. AT THE CLOSING, BUYER SHALL CONTENT WILL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST EFFECTIVE IN ANY AND ALL CLAIMS, DEMANDS, CAUSES CASES, 4) YOUR USE OF ACTION (INCLUDING CAUSES THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, 5) THE QUALITY OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS THE PLATFORM AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTSRESULTS OF YOUR INTERACTION WITH THE PLATFORM WILL MEET YOUR EXPECTATIONS OR NEEDS, 6) COMPANY WILL CONTINUE TO PROVIDE OR SUPPORT ANY PARTICULAR OPPORTUNITY OR FEATURE OF THE PLATFORM, e. WHERE THE LAW OF ANY AND EVERY KIND JURISDICTION LIMITS OR CHARACTERPROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT THAT THE LAW OF OR ARISING OUT SUCH JURISDICTION APPLIES TO THESE TERMS OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYUSE.

Disclaimers. NOTWITHSTANDING (a) Except as expressly stated in this Agreement, LICENSORS HAVE NOT MADE AND DO NOT MAKE ANY OTHER PROVISION CONTAINED HEREINPROMISES, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY COVENANTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND NATURE, DIRECTLY OR CHARACTERINDIRECTLY, EXPRESS EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE PROPERTYINCLUDING WITHOUT LIMITATION, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES MERCHANTABILITY OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLESUITABILITY, LEASINGDURABILITY, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY QUALITY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE ANY OTHER CHARACTERISTIC OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES TECHNOLOGY OR CONFIDENTIAL INFORMATION. (b) TECHNOLOGY AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND COMPANY EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST OMRF FOR MISREPRESENTATION OR FOR BREACH OF PROMISE, WHERE ISGUARANTEE, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR REPRESENTATION OR BOUND BY, WARRANTY OF ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING KIND RELATING TO THE PROPERTY TECHNOLOGY OR RELATING THERETO (INCLUDING SPECIFICALLYCONFIDENTIAL INFORMATION. LICENSORS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, WITHOUT LIMITATIONUSAGE OR TRADE PRACTICE, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE SCOPE, VALIDITY OR FURNISHED BY ENFORCEABILITY OF THE CITYTECHNOLOGY AND CONFIDENTIAL INFORMATION, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTEDANY PATENT WILL ISSUE BASED UPON ANY PENDING PATENT APPLICATION, OR WILL CONDUCT PRIOR TO CLOSINGTHAT THE USE, SUCH INVESTIGATIONS SALE, OFFER FOR SALE OR IMPORTATION OF THE PROPERTYTECHNOLOGY OR LICENSED PRODUCTS WILL NOT INFRINGE OTHERS’ INTELLECTUAL PROPERTY RIGHTS. NOTHING IN THIS AGREEMENT WILL BE CONSTRUED AS AN OBLIGATION FOR LICENSORS TO BRING, INCLUDING BUT PROSECUTE OR DEFEND ACTIONS REGARDING THE TECHNOLOGY AND CONFIDENTIAL INFORMATION. (c) COMPANY AGREES THAT LICENSORS AND THEIR AFFILIATES WILL NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST LIABLE FOR ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND LOSS OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME DAMAGE CAUSED BY REASON OF OR ARISING OUT OF ANY LATENT RIGHTS GRANTED OR PATENT CONSTRUCTION DEFECTS PERFORMANCE MADE UNDER THIS AGREEMENT, WHETHER TO OR PHYSICAL CONDITIONSBY COMPANY, VIOLATIONS SUBLICENSEE OR A THIRD PARTY. IN NO EVENT WILL LICENSORS’ LIABILITY OF ANY APPLICABLE LAWS AND KIND INCLUDE ANY AND ALL OTHER ACTSSPECIAL, OMISSIONSINDIRECT, EVENTSINCIDENTAL, CIRCUMSTANCES CONSEQUENTIAL OR MATTERS REGARDING PUNITIVE LOSSES OR DAMAGES, EVEN IF LICENSORS HAVE BEEN ADVISED OF THE PROPERTYPOSSIBILITY OF SUCH DAMAGES, OR EXCEED THE TOTAL AMOUNT OF ROYALTIES THAT HAVE ACTUALLY BEEN PAID TO LICENSORS BY COMPANY AS OF THE DATE OF FILING AN ACTION AGAINST LICENSORS THAT RESULTS IN THE SETTLEMENT OR AWARD OF DAMAGES TO COMPANY.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITYMERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL CONDITIONENVIRONMENTAL CONDITION (INCLUDING, BUT NOT LIMITED TO, HAZARDOUS MATERIALS CONTAMINATION), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSINGWARRANTY OF TITLE TO BE SET FORTH IN THE DEED, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, PROFITABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY AND ANY ACTUAL OR PROPOSED BUDGETS FOR THE REAL PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER IS A SOPHISTICATED INSTITUTIONAL INVESTOR WITH SUBSTANTIAL EXPERIENCE AND EXPERTISE WITH INVESTMENT PROPERTIES AND HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS DELIVERED AT CLOSING. UPON CLOSING AND SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS DELIVERED AT THE CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS RELATING TO THE CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROPERTY EXCEPT FOR FRAUD AND OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR ANY AGREEMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER. The waivers and releases set forth in Sections 5.5(a) and 5.5(b) and in the immediately preceding paragraph include claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by Purchaser, would materially affect Purchaser’s waiver or release of Seller and the other parties referenced in this Section.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINYOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES ARE AT YOUR OWN RISK, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING SERVICE OFFERINGS ARE PROVIDED ON AN “AS IS” AND HAS NOT AT “AS AVAILABLE” BASIS, AND EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY TIME MADE ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND, EXPRESS OR WHETHER EXPRESS, IMPLIED, WITH RESPECT TO STATUTORY OR OTHERWISE REGARDING THE PROPERTYSERVICES OR THE THIRD-PARTY CONTENT; AND (B) DISCLAIM ALL WARRANTIES, INCLUDINGINCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, BUT NOT LIMITED TOCORRECTNESS, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYACCURACY, MERCHANTABILITYRELIABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSNON-INFRINGEMENT, OR QUIET ENJOYMENT; (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE; (III) THAT THE COMPLIANCE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR OTHERWISE MEET YOUR REQUIREMENTS; (IV) THAT THE SERVICES OR ANY CONTENT, SERVICES OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE PROPERTY ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, BUT WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT, OR ANY LINKED OR ASSOCIATED CONTENT WITH LAWSDIGITAL COLLECTIBLES, OR ANY DIGITAL COLLECTIBLES YOU INTERACT WITH WHEN USING OUR SERVICES OR OUR SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM SKY ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT INDEMNITEES (AS DEFINED BELOW) OR THROUGH THE CLOSINGSERVICES, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD ▇▇▇ ▇▇▇▇▇ HAS RESPONSIBLE FOR ANY BREACH OF SECURITY. ▇▇▇ ▇▇▇▇▇ SHALL NOT RELIED AND WILL NOT RELY ONBE RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, AND THE CITY ABNORMAL BEHAVIOR OR SOFTWARE (E.G. WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF DIGITAL COLLECTIBLES. ▇▇▇ ▇▇▇▇▇ IS NOT LIABLE RESPONSIBLE FOR LOSSES OR BOUND BY, ANY EXPRESS INJURY DUE TO LATE REPORTS BY DEVELOPERS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIVES (OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. NO REPORT AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTSALL) OF ANY AND EVERY KIND ISSUES WITH THE SUPPORTING BLOCKCHAINS FOR THE DIGITAL COLLECTIBLES, INCLUDING FORKS, TECHNICAL NODE ISSUES OR CHARACTER, KNOWN ANY OTHER ISSUES HAVING LOSSES OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYINJURY AS A RESULT.

Disclaimers. NOTWITHSTANDING THE SHARED SOFTWARE AND ASSIGNED IP ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. AARON’S AGREES THAT AARON’S USE OF THE SHARED SOFTWARE AND ASSIGNED IP IS AT AARON’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH BY THIS AGREEMENT, PROGRESSIVE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED STATUTORY OR OTHERWISE, CONCERNING THE PERFORMANCE OF THE SHARED SOFTWARE AND ASSIGNED IP, THE VALIDITY, ENFORCEABILITY AND SCOPE OF PROGRESSIVE’S INTELLECTUAL PROPERTY RIGHTS RELATED THERETO, THE ACCURACY, COMPLETENESS, SAFETY, USEFULNESS FOR ANY PURPOSE OR LIKELIHOOD OF SUCCESS (COMMERCIAL, REGULATORY OR OTHER) OF THE SOFTWARE AND ANY OTHER PROVISION CONTAINED HEREINTECHNICAL INFORMATION, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT TECHNIQUES, MATERIALS, METHODS, PRODUCTS, SERVICES, PROCESSES OR PRACTICES AT ANY TIME MADE ANY AVAILABLE BY PROGRESSIVE INCLUDING ALL IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERMERCHANTABILITY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITYQUALITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, TITLECOURSE OF PERFORMANCE, LEASINGUSAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ZONINGPROGRESSIVE SHALL HAVE NO LIABILITY WHATSOEVER TO AARON’S OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSLOSS, OR THE COMPLIANCE DAMAGE, OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGANY KIND OR NATURE, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND SUSTAINED BY, OR ANY EXPRESS DAMAGE ASSESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSASSERTED AGAINST, OR INFORMATION PERTAINING TO THE PROPERTY ANY OTHER LIABILITY INCURRED BY OR RELATING THERETO (INCLUDING SPECIFICALLYIMPOSED ON AARON’S OR ANY OTHER PERSON, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE USE AND PRACTICE OF THE SHARED SOFTWARE OR ASSIGNED IP, OR (B) THE USE OF OR ANY LATENT ERRORS OR PATENT CONSTRUCTION DEFECTS OMISSIONS IN ANY SOFTWARE OR PHYSICAL CONDITIONSANY TECHNICAL INFORMATION, VIOLATIONS TECHNIQUES, OR PROCEDURES OR PROCESSES DISCLOSED BY PROGRESSIVE. PROGRESSIVE DOES NOT WARRANT THAT THE SHARED SOFTWARE OR ASSIGNED IP WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY PROGRESSIVE, EXCEPT AS EXPRESSLY SPECIFIED IN ANY DOCUMENTATION THAT MAY BE PROVIDED, OR THAT THE OPERATION OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES THE SHARED SOFTWARE OR MATTERS REGARDING THE PROPERTYASSIGNED IP WILL BE UNINTERRUPTED OR ERROR-FREE.

Disclaimers. NOTWITHSTANDING THE WEBSITE AND APPLICATION, AND ALL OF THEIR MATERIALS, FEATURES AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER PROVISION CONTAINED HEREINWARRANTY OR CONDITION, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, (EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY) OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGCUSTOM, ZONINGTRADE, TAX CONSEQUENCESQUIET ENJOYMENT, LATENT SYSTEM INTEGRATION, FREEDOM FROM VIRUSES, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW. ADESA, ITS CONTRACTORS, AGENTS AND AFFILIATES MAKE NO REPRESENTATIONS WHATSOEVER THAT ANY AUTOMATED SYSTEM WILL OPERATE WITHOUT INTERRUPTION OR PATENT PHYSICAL CONDITIONTHAT IT WILL BE ERROR FREE. ADESA, UTILITIESITS CONTRACTORS, OPERATING HISTORY AGENTS AND AFFILIATES FURTHER MAKE NO REPRESENTATIONS WHATSOEVER AS TO: (A) ANY AUTOMATED SYSTEM WILL OPERATE WITHOUT INTERRUPTION OR PROJECTIONSTHAT IT WILL BE ERROR FREE. (A) THE WEBSITE OR APPLICATION; (B) THE MATERIALS ON OR PROVIDED THROUGH THE WEBSITE OR APPLICATION; (C) ANY DOWNLOADABLE ITEMS; (D) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE WEBSITE OR APPLICATION; (E) ANY PRODUCTS, VALUATION, GOVERNMENTAL APPROVALS, SERVICES OR INSTRUCTIONS OFFERED OF REFERENCED AT THE WEBSITE OR APPLICATION; AND (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM ADESA OR VIA THE WEBSITE OR APPLICATION.‌ ADESA DOES NOT REPRESENT OR WARRANT THAT ANY DEFECTS IN THE WEBSITE OR APPLICATION WILL BE CORRECTED; OR THAT THE WEBSITE OR APPLICATION OR THE COMPLIANCE OF SERVER THAT MAKES THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGWEBSITE OR APPLICATION AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLYINCLUDING, WITHOUT LIMITATION, PROPERTY VIRUSES OR OTHER MALWARE. ADESA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION PACKAGES DISTRIBUTED WITH RESPECT (INCLUDING ANY INSTRUCTIONS) ON THE WEBSITE OR APPLICATION IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. ADESA DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE OR APPLICATION IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND ADESA SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE PROPERTY) MADE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT. BY ACCESSING, USING OR FURNISHED BY DOWNLOADING THE CITYWEBSITE OR APPLICATION, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE WEBSITE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.APPLICATION.‌‌

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION (a) EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREININ ARTICLE 6 ABOVE, IT IS UNDERSTOOD AND AGREED THAT SELLER’S SPECIAL WARRANTY OF TITLE IN THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS ASSIGNMENT DOCUMENTS, THE PROPERTIES ARE BEING CONVEYED BY SELLER TO BUYER WITHOUT WARRANTY OF ANY KIND OR CHARACTERKIND, EXPRESS OR EXPRESS, IMPLIED, WITH RESPECT TO STATUTORY, COMMON LAW OR OTHERWISE, AND THE PROPERTYPARTIES HEREBY EXPRESSLY DISCLAIM, INCLUDING, BUT NOT LIMITED TO, WAIVE AND RELEASE ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, EXPRESS WARRANTY OF MERCHANTABILITY, CONDITION OR SAFETY AND ANY EXPRESSED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER ; AND BUYER SHALL ACCEPT ACCEPTS THE PROPERTY PROPERTIES, “AS IS, WHERE IS, WITH ALL FAULTS”. , WITHOUT RECOURSE.” ALL DESCRIPTIONS OF THE ▇▇▇▇▇ HAS NOT RELIED ▇, EQUIPMENT, FACILITIES, PERSONAL PROPERTY, FIXTURES AND WILL NOT RELY ONSTRUCTURES HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY SELLER HAVE BEEN AND SHALL BE FURNISHED SOLELY FOR BUYER’S CONVENIENCE, AND HAVE NOT CONSTITUTED AND SHALL NOT CONSTITUTE A REPRESENTATION OR WARRANTY OF ANY KIND BY SELLER. SELLER SHALL HAVE NO LIABILITY TO BUYER FOR ANY CLAIMS, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY, BY SUCH ▇▇▇▇▇, EQUIPMENT, FACILITIES, PERSONAL PROPERTY, FIXTURES AND STRUCTURES, BY ANY INADEQUACY THEREOF OR THEREWITH, ARISING IN STRICT LIABILITY OR OTHERWISE, OR IN ANY WAY ARISING OUT OF BUYER’S PURCHASE THEREOF. BUYER EXPRESSLY WAIVES THE CITY IS NOT LIABLE WARRANTY OF FITNESS AND THE WARRANTY AGAINST VICES AND DEFECTS, WHETHER APPARENT OR LATENT, IMPOSED BY ANY APPLICABLE STATE OR FEDERAL LAW. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS AGREEMENT ARE “CONSPICUOUS” FOR THE PURPOSES OF SUCH APPLICABLE LAW. (b) SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR BOUND BYEXPRESS WARRANTY AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO THE ACCURACY OF ANY OF THE INFORMATION FURNISHED WITH RESPECT TO THE EXISTENCE OR EXTENT OF RESERVES OR THE VALUE OF THE PROPERTIES BASED THEREON OR THE CONDITION OR STATE OF REPAIR OF ANY OF THE PROPERTIES; THIS DISCLAIMER AND DENIAL OF WARRANTY ALSO EXTENDS TO ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF WARRANTY AS TO THE CONDITION PRICES BUYER AND SELLER ARE OR WILL BE ENTITLED TO RECEIVE FROM PRODUCTION OF OIL, GAS OR OTHER SUBSTANCES FROM THE PROPERTYPROPERTIES, IT BEING ACKNOWLEDGED, AGREED AND EXPRESSLY UNDERSTOOD THAT ALL RESERVE, PRICE AND VALUE ESTIMATES UPON WHICH BUYER HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL AND INDEPENDENT EVALUATION OF BUYER. AT THE CLOSINGBUYER ALSO STIPULATES, BUYER SHALL BE DEEMED TO HAVE WAIVEDACKNOWLEDGES AND AGREES THAT RESERVE REPORTS ARE ONLY ESTIMATES OF PROJECTED FUTURE OIL AND/OR GAS VOLUMES, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, FUTURE FINDING COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES FUTURE OIL AND/ GAS SALES PRICES, ALL OF WHICH FACTORS ARE INHERENTLY IMPOSSIBLE TO PREDICT ACCURATELY EVEN WITH ALL AVAILABLE DATA AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYINFORMATION.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED EXCEPT AS EXPRESSLY PROVIDED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT NEITHER PARTY MAKES ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS WARRANTY OF ANY KIND OR CHARACTERKIND, EXPRESS OR WHETHER EXPRESS, IMPLIED, WITH RESPECT TO THE PROPERTYSTATUTORY OR OTHERWISE, INCLUDINGAND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, BUT NOT LIMITED TO, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGOR NON-INFRINGEMENT, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR TO THE COMPLIANCE OF THE PROPERTY WITH LAWSMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ▇▇▇▇▇ ACKNOWLEDGES CONTENT AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY BETA SERVICES ARE PROVIDED “AS IS, WHERE IS, WITH ,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL FAULTS”LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. ▇▇▇▇▇ HAS THE CONTENT IS PROVIDED TO THE USER FOR GENERAL INFORMATION ONLY. THE CONTENT IS NOT RELIED AND WILL NOT RELY ONNECESSARILY REFLECTIVE OF THE VIEWS OR POLICIES OF INHEALTH, AND SHALL NOT BE CONSTRUED AS LEGAL ADVICE OR A REASONABLE SUBSTITUTION FOR LAW. WE DO NOT ENDORSE THE CITY IS NOT LIABLE FOR OR BOUND BYQUALITY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSRELIABILITY, OR INFORMATION PERTAINING TO ACCURACY OF THE PROPERTY CONTENT, NOR ANY INDIVIDUALS OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED CORPORATIONS DESCRIBED HEREIN. YOU SHOULD USE YOUR OWN JUDGMENT IN MAKING USE OF ANY CONTENT AND ARE RESPONSIBLE FOR YOUR OWN RESEARCH AND DECISIONS. THE CONTENT DOES NOT REPLACE CONSULTATIONS WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSINGPROFESSIONAL ADVISORS, SUCH INVESTIGATIONS OF THE PROPERTYAS QUALIFIED LEGAL PROFESSIONALS, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFADJUSTERS, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSINGHEALTHCARE PROVIDERS, BUYER SHALL BE DEEMED TO HAVE WAIVEDMEDICAL ASSESSORS, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERSACCOUNTANTS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND AND/OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYENGINEERS.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITYMERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S SPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE SPECIAL WARRANTY DEED), ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL CONDITIONENVIRONMENTAL CONDITION (INCLUDING, BUT NOT LIMITED TO, HAZARDOUS MATERIALS CONTAMINATION), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ BUYER ACKNOWLEDGES AND AGREES THAT AT THE THAT, UPON CLOSING, THE CITY SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED .” BUYER AND WILL NOT RELY ON, SELLER AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 2 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THE CONTRACT AND THIS ADDENDUM AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS RECORDING OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYSPECIAL WARRANTY DEED HEREUNDER.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION: (A) THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND; AND (B) KNOWBE4 EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY THE IMPLIED WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. KNOWBE4 DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PRODUCTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSMARKETING, OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY KNOWBE4 OR KNOWBE4’S AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE COMPLIANCE SCOPE OF THE PROPERTY WITH LAWSEXPRESS WARRANTIES PROVIDED HEREIN. ▇▇▇▇▇ CUSTOMER ACKNOWLEDGES THAT COURSEWARE IS FOR GENERAL INFORMATION PURPOSES ONLY AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY KNOWBE4 IS NOT LIABLE A LAW FIRM, NOR DOES IT PROVIDE ANY PROFESSIONAL OR ADVISORY SERVICES. THE INFORMATION PRESENTED IS NOT LEGAL ADVICE AND IS NOT TO BE ACTED ON AS SUCH. THE PRODUCTS MAY CONTAIN THE TRADE NAMES OR TRADEMARKS OF VARIOUS THIRD PARTIES AND, IF SO, ANY SUCH USE IS FOR ILLUSTRATIVE AND EDUCATIONAL PURPOSES ONLY. ALL PRODUCT AND COMPANY NAMES ARE PROPERTY OF THEIR RESPECTIVE OWNERS. USE OR BOUND DISPLAY OF THE MARKS DOES NOT IMPLY ANY AFFILIATION WITH, ENDORSEMENT BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) ASSOCIATION OF ANY KIND BETWEEN SUCH THIRD PARTIES AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYKNOWBE4.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AT CLOSING. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY VERBALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AT CLOSING. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY. , AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AT THE CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, EXCEPT AS SET FORTH BELOW, PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT ANY REMEDY PROVIDED TO PURCHASER UNDER SECTION 6.3 OF THIS AGREEMENT OR UNDER ANY DOCUMENTS EXECUTED AT CLOSING, OR PRECLUDE PURCHASER FROM BRINGING A CLAIM AGAINST SELLER OR JOINING SELLER IN ANY ACTION BY A THIRD PARTY TO REMEDY THIRD PARTY CLAIMS RELATING TO MATTERS ACCRUING PRIOR TO CLOSING, AND IN ANY EVENT, SELLER SHALL REMAIN LIABLE FOR ALL CLAIMS OF THIRD PARTIES ACCRUING PRIOR TO THE CLOSING.

Disclaimers. NOTWITHSTANDING EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER PROVISION CONTAINED HEREINDOCUMENT OR INSTRUMENT DELIVERED PURSUANT TO SECTION 5.4, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE SPECIAL WARRANTY DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ BUYER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO THE CITY SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND BUYER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S OWNERS, MEMBERS, MANAGERS, PARTNERS, OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYANY OF SELLER’S OWNERS, MEMBERS, MANAGERS, PARTNERS, OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

Disclaimers. NOTWITHSTANDING SUBJECT TO SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 2 HEREOF, SUBLESSOR SUBLEASES AND SUBLESSEE EXPRESSLY AGREES TO TAKE THE AIRCRAFT "AS IS". EXCEPT AS SET FORTH IN SECTION 4.2(f) HEREOF SUBLESSOR MAKES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE NO -- AND SUBLESSEE HEREBY EXPRESSLY DISCLAIMS ANY-- REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS, VALUE, CONDITION, COMPLIANCE WITH SPECIFICATIONS, DESIGN, QUALITY, DURABILITY, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE AIRCRAFT, OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES REPRESENTATION OR REPRESENTATIONS OF ANY KIND OR CHARACTERWARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSAIRCRAFT, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES ANY PART THEREOF, IT BEING UNDERSTOOD THAT AT THE CLOSING, THE CITY SUBLESSOR SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR HAVE ANY RESPONSIBILITY OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED LIABILITY WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS ANY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL FOREGOING MATTERS AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND THAT ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) RISKS OF ANY AND EVERY KIND OR CHARACTERNATURE INCIDENT THERETO ARE TO BE BORNE BY SUBLESSEE. Sublessor agrees to and does hereby authorize Sublessee to exercise for the account of Sublessor such rights as Sublessor may have under any warranty, KNOWN OR UNKNOWNexpress or implied, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERSwith respect to the Aircraft made by the manufacturer of the Airframe, EMPLOYEESEngines or any Part thereof, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONSany subcontractor or supplier thereof, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTSor any other seller thereof, OMISSIONSand Sublessor agrees to exert its diligent efforts, EVENTSat Sublessee's expense, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYto enforce such rights as Sublessor may have with respect thereto for the benefit of Sublessee; provided, however, that upon an Event of Default and termination of this Sublease all such rights shall immediately revert to Sublessor.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINYOU AGREE THAT YOUR USE OF ESIGNTRUST'S SERVICE(S) IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND AS AVAILABLE BASIS, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. ESIGNTRUST EXPRESSLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ENVIRONMENTAL CONDITION THEREOFNON-INFRINGEMENT. OTHER THAN THE WARRANTIES AS SET FORTH IN SECTION 9, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF ESIGNTRUST DOES NOT MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIRMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES ESIGNTRUST MAKE ANY WARRANTY AS TO THE CONDITION RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROPERTY. AT SERVICE OR TO THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. YOU UNDERSTAND AND EVERY KIND AGREE THAT ANY MATERIAL AND/OR CHARACTERDATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ESIGNTRUST'S SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. NO ADVICE OR INFORMATION, KNOWN WHETHER ORAL OR UNKNOWNWRITTEN, WHICH BUYER MIGHT OBTAINED BY YOU FROM ESIGNTRUST OR THROUGH ESIGNTRUST'S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. ESIGNTRUST IS NOT RESPONSIBLE FOR AND SHALL HAVE ASSERTED NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME SERVICES PURCHASED BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYYOU FROM A THIRD PARTY.

Disclaimers. NOTWITHSTANDING ANY (a) THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, INCLUDING THE WARRANTY OF TITLE IN SECTION 7.13, (collectively, the “Seller’s Warranties”) ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER PROVISION CONTAINED HEREINREPRESENTATIONS AND WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES EXPRESS, IMPLIED, STATUTORY OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIEDOTHERWISE, WITH RESPECT TO SELLER, THE PROPERTYASSETS, INCLUDINGTHE TRANSACTION OR ANY OTHER MATTERS THAT ARE THE SUBJECT OF THE SELLER’S WARRANTIES. SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. (b) WITHOUT LIMITATION OF SECTION 7.26(a), BUT NOT LIMITED TOEXCEPT FOR SELLER’S WARRANTIES AND BUYER’S RIGHTS HEREUNDER, THE INTEREST IN THE ASSETS TO BE CONVEYED TO BUYER SHALL BE CONVEYED PURSUANT HERETO WITHOUT (i) ANY WARRANTIES REPRESENTATION OR REPRESENTATIONS AS WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO HABITABILITYTITLE TO THE ASSETS OR THE CONDITION, MERCHANTABILITYQUANTITY, QUALITY, EXISTENCE OF DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, TITLEOR MERCHANTABILITY OF ANY EQUIPMENT OR PROPERTY OR (ii) ANY OTHER EXPRESS, LEASINGIMPLIED, ZONINGSTATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. (c) EXCEPT FOR THE SELLER’S WARRANTIES, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGASSETS, THE CITY SHALL SELL AND CONVEY AND, SUBJECT TO BUYER AND BUYER’S EXPRESS RIGHTS UNDER THIS AGREEMENT, BUYER SHALL ACCEPT ALL OF THE PROPERTY SAME IN THEIR “AS IS”, “WHERE IS” CONDITION, “WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THE PURCHASE AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY VERBALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THE PURCHASE AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT. AT OTHER THAN WITH RESPECT TO SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, BUT EXCLUDING ANY CLAIMS BY PURCHASER AGAINST SELLER ARISING UNDER APPLICABLE LAW BASED ON ANY THIRD PARTY CLAIMS ASSERTED AGAINST PURCHASER; PROVIDED; HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT ANY REMEDY PROVIDED TO PURCHASER UNDER SECTION 6.3 OF THE PURCHASE AGREEMENT.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD EXCEPT FOR THE REPRESENTATIONS AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGSET FORTH IN THIS ARTICLE V, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY ACQUIRED ASSETS ARE SOLD “AS IS, WHERE IS” AND SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WITH EXPRESS OR IMPLIED, AS TO SELLER, THE LIABILITIES, OPERATIONS OF THE ACQUIRED ASSETS OR THE TRANSFERRED BUSINESS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V: SELLER EXPRESSLY DISCLAIMS ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED OTHER REPRESENTATIONS AND WILL NOT RELY ONWARRANTIES REGARDING LIABILITIES, OWNERSHIP, LEASE, MAINTENANCE, OR OPERATION OF THE ACQUIRED ASSETS AND THE CITY IS NOT LIABLE TRANSFERRED BUSINESS, THE TITLE, CONDITION, VALUE OR QUALITY OF THE ACQUIRED ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ACQUIRED ASSETS AND THE TRANSFERRED BUSINESS; AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY) MADE ACQUIRED ASSETS OR FURNISHED BY THE CITYTRANSFERRED BUSINESS, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE CITY’S OFFICERSABSENCE OF ANY DEFECTS THEREIN, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE WHETHER LATENT OR GIVEN, DIRECTLY PATENT OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, OR WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE ACQUIRED ASSETS OR THE TRANSFERRED BUSINESS. EXCEPT AS BUYER DEEMS NECESSARY OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS WITH RESPECT TO SATISFY ITSELF THE ACQUIRED ASSETS OR THE TRANSFERRED BUSINESS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS TO OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND REGARDING THE CONDITION OF THE PROPERTY. AT ACQUIRED ASSETS OR THE CLOSINGTRANSFERRED BUSINESS OR THE SUITABILITY OF THE ACQUIRED ASSETS AS A DISTRIBUTION FACILITY, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEESAS APPLICABLE, AND AGENTS) FROM AND AGAINST NO SCHEDULE TO THIS AGREEMENT, NOR ANY AND ALL CLAIMSOTHER MATERIAL OR INFORMATION PROVIDED, DEMANDSOR COMMUNICATION MADE, CAUSES BY SELLER OR ITS REPRESENTATIVES SHALL CONSTITUTE OR CREATE SUCH REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND THE ACQUIRED ASSETS OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYTRANSFERRED BUSINESS.

Disclaimers. NOTWITHSTANDING EXCEPT FOR THE EXPRESS LIMITED WARRANTY SPECIFIED ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND WE EXPRESSLY DISCLAIMS ANY AND ALL OTHER PROVISION CONTAINED HEREINWARRANTIES, IT IS UNDERSTOOD EXPRESSED OR IMPLIED (WHETHER ARISING BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. YOU ASSUME THE ENTIRE RISK AND AGREED RESPONSIBILITY AS TO PERFORMANCE AND FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR REQUIREMENTS OR INTENDED RESULTS AND OBJECTIVES, WHETHER OR NOT DISCLOSED TO US. WE MAKE NO REPRESENTATION AND GIVE NO WARRANTY THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES SOFTWARE WILL BE ERROR-FREE, VIRUS-FREE OR REPRESENTATIONS OF ANY KIND FREE FROM INTERRUPTIONS OR CHARACTEROTHER FAILURES. WE PROVIDE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT REGARD TO THIRD- PARTY COMPONENTS INCORPORATED INTO OR INTERACTING WITH THE PROPERTY, INCLUDING, BUT NOT LIMITED SOFTWARE. THE FOREGOING WARRANTY DISCLAIMERS ARE IN ADDITION TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BYIN REPLACEMENT OF, ANY EXPRESS OR IMPLIED WARRANTIESOTHER WARRANTY DISCLAIMER APPLYING TO OPEN SOURCE SOFTWARE AS PROVIDED IN APPLICABLE PUBLIC LICENSES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED WHICH DISCLAIMERS ARE INCORPORATED INTO THIS AGREEMENT BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, REFERENCE AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE ARE DEEMED TO HAVE WAIVED, RELINQUISHED APPLY TO YOU AND RELEASED EACH USER FOR THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY BENEFIT OF US AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION OPEN SOURCE SOFTWARE CONTRIBUTORS (INCLUDING CAUSES OF ACTION IN TORTAS APPLICABLE), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITYMERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S SPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE SPECIAL WARRANTY DEED), ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL CONDITIONENVIRONMENTAL CONDITION (INCLUDING, BUT NOT LIMITED TO, HAZARDOUS MATERIALS CONTAMINATION), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSINGSPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE SPECIAL WARRANTY DEED, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED .” PURCHASER AND WILL NOT RELY ON, SELLER AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 9 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS RECORDING OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYSPECIAL WARRANTY DEED HEREUNDER.

Disclaimers. NOTWITHSTANDING a) THE SITE, THE MATERIALS ON THE SITE, ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD PRODUCT OR SERVICE OBTAINED THROUGH THE SITE AND AGREED THAT THE CITY IS NOT MAKING SOFTWARE ARE PROVIDED “AS IS” AND HAS NOT AT ANY TIME MADE ANY WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND KIND, EITHER EXPRESS OR CHARACTERIMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Revela AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYOF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLEAND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, LEASINGCOURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, ZONINGso the above exclusions may not apply to you. Revela AND ITS AFFILIATES, TAX CONSEQUENCESLICENSORS, LATENT SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR PATENT PHYSICAL CONDITIONTHE SOFTWARE WILL BE UNINTERRUPTED, UTILITIESERROR-FREE OR SECURE, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSTHAT DEFECTS WILL BE CORRECTED, OR THAT THE COMPLIANCE SITE, THE SERVER(S) ON WHICH THE SITE IS HOSTED OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PROPERTY WITH LAWSSITE AND THE SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF Revela OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE, IN THE SOFTWARE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK. b) A possibility exists that the Site or Materials could include inaccuracies or errors, or information or materials that violate this Agreement. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Site or Materials. Although we attempt to ensure the integrity of the Site, we make no guarantees as to the Site’s completeness or correctness. In the event that a situation arises in which the Site’s completeness or correctness is in question, please contact us at ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇@▇▇▇▇▇▇.▇▇ HAS NOT RELIED AND WILL NOT RELY ONwith, AND THE CITY IS NOT LIABLE FOR OR BOUND BYif possible, ANY EXPRESS OR IMPLIED WARRANTIESa description of the material to be checked and the location (URL) where such material can be found on the Site, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITINGas well as information sufficient to enable us to contact you. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYWe will try to address your concerns as soon as reasonably practicable.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN(a) EXCEPT AS PROVIDED IN THIS ARTICLE 12, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERCONDITIONS (EXPRESS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE PROPERTYSUBJECT MATTER HEREOF. (b) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDINGNEITHER PARTY MAKES ANY PROMISES, BUT NOT LIMITED TOCOVENANTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY WARRANTIES NATURE, DIRECTLY OR REPRESENTATIONS AS TO HABITABILITYINDIRECTLY, MERCHANTABILITYEXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION IN THE CASE OF MAYO, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLESUITABILITY, LEASINGDURABILITY, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY QUALITY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE ANY OTHER CHARACTERISTIC OF THE PROPERTY WITH LAWSPATENT RIGHTS, KNOW-HOW OR CONFIDENTIAL INFORMATION. ▇▇▇▇▇ ACKNOWLEDGES SUBJECT TO THE TERMS, REPRESENTATIONS AND AGREES THAT AT THE CLOSINGWARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CITY SHALL SELL PATENT RIGHTS, KNOW-HOW AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS.” SUBJECT TO COMPANY’S RIGHTS AT LAW OR IN EQUITY TO SEEK REDRESS FOR ANY BREACH BY MAYO OF THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED BY MAYO IN THIS AGREEMENT, WHERE ISCOMPANY EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST MAYO FOR MISREPRESENTATION OR FOR BREACH OF GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND RELATING TO THE PATENT RIGHTS, KNOW-HOW OR CONFIDENTIAL INFORMATION. MAYO EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED RESPECT TO: THE SCOPE, VALIDITY OR ENFORCEABILITY OF THE PATENT RIGHTS, KNOW-HOW AND CONFIDENTIAL INFORMATION; THAT ANY PATENT WILL ISSUE BASED UPON ANY PENDING PATENT APPLICATION; OR THAT THE USE, SALE, OFFER FOR SALE OR IMPORTATION OF THE PATENT RIGHTS, KNOW-HOW OR MATERIALS WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING INFRINGE OTHER INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING MAYO’S OBLIGATIONS UNDER SECTION 9.3 ABOVE TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED COOPERATE WITH COMPANY WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS ENFORCEMENT OF THE PROPERTYPATENT RIGHTS, INCLUDING BUT NOT LIMITED NOTHING IN THIS AGREEMENT WILL BE CONSTRUED AS AN OBLIGATION FOR MAYO TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFBRING, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND PROSECUTE OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS DEFEND ACTIONS REGARDING THE PROPERTYPATENT RIGHTS, KNOW-HOW AND CONFIDENTIAL INFORMATION.

Disclaimers. NOTWITHSTANDING ANY THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND GEOPLIANT EXPRESSLY DISCLAIMS ALL OTHER PROVISION CONTAINED HEREINWARRANTIES, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIEDOTHERWISE, WITH RESPECT TO THE PROPERTYLICENSED SOFTWARE, INCLUDINGMEDIA AND ANY OTHER SERVICES AND MATERIALS PROVIDED TO THE CUSTOMER UNDER THIS AGREEMENT, BUT NOT LIMITED TOINCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITYQUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLENON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, LEASINGUSAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ZONINGGEOPLIANT PROVIDES NO WARRANTY OR UNDERTAKING, TAX CONSEQUENCESAND MAKES NO REPRESENTATION OF ANY KIND, LATENT WHETHER EXPRESS, IMPLIED, STATUTORY OR PATENT PHYSICAL CONDITIONOTHERWISE, UTILITIESTHAT THE LICENSED SOFTWARE WILL MEET THE CUSTOMER'S REQUIREMENTS, OPERATING HISTORY ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR PROJECTIONSWORK WITH ANY OTHER SOFTWARE, VALUATIONAPPLICATIONS, GOVERNMENTAL APPROVALSSYSTEMS OR SERVICES (EXCEPT AS EXPRESSLY SET FORTH IN THE MATERIALS), OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE. WITHOUT LIMITING THE COMPLIANCE GENERALITY OF THE FOREGOING, (I) WE HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY WITH LAWSRIGHTS; AND (II) WE DO NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR IMMATERIAL INTERRUPTION. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES YOU AGREE THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ GEOPLIANT HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED NO LIABILITY WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS YOUR USE OF THE PROPERTY, INCLUDING BUT NOT LIMITED SOFTWARE OR YOUR RELIANCE THEREON AND IN NO EVENT SHALL GEOPLIANT BE LIABLE FOR INCOMPLETE OR INACCURATE DATA CONTAINED IN THE SOFTWARE. YOU FURTHER AGREE TO HOLD GEOPLIANT HARMLESS FOR INCIDENTAL OR CONSEQUENTIAL OCCURENCES RESULTING FROM YOUR IMPROPER RELIANCE ON THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO DATA CONTAINED IN THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYSOFTWARE.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 OF THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN SECTION 5.1 OF THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY AND ANY ACTUAL OR PROPOSED BUDGETS FOR THE REAL PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER IS A SOPHISTICATED INSTITUTIONAL INVESTOR WITH SUBSTANTIAL EXPERIENCE AND EXPERTISE WITH INVESTMENT PROPERTIES AND HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS DELIVERED AT CLOSING. UPON CLOSING AND SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN SECTION 5.1 AND THE DOCUMENTS DELIVERED AT THE CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROPERTY EXCEPT FOR FRAUD AND OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR ANY AGREEMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER. The waivers and releases set forth in Sections 5.7(a) and (b) and in the immediately preceding paragraph include claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by Purchaser, would materially affect Purchaser’s waiver or release of Seller and the other parties referenced in this Section. Purchaser specifically waives the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR.” INITIALS: Purchaser

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD PURCHASER ACKNOWLEDGES AND AGREED AGREES THAT THE CITY IS NOT MAKING PROPERTY HAS BEEN SOLD AND CONVEYED TO PURCHASER AND PURCHASER HAS NOT AT ACCEPTED THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.1 OF THE PURCHASE AGREEMENT AND THE LIMITED WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED FROM SELLER TO PURCHASER, SELLER HEREBY EXPRESSLY DISCLAIMS ANY TIME MADE ANY AND ALL REPRESENTATIONS AND WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE OR ANY OTHER DISCLAIMER SET FORTH HEREIN, SELLER AND PURCHASER HEREBY AGREE THAT SELLER HAS NOT MADE AND IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO (A) THE NATURE OR CONDITION, PHYSICAL OR OTHERWISE, OF THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, (B) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE IMPROVEMENTS OR THE STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE IMPROVEMENTS, (C) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE IMPROVEMENTS, (D) THE SOIL CONDITIONS, DRAINAGE CONDITIONS, TOPOGRAPHICAL FEATURES, ACCESS TO PUBLIC RIGHTS-OF-WAY, AVAILABILITY OF UTILITIES OR OTHER CONDITIONS OR CIRCUMSTANCES WHICH AFFECT OR MAY AFFECT THE PROPERTY OR ANY USE TO WHICH PURCHASER MAY PUT THE PROPERTY, (E) ANY CONDITIONS AT OR WHICH AFFECT OR MAY AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENT POTENTIAL OR OTHERWISE, (F) THE AREA, SIZE, SHAPE, CONFIGURATION, LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES, VALUE, MAKE, MODEL, COMPOSITION, AUTHENTICITY OR AMOUNT OF THE PROPERTY OR ANY PART THEREOF, (G) EXCEPT FOR THE LIMITED WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED, THE NATURE OR EXTENT OF TITLE TO THE PROPERTY, OR ANY EASEMENT, RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONTRACT, CONDITION OR OTHERWISE THAT MAY AFFECT TITLE TO THE PROPERTY, (H) ANY ENVIRONMENTAL, GEOLOGICAL, METEOROLOGICAL, STRUCTURAL, OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ABSENCE OF ASBESTOS OR ANY WARRANTIES ENVIRONMENTALLY HAZARDOUS SUBSTANCE ON, IN, UNDER OR REPRESENTATIONS AS ADJACENT TO HABITABILITYTHE PROPERTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR (I) THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT OR THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT OPERATION OR USE OF THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSAPPLICABLE RESTRICTIVE COVENANTS, OR INFORMATION PERTAINING TO THE PROPERTY WITH ANY LAWS, ORDINANCES OR RELATING THERETO REGULATIONS OF ANY GOVERNMENTAL BODY (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE ANY ZONING LAWS OR FURNISHED BY THE CITYREGULATIONS, OR THE CITY’S OFFICERSANY BUILDING CODES, EMPLOYEESANY ENVIRONMENTAL LAWS, AND AGENTSTHE AMERICANS WITH DISABILITIES ACT OF 1990, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING42 U.S.C. 12101 ET SEQ. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO UPON CLOSING, SUCH INVESTIGATIONS OF PURCHASER SHALL ASSUME THE PROPERTYRISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO THE TO, VIOLATIONS OF ANY APPLICABLE LAWS, CONSTRUCTION DEFECTS, AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFCONDITIONS, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS), CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY WORK BE REQUIRED TO PUT THE PROPERTY IN COMPLIANCE WITH ANY APPLICABLE LAWS, OR SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH WORK, CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED (a) EXCEPT AS EXPRESSLY SET FORTH HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT NEITHER BIND NOR PFIZER MAKES ANY TIME MADE ANY WARRANTIES REPRESENTATION OR REPRESENTATIONS OF ANY KIND OR CHARACTERWARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF VALIDITY OR ENFORCEABILITY OF ANY PATENT RIGHTS, TITLE, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, PERFORMANCE, AND NONINFRINGEMENT OF ANY THIRD PARTY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. (b) Pfizer acknowledges that JHU has not warranted to BIND under the JHU Licensed Agreement as to the validity of any patents or that practice under such patents shall be free of infringement. PFIZER, ITS AFFILIATES AND ITS SUBLICENSEE(S) AGREE THAT THE JHU PATENTS WERE PROVIDED TO BIND “AS IS”, AND THAT JHU MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTYJHU PATENTS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS OR THE PERFORMANCE OF COVERED PRODUCT(S) INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY. JHU DISCLAIMED ALL WARRANTIES WITH REGARD TO PRODUCT(S) AND SERVICE(S) LICENSED UNDER THE JHU LICENSE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. JHU ADDITIONALLY DISCLAIMED ALL OBLIGATIONS AND LIABILITIES ON THE PART OF JHU AND INVENTORS FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF JHU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED UNDER THE JHU LICENSE AGREEMENT, EXCEPT TO THE EXTENT THAT SUCH OBLIGATIONS, LIABILITIES AND DAMAGES ARISE OUT OF JHU’S EXERCISE OF ITS RETAINED RIGHTS UNDER SECTION 7.8(b) OF THIS AGREEMENT. PFIZER, ITS AFFILIATES AND ITS SUBLICENSEE(S) ACKNOWLEDGE THAT JHU WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT AND/OR SERVICE MANUFACTURED, USED, OR SOLD BY PFIZER, ITS AFFILIATES AND ITS SUBLICENSEE(S) WHICH IS A COVERED PRODUCT. Nothing contained in the foregoing shall in any way limit BIND’s obligations or liabilities to Pfizer under this Agreement, and JHU’s disclaimer of warranty does not limit the representations or warranties made by BIND under this Agreement. (c) M.I.T., ▇▇▇▇▇▇▇, CMCC AND GIST MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE MIT PATENTS, EXPRESS OR REPRESENTATIONS AS TO HABITABILITYIMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLENONINFRINGEMENT, LEASINGVALIDITY OF PATENT RIGHTS CLAIMS, ZONINGWHETHER ISSUED OR PENDING, TAX CONSEQUENCES, AND THE ABSENCE OF LATENT OR PATENT PHYSICAL CONDITIONOTHER DEFECTS, UTILITIESWHETHER OR NOT DISCOVERABLE. Specifically, OPERATING HISTORY OR PROJECTIONSand not to limit the foregoing, VALUATIONM.I.T., GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING▇▇▇, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS ISCMCC and GIST make no warranty or representation (i) regarding the validity or scope of the MIT PATENTS, WHERE ISand (ii) that the exploitation of the MIT PATENTS or any product or process will not infringe any patents or other intellectual property rights of M.I.T., WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON▇▇▇, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYCMCC or GIST or of a third party.

Disclaimers. NOTWITHSTANDING TO THE FULLEST EXTENT ALLOWED BY LAW, (I) EXCEPT AS SET FORTH IN THE PURCHASE AGREEMENT, LICENSOR DOES NOT MAKE ANY OTHER PROVISION CONTAINED HEREINADDITIONAL WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, WHETHER EXPRESS OR IMPLIED, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER, ANY OF ITS AFFILIATES OR ANY OTHER PARTY WITH RESPECT TO THE PROPERTYLICENSOR TECHNOLOGY OR OTHERWISE REGARDING THIS AGREEMENT, INCLUDINGWHETHER ORAL OR WRITTEN, BUT NOT LIMITED TOEXPRESS, IMPLIED, OR STATUTORY; AND (II) THE LICENSOR TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE” INCLUDING WITH ALL FAULTS AND ERRORS AS MAY OCCUR THEREIN. WITHOUT LIMITING THE FOREGOING, ANY WARRANTIES WARRANTY, CONDITION, OR REPRESENTATIONS AS REPRESENTATION, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITH RESPECT TO HABITABILITYOPERABILITY, USE, ACCURACY, VALIDITY, MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT ARE EXPRESSLY EXCLUDED AND DISCLAIMED. LICENSOR DOES NOT WARRANT THAT THE LICENSOR TECHNOLOGY WILL MEET THE CUSTOMER’S REQUIREMENTS OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSEXPECTATIONS, OR THAT THE COMPLIANCE LICENSOR TECHNOLOGY WILL OPERATE UNINTERRUPTED OR ERROR-FREE. THE USE OF THE PROPERTY WITH LAWSLICENSOR TECHNOLOGY IS AT THE SOLE DISCRETION AND RISK OF THE CUSTOMER AND/OR ITS EMPLOYEES, AGENTS, SUBCONTRACTORS, SUCCESSORS, AND ASSIGNS. ▇▇▇▇▇ LICENSOR DOES NOT MAKE ANY WARRANTIES REGARDING THIRD PARTY SOFTWARE (INCLUDING OPEN SOURCE SOFTWARE). CUSTOMER ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGTERMS OF A THIRD PARTY SOFTWARE LICENSE MAY OVERRIDE SOME OF THE TERMS OF THIS AGREEMENT. Some states may not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to you. This Agreement gives Customer specific legal rights and obligations, and Customer may also have other legal rights or obligations which vary from state to state. CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE CITY SHALL SELL USE OF THE LICENSOR TECHNOLOGY AND CONVEY FOR CONCLUSIONS DRAWN FROM SUCH USE. CUSTOMER ACKNOWLEDGES THAT THE LICENSOR TECHNOLOGY WAS NOT DESIGNED TO BUYER CUSTOMER’S REQUIREMENTS AND BUYER SHALL ACCEPT THAT IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE THAT THE PROPERTY “LICENSOR TECHNOLOGY AS IS, WHERE IS, WITH ALL FAULTS”DESCRIBED IN THE DOCUMENTATION MEETS ITS REQUIREMENTS. ▇▇▇▇▇ HAS NOT RELIED THE LICENSOR TECHNOLOGY IS INTENDED ONLY AS A DIAGNOSTIC AID AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE A SUBSTITUTE FOR THE EXPERTISE AND JUDGEMENT OF PHYSICIANS OR BOUND BY, OTHER HEALTHCARE PROFESSIONALS. ALL INFORMATION IS PROVIDED ON THE BASIS THAT THE HEALTHCARE PROFESSIONALS RESPONSIBLE FOR PATIENT CARE WILL RETAIN FULL AND SOLE RESPONSIBILITY FOR DECIDING ANY EXPRESS CARE OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, TREATMENT TO PRESCRIBE OR DISPENSE FOR ALL PATIENTS AND IN PARTICULAR WHETHER THE USE OF INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED PROVIDED BY THE CITYLICENSOR TECHNOLOGY IS SAFE, APPROPRIATE OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY EFFECTIVE FOR ANY PARTICULAR PATIENT OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPARTICULAR CIRCUMSTANCES.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD EXCEPT FOR THE REPRESENTATIONS AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS IN SECTION 3 OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇THIS ▇▇▇▇ ACKNOWLEDGES OF SALE AND AGREES THAT AT THOSE SET FORTH IN THE CLOSINGOWNERSHIP AGREEMENT OR IN CERTIFICATES DELIVERED BY SELLER PURSUANT THERETO, THE CITY SHALL SELL TRANSFERRED NEW COMMON FACILITIES OWNERSHIP INTEREST IS BEING SOLD AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR SELLER MAKES NO REPRESENTATION OR BOUND BYWARRANTY, ANY WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED WARRANTIESIMPLIED, GUARANTIESAT LAW OR IN EQUITY OR OTHERWISE, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTYNEW COMMON FACILITIES OR THE TRANSFERRED NEW COMMON FACILITIES OWNERSHIP INTEREST (OR ANY COMPONENT OWNERSHIP INTEREST) MADE OR FURNISHED BY THE CITYPROJECT, INCLUDING WITH RESPECT TO (A) THE MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE NEW COMMON FACILITIES OR THE TRANSFERRED NEW COMMON FACILITIES OWNERSHIP INTEREST (OR ANY COMPONENT OWNERSHIP INTEREST) OR THE WORKMANSHIP THEREOF OR THE ABSENCE OF DEFECTS THEREIN, WHETHER LATENT OR PATENT, (B) THE BUSINESS, FINANCIAL CONDITION, PROSPECTS (FINANCIAL OR OTHERWISE), LIABILITIES OR RISKS OF THE NEW COMMON FACILITIES OR THE TRANSFERRED NEW COMMON FACILITIES OWNERSHIP INTEREST (OR ANY COMPONENT OWNERSHIP INTEREST) OR THE PROJECT, OR (C) THE CITY’S OFFICERSPHYSICAL CONDITION, EMPLOYEESQUALITY OR VALUE OF THE NEW COMMON FACILITIES OR THE TRANSFERRED NEW COMMON FACILITIES OWNERSHIP INTEREST (OR ANY COMPONENT OWNERSHIP INTEREST) OR THE PROJECT, AND AGENTS, TO WHOMEVER MADE ANY SUCH OTHER REPRESENTATION OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYWARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (WHICH EXCEPTION SHALL MODIFY ALL OF THE STATEMENTS SET FORTH IN THIS SECTION 9.2), IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER'S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “"AS IS, WHERE IS, WITH ALL FAULTS”", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE UPON CLOSING, BUYER PURCHASER SHALL ASSUME (AS BETWEEN PURCHASER AND SELLER) THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITY’S SELLER'S OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITY’S SELLER'S OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY., EXCEPT FOR A VIOLATION OF A REPRESENTATION OR WARRANTY MADE BY SELLER IN THIS AGREEMENT. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SELLER SHALL HAVE NO RESPONSIBILITY TO PURCHASER FOR THE COST OR EXPENSE OF SUCH CLEAN-UP, REMOVAL OR REMEDIATION. 65535RT65535CLE XMISCELLANEOUS

Disclaimers. NOTWITHSTANDING 11.1 NEITHER LICENSOR, DOE, NOR PERSONS ACTING ON THEIR BEHALF WILL BE RESPONSIBLE FOR ANY INJURY TO OR DEATH OF PERSONS OR OTHER LIVING THINGS OR DAMAGE TO OR DESTRUCTION OF PROPERTY OR FOR ANY OTHER PROVISION CONTAINED HEREINLOSS, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES DAMAGE, OR REPRESENTATIONS INJURY OF ANY KIND WHATSOEVER RESULTING FROM LICENSOR’S GRANT OF LICENSE TO LICENSEE UNDER THIS AGREEMENT. 11.2 ALL LICENSED PATENTS, INFORMATION, MATERIALS OR CHARACTERSERVICES FURNISHED UNDER OR WITH THIS AGREEMENT (“DELIVERABLES”) ARE PROVIDED ON AN “AS IS” BASIS. NEITHER LICENSOR, DOE, NOR PERSONS ACTING ON THEIR BEHALF MAKE ANY REPRESENTATIONS, OR EXTEND ANY WARRANTIES, EITHER EXPRESS OR IMPLIED: (a) WITH RESPECT TO THE VALIDITY OF THE LICENSED PATENTS; (b) WITH RESPECT TO THE MERCHANTABILITY, ACCURACY, COMPLETENESS, FITNESS FOR USE OR USEFULNESS OF ANY DELIVERABLES; (c) THAT THE USE OF ANY SUCH DELIVERABLES WILL NOT INFRINGE PRIVATELY OWNED RIGHTS; (d) THAT THE DELIVERABLES WILL NOT RESULT IN INJURY OR DAMAGE WHEN USED FOR ANY PURPOSE; (e) THAT THE DELIVERABLES WILL ACCOMPLISH THE INTENDED RESULTS OR ARE SAFE FOR ANY PURPOSE, INCLUDING THE INTENDED OR PARTICULAR PURPOSE; OR (f) WITH RESPECT TO USE, OR DISPOSITION BY LICENSEE OR ITS VENDEES OR OTHER TRANSFEREES OF LICENSED PRODUCTS INCORPORATING OR MADE BY USE OF (1) INVENTIONS LICENSED UNDER THIS AGREEMENT OR (2) INFORMATION, IF ANY, FURNISHED UNDER THE AGREEMENT. FURTHERMORE, LICENSOR AND DOE HEREBY SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYFOR ANY LICENSED PRODUCTS RESULTING FROM LICENSOR’S GRANT OF LICENSE HEREUNDER. IT IS AGREED THAT NEITHER LICENSOR NOR DOE WILL BE LIABLE FOR CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSSPECIAL, OR THE COMPLIANCE OF THE PROPERTY WITH LAWSINCIDENTAL DAMAGES IN ANY EVENT. ▇▇▇▇▇ ACKNOWLEDGES LICENSEE AND AGREES THAT AT THE CLOSINGITS SUBLICENSEES WILL MAKE NO WARRANTY, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIESIMPLIED, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, ON BEHALF OF LICENSOR OR THE CITY’S OFFICERSDOE. 11.3 Nothing in this Agreement will be construed as a. an obligation of the Licensor to bring or prosecute actions or suits against third parties for infringement (except to the extent and in the circumstances stated in Article 9); or b. an obligation of the Licensor to furnish any manufacturing or technical information or technical assistance, EMPLOYEESor c. conferring a right to use in advertising, AND AGENTSpublicity, TO WHOMEVER MADE OR GIVENor otherwise any trademark or name of Licensor (except to the extent stated in 6.2); or d. granting by implication, DIRECTLY OR INDIRECTLYestoppel, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTEDor otherwise, OR WILL CONDUCT PRIOR TO CLOSINGany licenses or rights under patents of Licensor other than Licensed Patents, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYregardless of whether such other patents are dominant of or subordinate to any Licensed Patents.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE LEASE, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER'S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “"AS IS, WHERE IS, WITH ALL FAULTS”", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR THE LEASE. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, SELLER OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY PERSON OR ENTITY REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT EXCEPT AS SET FORTH IN THE LEASE AND AS TO ANY ENVIRONMENTAL CONDITIONS CREATED BY SELLER, UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITY’S SELLER'S OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITY’S SELLER'S OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. AS PART OF THE PROVISIONS OF THIS SECTION 9.2, BUT NOT AS A LIMITATION THEREON, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND PURCHASER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OF REGULATIONS, INCLUDING WITHOUT LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. NOTWITHSTANDING THE FOREGOING, THIS SECTION 9.2 SHALL NOT AFFECT ANY RIGHTS OF PURCHASER AS LANDLORD UNDER THE LEASE.

Disclaimers. NOTWITHSTANDING SSG, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED. SSG MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICES, PRODUCTS AND ANY RELATED INSTALLATION, CONFIGURATION, MAINTENANCE OR OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERSUPPORT SERVICES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYAT LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLEOR NON-INFRINGEMENT, LEASINGALL OF WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING SSG MAKES NO PROMISE: (A) AS TO THE RELIABILITY, ZONINGTIMELINESS, TAX CONSEQUENCESQUALITY, LATENT OR PATENT PHYSICAL CONDITIONSUITABILITY, UTILITIESTRUTH, OPERATING HISTORY OR PROJECTIONSAVAILABILITY, VALUATION, GOVERNMENTAL APPROVALSACCURACY, OR THE COMPLIANCE COMPLETENESS OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGSERVICES OR ANY CONTENT, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY ALL OF WHICH ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS; (B) AS TO ANY THIRD-PARTY PROVIDER OR ANY OF ITS PRODUCTS OR SERVICES, WHERE ISWHETHER OR NOT SSG MAY HAVE DESIGNATED IT OR ITS PRODUCTS OR SERVICES AS “CERTIFIED,” “VALIDATED,” OR OTHERWISE; (C) THAT THE USE OF THE PRODUCTS AND SERVICES SHALL BE SECURE, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSUNINTERRUPTED, OR INFORMATION PERTAINING TO ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (D) THAT THE PROPERTY PRODUCTS AND SERVICES SHALL MEET CLIENT’S REQUIREMENTS OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.EXPECTATIONS;

Disclaimers. NOTWITHSTANDING 10.1 THIS SITE (INCLUDING ALL ITS CONTENT) IS PROVIDED TO YOU “AS IS”. ANY OTHER PROVISION CONTAINED HEREINUSE OF THIS SITE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERWE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, INCLUDING BUT NOT LIMITED TO, ANY TO WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLETITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE MAKE NO REPRESENTATION OR GUARANTEE AND PROVIDE NO WARRANTIES OR CONDITIONS THAT THIS SITE WILL BE FREE FROM LOSS, LEASINGDESTRUCTION, ZONINGDAMAGE, TAX CONSEQUENCESCORRUPTION, LATENT OR PATENT PHYSICAL CONDITIONATTACK, UTILITIESVIRUSES, OPERATING HISTORY OR PROJECTIONSINTERFERENCE, VALUATION, GOVERNMENTAL APPROVALSHACKING, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ONOTHER SECURITY INTRUSION, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTSLIABILITY RELATING THERETO. 10.2 WE MAKE NO GUARANTEES, REPRESENTATIONS, OR INFORMATION PERTAINING TO WARRANTIES, AND PROVIDE NO CONDITIONS, THAT USE OR RESULT OF THE PROPERTY OR RELATING THERETO USE OF THIS SITE (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTYALL OF ITS CONTENT) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, IS OR WILL CONDUCT BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, WE MAY MODIFY, SUSPEND OR DISCONTINUE ANY ASPECT OR FEATURE OF THIS SITE OR YOUR USE OF THIS SITE. IF WE ELECT TO CLOSINGMODIFY, SUSPEND OR DISCONTINUE THIS SITE, WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY. 10.3 YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. WE DO NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INVESTIGATIONS INFORMATION IN ANY WAY. 10.4 SOME OF THE PROPERTY, INCLUDING BUT NOT LIMITED CONTENT AVAILABLE THROUGH THIS SITE MAY INCLUDE MATERIALS THAT BELONG TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTYTHIRD PARTIES. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYYOU ACKNOWLEDGE THAT WE ASSUME NO RESPONSIBILITY FOR SUCH CONTENT.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN▇. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, IT IS UNDERSTOOD AND AGREED THAT THE CITY APP IS NOT MAKING PROVIDED "AS IS" AND HAS NOT AT ANY TIME MADE ANY "AS AVAILABLE" WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT . TO THE PROPERTYFULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLENON-INFRINGEMENT, LEASINGCORRECTNESS, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSACCURACY, OR RELIABILITY. WITHOUT LIMITING THE COMPLIANCE GENERALITY OF THE PROPERTY FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE, (III) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT CONSUMERS, SO SOME OR ALL OF THE CLOSING, THE CITY SHALL SELL AND CONVEY ABOVE EXCLUSIONS MAY NOT APPLY TO BUYER AND BUYER SHALL YOU. B. YOU ACCEPT THE PROPERTY “AS ISINHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. C. WE WILL NOT RELY ON, AND BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO RESULT OF YOUR USE OF THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, WAX BLOCKCHAIN OR THE CITY’S OFFICERSWAX CLOUD WALLET ELECTRONIC WALLET, EMPLOYEESINCLUDING BUT NOT LIMITED TO ANY LOSSES, AND AGENTS, TO WHOMEVER MADE DAMAGES OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSINGCLAIMS ARISING FROM: (i) USER ERROR, SUCH INVESTIGATIONS OF THE PROPERTYAS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFUSE OF VIRUSES, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE CONDITION APP, WAX BLOCKCHAIN OR THE WAX CLOUD WALLET ELECTRONIC WALLET D. NFT PANDA WORLD OF FANTASY ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE PROPERTYOWNERSHIP RECORD MAINTAINED IN THE WAX BLOCKCHAIN. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED PLATFORM WAX BLOCKCHAIN. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. E. NFT PANDA TEAM IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE WAX BLOCKCHAIN OR THE WAX CLOUD WALLET ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTSALL) OF ANY AND EVERY KIND ISSUES WITH THE BLOCKCHAIN SUPPORTING THE WAX BLOCKCHAIN, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYISSUES HAVING FUND LOSSES AS A RESULT.

Disclaimers. NOTWITHSTANDING EXCEPT AS PROVIDED IN THIS SECTION 15, THE SOFTWARE AND THE SERVICES HEREUNDER ARE PROVIDED “AS IS'' WITHOUT ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE CITY “AS IS'' CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH READYCHEK WOULD NOT MAKING HAVE AGREED TO ENTER INTO THIS AGREEMENT. READYCHEK DOES NOT AND HAS NOT AT ANY TIME MADE CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY CLIENT IN USING THE SOFTWARE OR THE SERVICES, OR THAT THE SOFTWARE OR THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE AND THE DELIVERY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. READYCHEK EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE AND THE SERVICES, INCLUDING ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERMERCHANTABILITY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, REGARDING THE SOFTWARE OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SERVICES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO HAVE WAIVED, RELINQUISHED AND RELEASED ANY LIABILITY OF READYCHEK WHATSOEVER. CLIENT ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION EXPRESS WARRANTY IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYTHIS AGREEMENT.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V, IT IS UNDERSTOOD THE AUCTIONED ASSETS ARE BEING SOLD AND AGREED THAT THE CITY TRANSFERRED "AS IS, WHERE IS", AND SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY OTHER REPRESENTATIONS OR WARRANTIES WRITTEN OR REPRESENTATIONS OF ANY KIND OR CHARACTERORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SUCH AUCTIONED ASSETS (INCLUDING ANY RELATING TO LIABILITIES, OPERATIONS OF THE GENERATING FACILITIES, CONDITION, VALUE OR QUALITY OF THE AUCTIONED ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS OR OTHER INCIDENTS OF THE AUCTIONED ASSETS) OR WITH RESPECT TO THIS AGREEMENT OR THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTIES REPRESENTATION OR REPRESENTATIONS AS TO HABITABILITY, WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE AUCTIONED ASSETS, OR FURNISHED BY ANY PART THEREOF, OR AS TO THE CITYWORKMANSHIP THEREOF, OR THE CITY’S OFFICERSABSENCE OF ANY DEFECTS THEREIN, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE WHETHER LATENT OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTEDPATENT, OR WILL CONDUCT PRIOR TO CLOSINGCOMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, SUCH INVESTIGATIONS OR THE APPLICABILITY OF THE PROPERTYANY GOVERNMENTAL REQUIREMENTS, INCLUDING BUT NOT LIMITED TO ANY ENVIRONMENTAL LAWS, OR WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE PHYSICAL AND AUCTIONED ASSETS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 5.10 HEREOF, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS LAWS WITH RESPECT TO THE CONDITION AUCTIONED ASSETS, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY BUYER. WITHOUT LIMITING THE GENERALITY OF THE PROPERTY. AT FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE CLOSINGINFORMATION SET FORTH IN, BUYER SHALL BE DEEMED TO HAVE WAIVEDOR CONTEMPLATED BY, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYINFORMATION MEMORANDUM.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. BUYER REPRESENTS TO THE CITY PURCHASER CONFIRMS THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. AT THE FOREGOING SHALL NOT BE DEEMED A WAIVER WITH RESPECT TO ANY CLAIMS HEREAFTER ASSERTED BY THIRD PARTIES RELATING TO THE PHYSICAL CONDITION OF THE PROPERTY AS OF THE DATE OF THIS AGREEMENT OR AS OF THE DATE OF CLOSING, BUYER OR RELATING TO MATTERS OCCURRING PRIOR TO CLOSING; AND NOTHING HEREIN SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) A WAIVER OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT CLAIMS RELATING TO A BREACH OF ANY LATENT OF THE REPRESENTATIONS, WARRANTIES OR PATENT CONSTRUCTION DEFECTS COVENANTS OF SELLER UNDER THIS AGREEMENT OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING IN THE PROPERTYCLOSING DOCUMENTS.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY VERBALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE OTHER THAN WITH RESPECT TO SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, BUT EXCLUDING ANY CLAIMS BY PURCHASER AGAINST SELLER ARISING UNDER APPLICABLE LAW BASED ON ANY THIRD PARTY CLAIMS ASSERTED AGAINST PURCHASER; PROVIDED; HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT ANY REMEDY PROVIDED TO PURCHASER UNDER SECTION 6.3 OF THIS AGREEMENT.

Disclaimers. NOTWITHSTANDING ANY PURCHASER ACKNOWLEDGES THAT SELLER IS ----------- TRANSFERRING ALL ASSETS "AS IS" "WHERE IS". EXCEPT FOR THE WARRANTIES EXPRESSLY STATED ABOVE, SELLER MAKES NO OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO RESPECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGASSETS, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”PRODUCTS OR THEIR COMMERCIAL VIABILITY. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ONSPECIFICALLY, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED BY WAY OF LIMITATION: (a) SELLER MAKES NO WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO PROJECTIONS RESPECTING FUTURE COSTS, SALES, OR PROFITABILITY OF PRODUCTS; (b) EXCEPT AS SET FORTH IN SUBSECTION 5.1(j), SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYTRADEMARKS, OR THAT THE CITY’S OFFICERSTRADEMARKS CAN BE USED, EMPLOYEESSOLD, OR PRACTICED WITHOUT INFRINGEMENT OF ANY RIGHTS OWNED OR POSSESSED BY ANY THIRD PARTY; AND AGENTS, TO WHOMEVER MADE (c) SELLER MAKES NO WARRANTY OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS REPRESENTATION OF ANY KIND WITH THE RESPECT TO THE CITY THAT BUYER HAS CONDUCTEDTRADEMARKS, OR WILL CONDUCT PRIOR THAT THE TRADEMARKS CAN BE USED, SOLD, OR PRACTICED WITHOUT INFRINGEMENT OF ANY RIGHTS OWNED OR POSSESSED BY ANY THIRD PARTY; AND (c) SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND AS TO CLOSING, SUCH INVESTIGATIONS THE VALIDITY OF THE PROPERTYTRADEMARKS. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED ABOVE, SELLER DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFIMPLIED WARRANTIES OF NONINFRINGEMENT, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEESMERCHANTABILITY, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND FITNESS FOR A PARTICULAR OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYSPECIAL PURPOSE.

Disclaimers. NOTWITHSTANDING ANY THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT (COLLECTIVELY “Seller’s Warranties”) ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER PROVISION CONTAINED HEREINREPRESENTATIONS AND WARRANTIES, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTEREXPRESS, EXPRESS OR IMPLIED, WITH RESPECT STATUTORY OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING AND, EXCEPT FOR SELLER’S WARRANTIES, THE INTEREST IN THE ASSETS TO BE CONVEYED TO BUYER SHALL BE CONVEYED PURSUANT HERETO WITHOUT (i) ANY WARRANTY, COVENANT OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE RELATING TO TITLE TO THE PROPERTYASSETS (OTHER THAN BY, INCLUDINGTHROUGH OR UNDER SELLER), BUT NOT LIMITED TOTHE CONDITION, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYQUANTITY, MERCHANTABILITYQUALITY, EXISTENCE OF DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, TITLECONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR PROPERTY OR ITS FITNESS FOR ANY PURPOSE OR (ii) ANY OTHER EXPRESS, LEASINGIMPLIED, ZONING, TAX CONSEQUENCES, LATENT STATUTORY OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OTHER WARRANTY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE REPRESENTATION WHATSOEVER. BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES ASSETS, AND, SUBJECT TO BUYER’S EXPRESS RIGHTS UNDER THIS AGREEMENT AND AGREES THAT AT THE CLOSINGOTHER TRANSACTION DOCUMENTS, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT ALL OF THE PROPERTY SAME IN THEIR “AS IS”, “WHERE IS” CONDITION, “WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

Disclaimers. NOTWITHSTANDING ELECTRONIC TRANSMISSIONS, INCLUDING THE INTERNET, ARE PUBLIC MEDIA, AND ANY OTHER PROVISION CONTAINED HEREINUSE OF SUCH MEDIA IS PUBLIC AND NOT PRIVATE. INFORMATION RELATED TO OR ARISING FROM SUCH USE IS PUBLIC, IT IS UNDERSTOOD OR THE PROPERTY OF THOSE COLLECTING INFORMATION, AND AGREED NOT PERSONAL OR PRIVATE INFORMATION. YOU AGREE THAT YOU USE THE CITY IS NOT MAKING SITE AT YOUR OWN RISK. THE CONTENT, SERVICES AND HAS NOT AT ANY TIME MADE ANY MATERIALS IN THE SITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS, IMPLIED OR CHARACTERSTATUTORY. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS REGARDING THE ACCURACY, RELIABILITY, USEFULNESS OR COMPLETENESS OF THE SERVICES, CONTENT OR MATERIALS IN THE SITE OR ANY SITE LINKED TO IT. TO THE MAXIMUM EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, IMPLIED WARRANTI_ ES- OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGNON-INFRINGEMENT, ZONINGDESIGN, TAX CONSEQUENCESACCURACY, LATENT CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY OR PATENT PHYSICAL CONDITIONARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES, UTILITIESCONTENT, OPERATING HISTORY MATERIALS OR PROJECTIONSFUNCTIONS CONTAINED IN THE SITE WILL BE CONTINUOUSLY AVAILABLE, VALUATIONUNINTERRUPTED OR ERROR-FREE, GOVERNMENTAL APPROVALSTHAT DEFECTS WILL BE CORRECTED, OR THAT THE COMPLIANCE SITE, SERVICES, CONTENT, MATERIALS OR THE SERVERS THAT MAKE THE SITE OR SUCH SERVICES, CONTENT AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE ACCURATE OR COMPLETE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE PROPERTY WITH LAWSUSE OF THE SERVICES, CONTENT, MATERIALS, FUNCTIONS OR PRODUCTS AVAILABLE THROUGH THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT YOU ASSUME THE CLOSINGENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR EXCLUSION OF IMPLIED WARRANTIES, GUARANTIESSO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. In the event we are held liable for any damages related to such matters, STATEMENTSyour sole and exclusive remedy will be limited to reimbursement for services or products paid by you to the entity held liable which were not provided by such entity. You hereby waive any and all rights to bring any claim or action related to such matters in any forum beyond one (1) year after the first occurrence of the kind of act, REPRESENTATIONSevent, condition or omission upon which the claim or action is based. We explicitly disclaim any responsibility for the accuracy, content, or availability of information found on sites that link to or from the Site, including without limitation the Reservation Web Site. We cannot ensure that you will be satisfied with any products or services that you purchase from the Site or from a third-party site that links to or from the Site or third party content on the Site. We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy or reliability of, any of the information contained in such third-party sites or content. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against the Indemnified Parties with respect to such sites and third party content. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. The Indemnified Parties are not responsible for telephone, electric, electronic, network, Internet, computer, hardware or software program malfunctions, failures, delays or difficulties, or late, lost, stolen, illegible, incomplete, garbled, misdirected, mutilated or postage due mail, e-mail, form postings, connections, messages or entries, or the security of any and all such matters. Further, the Indemnified Parties are not responsible for incorrect or inaccurate entry information, whether caused by Internet users or by any of the equipment or programming associated with or utilized in the Site or by any technical or human error which may occur in the processing of any information related to the Site. We may prohibit you from participating in or utilizing the Site if in our sole and absolute discretion you show a disregard for this Agreement or act in an unprofessional manner, with the intent to annoy, abuse, threaten, or harass any other person, or in any other disruptive manner. We also reserve the right to refuse service, terminate accounts, remove or edit content or cancel orders in our sole and absolute discretion. If for any reason any portion of the Site is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the reasonable control of Company which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Site, we reserve the right (but not the obligation) in our sole and absolute discretion, to prohibit you and any member, buyer or supplier (and all of your and their Information) from using the Site, and to cancel, terminate, modify or suspend the Site or any portion thereof and void such Information. You also agree that the Indemnified Parties are not responsible or liable in any way for injury, loss or damage to your computer or interception or use of credit card information, related to or resulting from use of the Site or any sites, services or materials linked or related thereto or therefrom, whether the Reservation Web Site or otherwise, and also are not responsible or liable in any way for any injury, loss, claim or damage relating to or resulting from any part of the Site operating or not operating on computers or networks used by you or communicating with such computers or networks. To the extent we list or link to third party products or services, our site acts as the venue for suppliers to sell products and services (or, as appropriate, solicit offers to buy) and buyers to purchase such products and services. We are not involved in the actual transaction between buyers and suppliers. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of suppliers to sell items or the ability of buyers to buy items. We cannot ensure that a buyer or supplier will actually complete a transaction. We do not control the information provided by other users which is made available through the Site. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretense. Although we intend that product descriptions contained in the Site be current and accurate, we make no warranty or representation that descriptions of products in the Site are accurate, complete, current, or reliable in any or all respects. In the event that a product described in the Site is not as described, your sole remedy is to return it in unused condition in accordance with the suppliers' return policy. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. 2701-2711): WE MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB SITE LINKED TO THE SITE WHETHER THE RESERVATION WEB SITE OR OTHERWISE. WE WILL NOT BE LIABLE FOR THE PRIVACY OF THE INFORMATION, E-MAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE• SECRET INFORMATION, OR ANY OTHER CONTENT TRANSMITTED OVER NETWORKS ACCESSED BY THE SITE, THE RESERVATION WEB SITE OR OTHERWISE, OR CONNECTED OR RELATED IN ANY WAY WITH YOUR USE OF THE SITE. NO ORAL ADVICE OR WRITTEN CORRESPONDENCE OR INFORMATION PERTAINING PROVIDED BY US OR ANY OF THE INDEMNIFIED PARTIES WILL CREATE A WARRANTY OF ANY KIND AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. WE RESERVE THE RIGHT, IN OUR SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE, OR TO DENY ACCESS TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT SITE TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITINGANYONE AT ANY TIME. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS NEITHER WE NOR ANY OF THE PROPERTYINDEMNIFIED PARTIES, INCLUDING BUT NOT LIMITED TO SHALL HAVE ANY LIABILITY ARISING FROM YOUR RELIANCE UPON THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFINFORMATION PROVIDED ON THE SITE. Search and Directory are free services which may be offered in connection with the Site. Because the Web changes constantly, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTYno search engine technology can possibly have all accessible sites at any given time. AT THE CLOSINGThus, BUYER SHALL BE DEEMED TO HAVE WAIVEDwe explicitly disclaim any responsibility for the content or availability of information contained in any search index or directory offered in connection with the Site. The Site and sites that link to or from the Site, RELINQUISHED AND RELEASED THE CITY including without limitation the Reservation Web Site, may contain technical inaccuracies or typographical errors or omissions in connection with information displayed on the Site, including without limitation rates, fees, or availability applicable to your transaction. Company is not responsible for any typographical, photographic, technical or pricing (AND CITY’S OFFICERSincluding without limitation mistaken hotel rates) errors listed on our Site or sites that link to or from the Site, EMPLOYEESincluding without limitation the Reservation Web Site. Company reserves the right to make changes, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMScorrections and/or improvements to the Site, DEMANDSand to the products and programs described in such information, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT)at any time without notice, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYincluding after confirmation of a reservation.

Disclaimers. NOTWITHSTANDING (a) EXCEPT FOR ANY OTHER PROVISION CONTAINED HEREINREPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 3, IT IS UNDERSTOOD SECTION 4 AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGSECTION 5, THE CITY SHALL SELL ASSETS AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY INTERESTS ARE “AS IS, WHERE IS,” AND SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIESIMPLIED, GUARANTIESAS TO LIABILITIES, STATEMENTSOPERATIONS OF THE PROJECTS, REPRESENTATIONSTITLE, CONDITION, VALUE OR INFORMATION PERTAINING TO QUALITY OF THE PROPERTY PROJECTS OR RELATING THERETO THE PROSPECTS (INCLUDING SPECIFICALLYFINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PROJECTS INCLUDING, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTYACTUAL OR RATED GENERATING CAPABILITY OF THE PROJECTS OR THE ABILITY OF ANY COMPANY TO SELL FROM THE PROJECTS’ ENVIRONMENTAL ATTRIBUTES, ELECTRIC ENERGY, CAPACITY OR OTHER PRODUCTS. Purchase and Sale Agreement (b) MADE WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR FURNISHED BY WARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE CITYASSETS, THE PROJECTS, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE CITY’S OFFICERSABSENCE OF ANY DEFECTS THEREIN, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE WHETHER LATENT OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTEDPATENT, OR WILL CONDUCT PRIOR TO CLOSINGCOMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF OR AS TO THE CONDITION OF THE PROPERTYASSETS, THE PROJECTS, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, WHETHER ANY COMPANY POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE ITS PROJECT. AT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EACH SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE CLOSINGABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. (c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER SHALL BE DEEMED TO HAVE WAIVEDEXCEPT AS EXPRESSLY PROVIDED HEREIN, RELINQUISHED AND RELEASED EACH SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CITY (AND CITY’S OFFICERSCONDITION OF THE ASSETS, EMPLOYEESTHE PROJECTS, OR THE SUITABILITY OF THE PROJECTS FOR OPERATION AS POWER PLANTS OR AS SITES FOR THE DEVELOPMENT OF ADDITIONAL OR REPLACEMENT GENERATION CAPACITY, AND AGENTS) FROM AND AGAINST NO SCHEDULE OR EXHIBIT TO THIS AGREEMENT, NOR ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY OR ON BEHALF OF ANY AND EVERY KIND SELLER, OR CHARACTERBY ANY BROKER OR INVESTMENT BANKER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEESINFORMATION PROVIDED DURING DUE DILIGENCE, AND AGENTSANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED TO BUYERS, SHALL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS, OR THE PROJECTS. (d) AT ANY TIME BY REASON WITHOUT LIMITING THE GENERALITY OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONSTHE FOREGOING, VIOLATIONS OF ANY APPLICABLE LAWS U.S. HYDRO SELLERS DISCLAIM ALL REPRESENTATIONS AND ANY WARRANTIES IN SECTION 4 AND RMHP DISCLAIMS ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.REPRESENTATIONS AND WARRANTIES IN SECTION 5. Purchase and Sale Agreement

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINACCORDINGLY, EXCEPT FOR THE SELLER REPRESENTATIONS, IT IS UNDERSTOOD AND AGREED THAT THE CITY NO SELLER ENTITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTYPROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF ANY OF THE PROPERTY PROPERTIES WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE DUE DILIGENCE INFORMATION OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLERS TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTIES. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE THAT, UPON CLOSING, THE CITY EACH SELLER ENTITY SHALL SELL AND CONVEY TO BUYER PURCHASER (AND BUYER PURCHASER SHALL ACCEPT THE ACCEPT) EACH PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE SELLER REPRESENTATIONS. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT NO SELLER ENTITY SHALL BE LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY DUE DILIGENCE INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTYPROPERTIES) MADE OR FURNISHED BY SELLERS, THE CITYPROPERTY MANAGER, BROKER OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLERS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THE SELLER REPRESENTATIONS. BUYER PURCHASER REPRESENTS TO THE CITY SELLERS THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTYPROPERTIES, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTYPROPERTIES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTIES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLERS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. AT THE UPON CLOSING, BUYER PURCHASER SHALL ACQUIRE THE PROPERTIES SUBJECT TO THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED ALL OF THE CITY SELLER ENTITIES (AND CITY’S THE OFFICERS, EMPLOYEESDIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND AGENTSAGENTS OF EACH SELLER ENTITY) 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 AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST ANY SELLER ENTITY (OR ANY OF THE CITY (AND CITY’S OFFICERS, EMPLOYEESDIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND AGENTSAGENTS OF ANY SELLER ENTITY) OR PROPERTY MANAGER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS). PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTIES BE REQUIRED AFTER THE CLOSING DATE, PURCHASER HEREBY WAIVES ANY RIGHT TO PURSUE ANY ACTION AGAINST ANY OF THE SELLER ENTITIES (OR ANY OF THE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND AGENTS OF ANY AND ALL OTHER ACTSSELLER ENTITY) WITH RESPECT TO SUCH CLEAN-UP, OMISSIONS, EVENTS, CIRCUMSTANCES REMOVAL OR MATTERS REGARDING THE PROPERTYREMEDIATION.

Disclaimers. NOTWITHSTANDING a. YOU ACKNOWLEDGE AND AGREE THAT: i. ALL USE OF THE SOFTWARE, EQUIPMENT AND SERVICES IS AT YOUR OWN RISK. ii. THE INFORMATION, SOFTWARE, EQUIPMENT AND SERVICES INCLUDED IN OR AVAILABLE THROUGH SCTC/WVI ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY OTHER PROVISION CONTAINED HEREINKIND. iii. SCTC/WVI DOES NOT GUARANTEE ERROR-FREE, IT IS UNDERSTOOD UNINTERRUPTED, TIMELY OR SECURE OPERATION OF THE SOFTWARE, EQUIPMENT AND AGREED SERVICES. iv. SCTC/WVI DOES NOT GUARANTEE THAT THE CITY SOFTWARE, EQUIPMENT AND SERVICES WILL MEET YOUR REQUIREMENTS. v. SCTC/WVI DOES NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, EQUIPMENT AND SERVICES WILL BE ACCURATE OR RELIABLE. vi. NEITHER SCTC/WVI NOR ITS EMPLOYEES, CONTRACTORS, OFFICERS OR DIRECTORS ARE RESPONSIBLE OR LIABLE FOR ANY LOSS, DELETION OR ALTERATION OF ANY TRANSMISSIONS OR DATA, INCLUDING WITHOUT LIMITATION, ANY E-MAIL MESSAGES OR ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. vii. SCTC/WVI IS NOT MAKING AND HAS RESPONSIBLE OR LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY. viii. NEITHER SCTC/WVI NOR ITS EMPLOYEES, CONTRACTORS, OFFICERS OR DIRECTORS ARE RESPONSIBLE FOR ANY content THAT IS TRANSMITTED THROUGH THE NETWORKS OF SCTC/WVI OR OTHERS OR THAT IS SENT, RECEIVED OR ACCESSED USING THE SERVICES BY YOU OR ANY THIRD PARTY. ix. SCTC/WVI IS NOT AT ANY TIME MADE ANY RESPONSIBLE FOR LOSS OR DAMAGE TO YOUR EQUIPMENT, SOFTWARE, MATERIAL, INFORMATION OR DATA ARISING DIRECTLY OR INDIRECTLY OUT OF INSTALLATION OR MAINTENANCE OF THE SERVICES. b. SCTC/WVI MAKES NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF ANY KIND THE INFORMATION, SOFTWARE, EQUIPMENT AND SERVICES SUPPLIED UNDER THIS AGREEMENT OR CHARACTERTHE NETWORKS OF THIRD PARTIES. SCTC/WVI EXPRESSLY DISCLAIMS ALL CONDITIONS, EXPRESS WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, WITH RESPECT TO THE PROPERTY, INCLUDING, INCLUDING BUT NOT LIMITED TO, ANY TO IMPLIED CONDITIONS OR WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLEDURABILITY, LEASINGTITLE AND NON-INFRINGEMENT, ZONINGWHETHER ARISING BY USAGE OF TRADE, TAX CONSEQUENCESCOURSE OF DEALING, LATENT COURSE OF PERFORMANCE OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYOTHERWISE.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, (a) IT IS UNDERSTOOD AND AGREED THAT THE CITY THAT, UNLESS EXPRESSLY STATED IN THIS AGREEMENT, SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYACQUIRED ASSETS, INCLUDING, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLEVALIDITY, LEASINGENORCEABILITY OR NON-INFRINGEMENT. BY WAY OF CLARIFICATION, ZONINGNOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION AS TO VALIDITY, TAX CONSEQUENCESENFORCEABILITY AND, LATENT OR PATENT PHYSICAL CONDITIONEXCEPT AS SET FORTH IN SECTION 3.5(IV), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ NON-INFRINGEMENT. (b) BUYER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT UPON CLOSING SELLER SHALL SELL AND CONVEY ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO THE ACQUIRED ASSETS TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY ACQUIRED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ .” BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIESGUARANTEES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY ACQUIRED ASSETS OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, SELLER OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSITS REPRESENTATIVES, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. BUYER REPRESENTS ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE ACQUIRED ASSETS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS.” (c) BUYER ACKNOWLEDGES THAT SOME OR ALL OF THE SELLER PATENT RIGHTS NOT PART OF THE KEY ASSETS AND THE SELLER TRADEMARK RIGHTS HAVE BEEN ABANDONED, EXPIRED, OR ARE OTHERWISE NO LONGER VALID. BY WAY OF CLARIFICATION, WITH RESPECT TO SELLER PATENT RIGHTS AND SELLER TRADEMARK RIGHTS NOT LISTED ON SCHEDULE 3.5, THE INCLUSION OF SUCH RIGHTS NOT PART OF THE KEY ASSETS ON SCHEDULE B OR SCHEDULE C IS NOT TO BE CONSTRUED AS A REPRESENTATION OR WARRANTY AS TO THEIR EXISTENCE. (d) EXCEPT FOR ANY EXPRESS OBLIGATIONS OF THE SELLER SET FORTH IN THIS AGREEMENT, THE SELLER HAS NO FURTHER OBLIGATIONS WITH RESPECT TO THE CITY ACQUIRED ASSETS. (e) BUYER ACKNOWLEDGES THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS SOME OF THE PROPERTYACQUIRED ASSETS MAY CONTAIN THIRD-PARTY INTELLECTUAL PROPERTY THAT MAY HAVE BEEN LICENSED BY SELLER OR OTHERWISE ACQUIRED BY SELLER. BUYER UNDERSTANDS THAT SELLER MAY BE UNABLE TO TRANSFER INTELLECTUAL PROPERTY BELONGING TO, INCLUDING BUT NOT LIMITED TO OWNED OR OTHERWISE RESTRICTED BY A THIRD-PARTY WITHOUT THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION EXPRESS WRITTEN CONSENT OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWNTHAT PARTY, WHICH BUYER MIGHT HAVE ASSERTED WILL NOT BE OBTAINED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME SOUGHT BY REASON SELLER AS A PART OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYTHIS AGREEMENT.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN8.7.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY OREXIGEN MAKES NO REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE OREXIGEN INTELLECTUAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OREXIGEN CONFIDENTIAL INFORMATION OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSANY LICENSE GRANTED BY OREXIGEN UNDER ITS INTELLECTUAL PROPERTY RIGHTS HEREUNDER, OR THE COMPLIANCE OF THE PROPERTY WITH LAWSRESPECT TO ANY PRODUCTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ▇▇▇▇▇▇▇▇ ACKNOWLEDGES AND AGREES MAKES NO REPRESENTATIONS OR WARRANTY THAT AT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE CLOSINGOREXIGEN PATENTS ARE VALID OR ENFORCEABLE OR THAT USE OF THE OREXIGEN INTELLECTUAL PROPERTY CONTEMPLATED HEREUNDER DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT USE OF THE OREXIGEN CONFIDENTIAL INFORMATION CONTEMPLATED HEREUNDER DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 8.7.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS ISTAKEDA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHERE ISEITHER EXPRESS OR IMPLIED, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, WARRANTIES OF MERCHANTABILITY OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY) MADE TAKEDA INTELLECTUAL PROPERTY ANY TAKEDA CONFIDENTIAL INFORMATION OR FURNISHED ANY LICENSE GRANTED BY TAKEDA UNDER ITS INTELLECTUAL PROPERTY RIGHTS HEREUNDER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TAKEDA MAKES NO REPRESENTATIONS OR WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE CITY, TAKEDA PATENTS ARE VALID OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE ENFORCEABLE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS USE OF THE PROPERTY, INCLUDING BUT TAKEDA INTELLECTUAL PROPERTY CONTEMPLATED HEREUNDER DOES NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. EXCEPT AS BUYER DEEMS NECESSARY TO SATISFY ITSELF EXPRESSLY SET FORTH IN THIS AGREEMENT EXCEPT AS TO THE CONDITION EXPRESSLY SET FORTH IN THIS AGREEMENT NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT USE OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST TAKEDA CONFIDENTIAL INFORMATION CONTEMPLATED HEREUNDER DOES NOT INFRINGE ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYTHIRD PARTY.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY EXCEPT AS SET FORTH HEREIN, SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYOPERATOR OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO UPON CLOSING, SUCH INVESTIGATIONS OF PURCHASER SHALL ASSUME THE PROPERTYRISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO THE TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFCONDITIONS, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S MEMBERS, OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYSELLER’S MEMBERS, OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, AND VIOLATIONS OF ANY APPLICABLE LAWS PERTAINING TO THE PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS). PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND ANY SHALL BE PERFORMED AT THE SOLE COST AND ALL OTHER ACTSEXPENSE OF PURCHASER AND SELLER SHALL NOT BE LIABLE TO PURCHASER FOR SUCH CLEAN-UP, OMISSIONSREMOVAL OR REMEDIATION. AS PART OF THE PROVISIONS OF THIS SECTION 8.2, EVENTSBUT NOT AS A LIMITATION THEREON, CIRCUMSTANCES PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR MATTERS REGARDING THE PROPERTYDISCLOSED.

Disclaimers. NOTWITHSTANDING EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF COMPANY OR ITS PROVIDERS MAKE ANY OTHER PROVISION CONTAINED HEREINREPRESENTATIONS OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IT IS UNDERSTOOD SPECIFICALLY DISCLAIM ANY AND AGREED THAT THE CITY IS NOT MAKING ALL WARRANTIES AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERREPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE (WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED), WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED INDEMNIFICATION OBLIGATIONS, OR OTHER WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TOSOFTWARE OR ANY COMPONENTS THEREOF OR THE RESULTS OBTAINED FROM THEIR USE, ANY WARRANTIES DECISIONS MADE OR REPRESENTATIONS ACTIONS TAKEN IN RELIANCE THEREUPON OR AS TO HABITABILITYTHE PERFORMANCE THEREOF (WHETHER PERFORMED IN WHOLE, MERCHANTABILITYPART OR NOT AT ALL). NONE OF COMPANY OR ITS PROVIDERS GUARANTEE THE ADEQUACY, FITNESS FOR A PARTICULAR PURPOSEACCURACY, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT TIMELINESS OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE COMPLETENESS OF THE PROPERTY WITH LAWSSOFTWARE OR ANY COMPONENTS THEREOF OR THAT IT WILL BE ERROR FREE OR FREE FROM COMPUTER VIRUSES OR OTHER INFIRMITY OR CORRUPTION. ▇▇▇▇▇ ACKNOWLEDGES NONE OF COMPANY OR ITS PROVIDERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. THE SOFTWARE AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED ” BASIS AND WILL NOT RELY ON, AND THE CITY LICENSEE’S USE THEREOF IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITYAT LICENSEE’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYOWN RISK.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY EXCEPT AS SET FORTH HEREIN SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLETITLE (OTHER THAN ANY LIMITED WARRANTY OF TITLE THAT MAY BE SET FORTH IN THE DEED), LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ BUYER ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGCLOSING AND EXCEPT AS PROVIDED HEREIN, THE CITY SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ EXCEPT FOR THE REPRESENTATIONS OF SELLER CONTAINED HEREIN, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO THE CITY SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS SUBSTANCES ON, IN, UNDER OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. AT THE CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, MEMBERS, EMPLOYEES AND AGENTS) ), SUBJECT TO THE TERMS OF THIS PARAGRAPH 8, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER AND THAT BUYER SHALL HAVE NO CLAIM, AGAINST SELLER (OR SELLER’S OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS); PROVIDED THAT THE FOREGOING WAIVERS AND RELEASES SHALL NOT CONSTITUTE OR BE DEEMED A WAIVER OR RELEASE BY BUYER OF ITS RIGHTS, IF ANY, TO SEEK FROM SELLER “CONTRIBUTION” OR REIMBURSEMENT OF ANY AMOUNTS HELD TO BE PAYABLE BY SELLER BY A COURT OF COMPETENT JURISDICTION IN A NON-APPEALABLE ORDER OR JUDGMENT IN AN ACTION OR PROCEEDING TO WHICH SELLER IS MADE A PARTY, IN CONNECTION WITH CLAIMS BROUGHT BY THIRD PARTIES UNRELATED TO BUYER AGAINST BUYER BASED ON OR ARISING OUT OF ANY DAMAGE OR INJURY SUFFERED BY SUCH THIRD PARTY BY RELEASE OF HAZARDOUS MATERIALS BY SELLER DURING SELLER’S OWNERSHIP OF THE PROPERTY. THIS SECTION SHALL SURVIVE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. Buyer’s Initials /s/ RFL

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS ------------ CONTRACT, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS SELLERS ARE NOT MAKING AND HAS HAVE NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE ANY PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE ANY PROPERTY WITH LAWSGOVERNMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ACCESSIBILITY FOR HANDICAPPED PERSONS), THE TRUTH, ACCURACY OR COMPLETENESS OF ANY PROPERTY RECORDS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLERS TO BUYER, OR ANY OTHER MATTER OR THING REGARDING ANY PROPERTY. ▇▇▇▇▇ BUYER ACKNOWLEDGES AND AGREES THAT AT UPON THE CLOSING, THE CITY CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE EACH PROPERTY “"AS IS, WHERE IS, WITH ALL FAULTS”", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS CONTRACT. ▇▇▇▇▇ BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS SELLERS ARE NOT LIABLE FOR OR BOUND BY, BY ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ANY PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE ANY PROPERTY) MADE OR FURNISHED BY SELLERS, THE CITYMANAGER OF ANY PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLERS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS CONTRACT. BUYER REPRESENTS TO THE CITY SELLERS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTYPROPERTIES, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTYPROPERTIES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM ANY OF THE PROPERTIES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLERS OR THEIR AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AS ARE EXPRESSLY SET FORTH IN THIS CONTRACT. AT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLERS (AND CITY’S SELLERS' OFFICERS, EMPLOYEESDIRECTORS, TRUSTEES, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLERS (AND CITY’S SELLERS' OFFICERS, EMPLOYEESDIRECTORS, TRUSTEES, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROPERTIES. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON ANY PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER.

Disclaimers. NOTWITHSTANDING (a) SELLER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF HOLDCO, PURCHASER OR IKARIA ARE (NOR IS ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT PERSON) MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES REPRESENTATIONS OR REPRESENTATIONS OF ANY KIND OR CHARACTERWARRANTIES, EXPRESS OR IMPLIED, WITH IN RESPECT TO OF HOLDCO, PURCHASER OR IKARIA, THEIR RESPECTIVE BUSINESSES OR THE PROPERTYHOLDCO SHARES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INCLUDINGEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, BUT NOT LIMITED TONONE OF HOLDCO, PURCHASER OR IKARIA ARE MAKING ANY WARRANTIES REPRESENTATION OR REPRESENTATIONS AS TO HABITABILITYWARRANTY IN RESPECT OF ANY STATEMENT, MERCHANTABILITYADVICE, FITNESS FOR A PARTICULAR PURPOSERECORDS, TITLEMATERIALS, LEASINGCOMMUNICATIONS, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATIONREPORTS OR OTHER INFORMATION OF ANY TYPE DELIVERED TO SELLER, GOVERNMENTAL APPROVALSWHETHER IN THE ONLINE DUE DILIGENCE DATA ROOM RELATING TO HOLDCO AND IKARIA MADE AVAILABLE IN CONNECTION WITH THE ACQUISITION, IN ANY OFFERING MEMORANDUM OR THE COMPLIANCE OTHER SIMILAR OFFERING DOCUMENT OR OTHERWISE. (b) EACH OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ HOLDCO, PURCHASER AND IKARIA ACKNOWLEDGES AND AGREES THAT AT THAT, EXCEPT FOR THE CLOSINGREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS ISNEITHER SELLER NOR SELLER GUARANTOR IS (NOR IS ANY OTHER PERSON) MAKING ANY REPRESENTATIONS OR WARRANTIES, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIESIMPLIED, GUARANTIESIN RESPECT OF THE COMPANY, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, ITS BUSINESS OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITINGINTERESTS. BUYER REPRESENTS TO WITHOUT LIMITING THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS GENERALITY OF THE PROPERTYFOREGOING, INCLUDING BUT NOT LIMITED TO EXCEPT FOR THE PHYSICAL REPRESENTATIONS AND ENVIRONMENTAL CONDITION THEREOFWARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST NEITHER SELLER NOR SELLER GUARANTOR IS MAKING ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION REPRESENTATION OR WARRANTY IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) RESPECT OF ANY AND EVERY KIND STATEMENT, ADVICE, RECORDS, MATERIALS, COMMUNICATIONS, PROJECTIONS, REPORTS OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OTHER INFORMATION OF ANY LATENT TYPE DELIVERED TO ANY OF HOLDCO, PURCHASER OR PATENT CONSTRUCTION DEFECTS IKARIA, WHETHER IN THE ONLINE DUE DILIGENCE DATA ROOM RELATING TO SELLER OR PHYSICAL CONDITIONSTHE COMPANY MADE AVAILABLE IN CONNECTION WITH THE ACQUISITION, VIOLATIONS OF IN ANY APPLICABLE LAWS AND ANY AND ALL OFFERING MEMORANDUM OR OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES SIMILAR OFFERING DOCUMENT OR MATTERS REGARDING THE PROPERTYOTHERWISE.

Disclaimers. NOTWITHSTANDING ANY EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV, THE PURCHASED ASSETS ARE SOLD "AS IS, WHERE IS," AND SELLER EXPRESSLY DISCLAIMS ALL OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD REPRESENTATIONS AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERNATURE, EXPRESS OR IMPLIED, AS TO SELLER AND THE PURCHASED ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV: SELLER EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES REGARDING LIABILITIES, OWNERSHIP, LEASE, MAINTENANCE OR OPERATION OF THE PURCHASED ASSETS, THE TITLE, CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PURCHASED ASSETS; AND SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYPURCHASED ASSETS, INCLUDINGOR ANY PART THEREOF, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSTHE WORKMANSHIP THEREOF, OR THE COMPLIANCE ABSENCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGANY DEFECTS THEREIN, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR WHETHER LATENT OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSPATENT, OR INFORMATION PERTAINING TO COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR THE APPLICABILITY OF ANY GOVERNMENTAL AUTHORITY, INCLUDING ANY ENVIRONMENTAL LAWS, OR WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLYPERSONAL PROPERTY TO OPERATE THE PURCHASED ASSETS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED SELLER FURTHER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY PURCHASED ASSETS. WITHOUT LIMITING THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS GENERALITY OF THE PROPERTYFOREGOING, INCLUDING BUT NOT LIMITED TO THE PHYSICAL EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO WARRANTIES OF ANY KIND REGARDING THE CONDITION OF THE PROPERTY. AT PURCHASED ASSETS OR THE CLOSINGSUITABILITY OF THE PURCHASED ASSETS FOR OPERATION AS TRANSMISSION FACILITIES, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEESAS APPLICABLE, AND AGENTS) FROM AND AGAINST NO SCHEDULE OR EXHIBIT TO THIS AGREEMENT, NOR ANY AND ALL CLAIMSOTHER MATERIAL OR INFORMATION PROVIDED, DEMANDSOR COMMUNICATIONS MADE, CAUSES BY SELLER OR ITS REPRESENTATIVES, INCLUDING ANY BROKER OR INVESTMENT BANKER, SHALL CONSTITUTE OR CREATE ANY SUCH REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPURCHASED ASSETS.

Disclaimers. NOTWITHSTANDING (a) NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY A PARTY THAT ANY PATENT WILL ISSUE BASED UPON ANY PENDING PATENT APPLICATION, THAT ANY PATENT THAT HAS ISSUED OR IF IT ISSUES WILL BE VALID, OR THAT THE USE OF ANY LICENSE GRANTED HEREUNDER OR THAT THE USE OF ANY PATENT RIGHTS GRANTED HEREUNDER WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY OTHER PROVISION CONTAINED PERSON. THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO DIADEXUS'S USE OF THE INFORMATION TO BE PROVIDED TO IT HEREUNDER. EXCEPT AS EXPLICITLY STATED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY INCLUDING WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, OF MERCHANTABILITY, NOVELTY OR FITNESS FOR A ANY PARTICULAR PURPOSE, TITLEOR NON-INFRINGEMENT, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWSARE EXCLUDED. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES NO PARTY MAKES ANY WARRANTY THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “INFORMATION PROVIDED HEREUNDER DOES NOT CONTAIN ERRORS. (b) EXCEPT AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND EXPLICITLY STATED HEREIN NO PARTY WILL NOT RELY ON, AND THE CITY IS NOT BE LIABLE FOR CONSEQUENTIAL OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) INCIDENTAL DAMAGES OF ANY AND EVERY KIND NATURE ARISING FROM SUCH PARTY'S ACTIVITIES UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT LIMIT THE INDEMNIFICATION OBLIGATION OF SUCH PARTY UNDER SECTION 18 BELOW FOR CONSEQUENTIAL OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME INCIDENTAL DAMAGES RECOVERED BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYA THIRD PARTY.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINThe express representation and warranties of Seller contained in this Agreement are exclusive and are in lieu of all other representations and warranties, IT IS UNDERSTOOD either statutory, express or implied, AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME ARE ALL MADE ANY WARRANTIES OR REPRESENTATIONS WITHOUT WARRANTY OF ANY KIND OR CHARACTERTITLE, EITHER STATUTORY, EXPRESS OR IMPLIED. BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, WITH RESPECT AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE (a) THE ACCURACY, COMPLETENESS OR MATERIALITY OR ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY OR ON BEHALF OF SELLER, (b) THE PROPERTYENVIRONMENTAL CONDITION OF THE ASSETS, INCLUDING(c) THE ABILITY OF THE ASSETS TO PRODUCE HYDROCARBONS, BUT NOT LIMITED TO, (d) ANY WARRANTIES IMPLIED OR REPRESENTATIONS AS TO HABITABILITY, EXPRESS WARRANTY OF MERCHANTABILITY, (e) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT (f) ANY IMPLIED OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY EXPRESS WARRANTY OF CONFORMITY TO MODELS OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR SAMPLES OF MATERIALS AND (g) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW. IT IS THE COMPLIANCE EXPRESS INTENTION OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES PARTIES THAT THE ASSEST, INCLUDING PERSONAL PROPERTY, EQUIPMENT AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY FIXTURES ARE BEING SOLD TO BUYER IN THEIR PRESENT CONDITION AND BUYER SHALL ACCEPT THE PROPERTY STATE OF REPAIR “AS IS, ” AND “WHERE IS, ” AND “WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED THAT WITH RESPECT TO THE PROPERTY) SUCH MATTERS BUYER IS RELYING SOLELY UPON ITS OWN INVESTIGATION AND THAT AT CLOSING BUYER WILL HAVE MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, CAUSED TO WHOMEVER BE MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, INSPECTIONS AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS NECESSARY, ADVISABLE OR APPROPRIATE. THE PARTIES AGREE THAT THIS PROVISION HAS BEEN NEGOTIATED AT ARMS LENGTH AND THAT THE TOTAL PURCHASE PRICE REFLECTS THE INCLUSION OF THIS PROVISION. THE PARTIES AGREE THAT, TO THE CONDITION EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED HEREIN ARE “CONSPICUOUS” DISCLAIMERS FOR THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS PURPOSES OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTSLAW, OMISSIONS, EVENTS, CIRCUMSTANCES RULE OR MATTERS REGARDING THE PROPERTYORDER.

Disclaimers. NOTWITHSTANDING BARBRI will host and provide the Course using a commercially reasonable level of skill and care. That said, THE COURSE AND ANY OTHER PROVISION CONTAINED HEREININFORMATION, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES PRODUCTS, OR REPRESENTATIONS SERVICES THEREIN ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND KIND, EITHER EXPRESS OR CHARACTERIMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ▇▇▇▇▇▇ DOES NOT WARRANT AND HEREBY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYACCURACY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSADEǪUACY, OR THE COMPLIANCE COMPLETENESS OF THE PROPERTY WITH LAWSCOURSE, INFORMATION OBTAINED FROM A COURSE OR LINK TO A COURSE. BARBRI DOES NOT WARRANT THAT THE COURSE WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT THE COURSE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, BARBRI DOES NOT WARRANT THAT (A) THE Course WILL MEET YOUR REǪUIREMENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES, (B) THE Course WILL NOT EXPERIENCE OUTAGES OR OTHERWISE BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE INFORMATION OR SERVICES OBTAINED THROUGH OR FROM THE Course WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, COMPLETELY SECURE, OR RELIABLE, OR (D) THAT DEFECTS IN OR ON THE Course WILL BE CORRECTED. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS DOES NOT RELIED MAKE ANY REPRESENTATION REGARDING YOUR ABILITY TO TRANSMIT AND WILL NOT RELY ONRECEIVE INFORMATION FROM OR THROUGH THE Course, AND YOU AGREE AND ACKNOWLEDGE THAT YOUR ABILITY TO ACCESS THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITINGCourse MAY BE IMPAIRED. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST BARBRI DISCLAIMS ANY AND ALL CLAIMS, DEMANDS, CAUSES LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR THE ACCESS OR USE OF ACTION (INCLUDING CAUSES THE Course OR ANY INFORMATION OR SERVICES RELATED TO IT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF THE Course OR ANY AND EVERY KIND INFORMATION OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SERVICES PROVIDED THEREON IS AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYYOUR OWN RISK.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED AT CLOSING PURSUANT TO SECTIONS 4.2 AND 4.3 HERETO (THE “CLOSING DOCUMENTS”), IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEEDS AND THE GROUND LEASE ASSIGNMENT), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE DELIVERIES OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT AND THE CLOSING DOCUMENTS. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL SHALL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTYDELIVERIES) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL SHALL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND SHALL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S AND ITS PARTNERS’ RESPECTIVE OFFICERS, EMPLOYEESDIRECTORS, PARTNERS, MEMBERS, 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 ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYSELLER’S AND ITS PARTNERS’ RESPECTIVE OFFICERS, EMPLOYEESDIRECTORS, PARTNERS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.

Disclaimers. NOTWITHSTANDING THE SOFTWARE AND ANY OTHER PROVISION CONTAINED HEREINTHIRD PARTY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS. SWIMLANE MAKES NO WARRANTY, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES REPRESENTATION, GUARANTY OR REPRESENTATIONS CONDITION OF ANY KIND KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR CHARACTEROTHERWISE (INCLUDING, EXPRESS WITHOUT LIMITATION, WARRANTIES OF RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SECURITY, ACCURACY, COMPLETENESS, TITLE OR IMPLIEDNON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTYSOFTWARE, INCLUDINGTHIRD PARTY SOFTWARE OR THE SERVICES OR ANY MATERIALS PROVIDED IN CONNECTION THEREWITH. SWIMLANE DOES NOT REPRESENT, BUT NOT LIMITED WARRANT OR GUARANTY THAT (A) THE SOFTWARE OR ANY THIRD PARTY SOFTWARE WILL BE 100% SECURE OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SERVICE OR DATA; (B) THE SOFTWARE, THIRD PARTY SOFTWARE AND SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY DATA STORED USING THE SOFTWARE WILL BE ACCURATE, RELIABLE, OR SECURE; (D) ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED; (E) THE SOFTWARE OR ANY THIRD PARTY SOFTWARE OR SERVICES USED BY SWIMLANE IN CONNECTION WITH THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) THE SOFTWARE WILL DETECT, ALERT CUSTOMER TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSRESPOND TO, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR RESOLVE ANY GIVEN SECURITY THREAT OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYBREACH.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSed OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER'S limited WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT latent or patent PHYSICAL OR PATENT PHYSICAL ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “"AS IS, WHERE IS, WITH ALL FAULTS”", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSed OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLYincluding specifically, WITHOUT LIMITATIONwithout limitation, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTYproperty information packages distributed with respect to the property) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY orALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION UNLESS SPECIFICALLY SET FORTH IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.THIS

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD PURCHASER ACKNOWLEDGES AND AGREED AGREES THAT THE CITY IS NOT MAKING PROPERTY HAVE BEEN SOLD AND CONVEYED TO PURCHASER AND PURCHASER HAS NOT AT ACCEPTED THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.” EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.1 OF THE PURCHASE AGREEMENT AND THE LIMITED WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED FROM SELLER TO PURCHASER, SELLER HEREBY EXPRESSLY DISCLAIMS ANY TIME MADE ANY AND ALL REPRESENTATIONS AND WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE OR ANY OTHER DISCLAIMER SET FORTH HEREIN, SELLER AND PURCHASER HEREBY AGREE THAT SELLER HAS NOT MADE AND IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO (A) THE NATURE OR CONDITION, PHYSICAL OR OTHERWISE, OF THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, (B) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE IMPROVEMENTS OR THE STATE OF REPAIR OR LACK OR REPAIR OF ANY OF THE IMPROVEMENTS, (C) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE IMPROVEMENTS, (D) THE SOIL CONDITIONS, DRAINAGE CONDITIONS, TOPOGRAPHICAL FEATURES, ACCESS TO PUBLIC RIGHTS-OF-WAY, AVAILABILITY OF UTILITIES OR OTHER CONDITIONS OR CIRCUMSTANCES WHICH AFFECT OR MAY AFFECT THE PROPERTY OR ANY USE TO WHICH PURCHASER MAY PUT THE PROPERTY, (E) ANY CONDITIONS AT OR WHICH AFFECT OR MAY AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENT POTENTIAL OR OTHERWISE, (F) THE AREA, SIZE, SHAPE, CONFIGURATION, LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES, VALUE, MAKE, MODEL, COMPOSITION, AUTHENTICITY OR AMOUNT OF THE PROPERTY OR ANY PART THEREOF, (G) EXCEPT FOR THE LIMITED WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED, THE NATURE OR EXTENT OF TITLE TO THE PROPERTY, OR ANY EASEMENT, RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONTRACT, CONDITION OR OTHERWISE THAT MAY AFFECT TITLE TO THE PROPERTY, (I) ANY ENVIRONMENTAL, GEOLOGICAL, METEOROLOGICAL, STRUCTURAL, OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ABSENCE OF ASBESTOS OR ANY WARRANTIES ENVIRONMENTALLY HAZARDOUS SUBSTANCE ON, IN, UNDER OR REPRESENTATIONS AS ADJACENT TO HABITABILITYTHE PROPERTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR (I) THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT OR THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT OPERATION OR USE OF THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSAPPLICABLE RESTRICTIVE COVENANTS, OR INFORMATION PERTAINING TO THE PROPERTY WITH ANY LAWS, ORDINANCES OR RELATING THERETO REGULATIONS OF ANY GOVERNMENTAL BODY (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE ANY ZONING LAWS OR FURNISHED BY THE CITYREGULATIONS, OR THE CITY’S OFFICERSANY BUILDING CODES, EMPLOYEESANY ENVIRONMENTAL LAWS, AND AGENTSTHE AMERICANS WITH DISABILITIES ACT OF 1990, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING42 U.S.C. 12101 ET SEQ. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO UPON CLOSING, SUCH INVESTIGATIONS OF PURCHASER SHALL ASSUME THE PROPERTYRISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO THE TO, VIOLATIONS OF ANY APPLICABLE LAWS, CONSTRUCTION DEFECTS, AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFCONDITIONS, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS), CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY WORK BE REQUIRED TO PUT THE PROPERTY IN COMPLIANCE WITH ANY APPLICABLE LAWS, OR SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH WORK, CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINTHE SITE IS PROVIDED “AS IS” AND DEERE DISCLAIMS ALL WARRANTIES, IT IS UNDERSTOOD EXPRESS, IMPLIED AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES STATUTORY, ARISING BY LAW OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIEDOTHERWISE, WITH RESPECT TO THE PROPERTYSITE OR USE OF THE USER CONTENT. DEERE DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR USE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, TITLECOURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE COMPLETELY SECURE, LEASINGUNINTERRUPTED OR ERROR FREE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSTHAT DEFECTS WILL BE CORRECTED, OR THAT THE COMPLIANCE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF THE PROPERTY WITH LAWSVIRUSES OR OTHER HARMFUL COMPONENTS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY THIS SITE IS NOT LIABLE FOR ENDORSED, ADMINISTERED BY OR BOUND BYASSOCIATED WITH FACEBOOK, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSINSTAGRAM, OR INFORMATION PERTAINING TWITTER. IN ADDITION, DEERE IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF FACEBOOK, INC., INSTAGRAM, LLC, TWITTER, INC. OR ANY OTHER ONLINE SERVICE PROVIDER. YOU HEREBY IRREVOCABLY WAIVE ALL LEGAL AND EQUITABLE RIGHTS RELATING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLYALL LIABILITIES, WITHOUT LIMITATIONCLAIMS, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYDEMANDS, OR THE CITY’S OFFICERSACTIONS, EMPLOYEESSUITS, DAMAGES AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTYEXPENSES, INCLUDING BUT NOT LIMITED TO THE CLAIMS FOR COPYRIGHT OR TRADEMARK INFRINGEMENT, INFRINGEMENT OF MORAL RIGHTS, DEFAMATION, INVASION OF RIGHTS OF PRIVACY, RIGHTS OF PUBLICITY, INTRUSION, FALSE LIGHT, PUBLIC DISCLOSURE OF PRIVATE FACTS, PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST OR EMOTIONAL INJURY OR DISTRESS OR ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES SIMILAR CLAIM OR CAUSE OF ACTION IN TORT), LOSSESCONTRACT OR ANY OTHER LEGAL THEORY, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, NOW KNOWN OR UNKNOWNHEREAFTER KNOWN IN ANY JURISDICTION THROUGHOUT THE WORLD ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE USER CONTENT. DEERE SHALL HAVE NO OBLIGATION OR LIABILITY IN CONTRACT, WARRANTY, TORT OR OTHERWISE FOR LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN THE SITE OR USE OF THE USER CONTENT, EACH OF WHICH BUYER MIGHT IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT WE HAVE ASSERTED OR ALLEGED AGAINST BEEN ADVISED OF THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON POSSIBILITY OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYSUCH DAMAGES.

Disclaimers. NOTWITHSTANDING EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER PROVISION CONTAINED HEREINDOCUMENTS DELIVERED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY LAND AND IMPROVEMENTS WITH LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE UPON CLOSING, THE CITY SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN ANY DOCUMENTS DELIVERED AT CLOSING. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE LAND AND IMPROVEMENTS, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS DELIVERED AT CLOSING. THE AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED IN THIS SECTION 9.2 CONSTITUTE A CONCLUSIVE ADMISSION THAT BUYER, AS A SOPHISTICATED, KNOWLEDGEABLE INVESTOR IN REAL PROPERTY, SHALL ACQUIRE THE PROPERTY SOLELY UPON ITS OWN JUDGMENT AS TO ANY MATTER GERMANE TO THE PROPERTY OR TO BUYER'S CONTEMPLATED USE OR INVESTMENT IN THE PROPERTY, AND NOT UPON ANY STATEMENT, REPRESENTATION OR WARRANTY BY SELLER OR ANY AFFILIATE, AGENT OR REPRESENTATIVE OF SELLER (INCLUDING SELLER'S BROKER), WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY DOCUMENT REQUIRED TO BE EXECUTED BY SELLER AND DELIVERED TO BUYER AT CLOSING. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AS A SOPHISTICATED AND KNOWLEDGEABLE INVESTOR IN REAL PROPERTY, BUYER IS AWARE THAT MOLD, WATER DAMAGE, FUNGI, BACTERIA, INDOOR AIR POLLUTANTS OR OTHER BIOLOGICAL GROWTH OR GROWTH FACTORS (COLLECTIVELY CALLED "INDOOR AIR POLLUTANTS") MAY EXIST AT THE PROPERTY AND THAT SUCH INDOOR AIR POLLUTANTS MAY BE UNDISCOVERABLE DURING ROUTINE OR INVASIVE INSPECTIONS, OWNERSHIP, OR OPERATIONS OF THE PROPERTY. IN EVALUATING ITS PURCHASE OF THE PROPERTY AND DETERMINING THE PURCHASE PRICE, BUYER HAS TAKEN (OR SHALL TAKE) THESE MATTERS INTO ACCOUNT, AND BUYER SHALL ASSUME, AT CLOSING, THE RISK OF ALL INDOOR AIR POLLUTANTS, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM PATENT OR LATENT CONSTRUCTION DEFECTS. PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING INCLUDING, BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFCONDITIONS OF THE LAND AND IMPROVEMENTS, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTYPROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE LAND AND IMPROVEMENTS, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENTS DELIVERED AT CLOSING. AT THE UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER, SELLER’S AFFILIATED ENTITIES (INCLUDING WITHOUT LIMITATION THE CITY (PROPERTY MANAGER) AND CITY’S THEIR RESPECTIVE OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES AND AGENTSAGENTS (COLLECTIVELY, “SELLER PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTSEXPENSES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) ANY SELLER PARTY OR PARTIES AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

Disclaimers. NOTWITHSTANDING (a) OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER PROVISION CONTAINED HEREINSTATEMENT OR AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES WHETHER WRITTEN OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIEDORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE PROPERTYSERVICES. (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYOF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT. ST Development DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, TITLEANY PART OF THE SERVICES, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSINCLUDING MOBILE SERVICES, OR THE COMPLIANCE ANY OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGMATERIALS CONTAINED THEREIN, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS ISWILL BE CONTINUOUS, WHERE ISUNINTERRUPTED, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED TIMELY, OR ERROR-FREE AND WILL NOT RELY ON, AND THE CITY IS NOT BE LIABLE FOR ANY LOSSES RELATING THERETO. ST Development DOES NOT REPRESENT OR BOUND BYWARRANT THAT THE SITE, THE SERVICES OR ANY EXPRESS OR IMPLIED WARRANTIESMATERIALS OF ST Development ARE ACCURATE, GUARANTIESCOMPLETE, STATEMENTSRELIABLE, REPRESENTATIONSCURRENT, ERROR-FREE, OR INFORMATION PERTAINING FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. (c) TO THE PROPERTY MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF ST Development OR RELATING THERETO (INCLUDING SPECIFICALLYITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, WITHOUT LIMITATIONMEMBERS, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYDIRECTORS, OR THE CITY’S OFFICERS, EMPLOYEES, AND ATTORNEYS, AGENTS, TO WHOMEVER MADE REPRESENTATIVES, SUPPLIERS OR GIVENCONTRACTORS WILL BE LIABLE FOR ANY DIRECT, DIRECTLY INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE OR INDIRECTLYCONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: i. ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, ORALLY OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ST Development OR ITS AFFILIATES; ii. ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE OR SERVICES, OR IN WRITINGCONNECTION WITH THIS AGREEMENT; iii. BUYER REPRESENTS TO ANY INACCURACY, DEFECT OR OMISSION OF ANY DATA OR INFORMATION ON THE CITY THAT BUYER HAS CONDUCTEDSITE; iv. ANY ERROR, DELAY OR WILL CONDUCT PRIOR TO CLOSINGINTERRUPTION IN THE TRANSMISSION OF SUCH DATA; v. ANY DAMAGES INCURRED BY ANY ACTIONS, SUCH INVESTIGATIONS OMISSIONS OR VIOLATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF THESE TERMS BY ANY THIRD PARTIES; OR vi. ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY ST Development. (d) WE MAKE NO WARRANTY AS TO THE CONDITION MERIT, LEGALITY OR JURIDICAL NATURE OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION TOKEN SOLD ON OUR PLATFORM (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND WHETHER OR CHARACTER, KNOWN NOT IT IS CONSIDERED A SECURITY OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF FINANCIAL INSTRUMENT UNDER ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYSECURITIES LAWS).

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED (a) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ‎Article IV (INCLUDING IN THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN), IT IS UNDERSTOOD AND AGREED THAT IN THE CITY IS NOT MAKING AND HAS NOT CERTIFICATES OF SELLER TO BE DELIVERED AT ANY TIME MADE ANY WARRANTIES CLOSING, OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIEDIN THE SPECIAL WARRANTY, WITH RESPECT TO THE PROPERTYPROPERTIES AND THE TRANSACTIONS CONTEMPLATED HEREBY: (i) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, INCLUDINGSTATUTORY, BUT EXPRESS, OR IMPLIED, AND (ii) BUYER HAS NOT LIMITED RELIED UPON AND SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE OR COMMUNICATED, ORALLY OR IN WRITING, TO ANY PERSON (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY EMPLOYEE, AGENT, OFFICER, DIRECTOR, MEMBER, MANAGER, EQUITY OWNER, CONSULTANT, REPRESENTATIVE, OR ADVISOR OF SELLER, THE COMPANY, OR ANY OF THEIR AFFILIATES). (b) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ‎Article IV (INCLUDING IN THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN), IN THE CERTIFICATES OF SELLER TO BE DELIVERED AT CLOSING, OR IN THE SPECIAL WARRANTY, SELLER EXPRESSLY DISCLAIMS AND BUYER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY, STATUTORY, EXPRESS, OR IMPLIED, AS TO (i) TITLE TO ANY OF THE PROPERTIES, (ii) THE CONTENTS, CHARACTER, OR NATURE OF ANY DESCRIPTIVE MEMORANDUM OR ANY REPORT OF ANY ENGINEER OR CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO THE PROPERTIES, (iii) THE QUANTITY, QUALITY, OR RECOVERABILITY OF HYDROCARBONS OR OTHER SUBSTANCES IN OR FROM THE PROPERTIES, (iv) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (v) THE PRODUCTION OF HYDROCARBONS OR OTHER SUBSTANCES FROM THE PROPERTIES, (vi) ANY ESTIMATES OF OPERATING COSTS AND CAPITAL REQUIREMENTS FOR ANY WELL, OPERATION, OR PROJECT, (vii) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, OR MARKETABILITY OF THE PROPERTIES, (viii) THE CONTENT, CHARACTER, OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS, OR STATEMENTS PREPARED BY THIRD PARTIES, (ix) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT, TRADEMARK, TRADE DRESS, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT, (x) THE CALCULATION OF, OR LIABILITY WITH RESPECT TO, ANY WARRANTIES TAXES OF THE COMPANY OR REPRESENTATIONS AS THE BUYER OR RELATING TO HABITABILITYTHE ASSETS, OR THE CORRECTNESS OR PRESENCE OF ANY TAX POSITIONS OR TAX ATTRIBUTES OF THE COMPANY OR RELATING TO THE ASSETS, IN EACH CASE FOR PERIODS OR STRADDLE PERIODS BEGINNING AT OR AFTER THE CLOSING DATE OR (xi) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ANY PERSON IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO; AND FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, STATUTORY, EXPRESS, OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER, TITLEIN PURCHASING THE TARGET INTERESTS, LEASINGSHALL BE DEEMED TO BE OBTAINING ALL PROPERTY AND EQUIPMENT OWNED BY THE COMPANY IN THEIR PRESENT STATUS, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIESAND STATE OF REPAIR, OPERATING HISTORY “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. (c) Any representation that is made “to the knowledge of Seller,” “to Seller’s knowledge,” or with other similar qualifier is limited to matters within the Actual Knowledge of ▇▇▇▇ ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BYPresident and Chief Executive Officer of the Company, ANY EXPRESS OR IMPLIED WARRANTIESwithout any duty of inquiry. “Actual Knowledge” for purposes of this Agreement means information actually personally known. (d) Inclusion of a matter on a Schedule to a representation or warranty which addresses matters having a Material Adverse Effect shall not be deemed an indication that such matter does, GUARANTIESor may, STATEMENTShave a Material Adverse Effect. Matters may be disclosed on a Schedule to this Agreement for purposes of information only. Matters disclosed in each Schedule shall qualify the representation and warranty in which such Schedule is referenced and any other representation and warranty to which the matters disclosed reasonably relate. The fact that any item of information is disclosed in a Schedule to this Agreement shall not constitute an admission that such item is material, REPRESENTATIONSthat such item has had or would have a Material Adverse Effect, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO or that the disclosure is required under the terms of this Agreement. (INCLUDING SPECIFICALLYe) Subject to the foregoing provisions of this ‎Section 4.1 and the other terms and conditions of this Agreement, WITHOUT LIMITATIONeach Seller represents and warrants to Buyer, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYas of the Original Execution Date and the Closing Date, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYthe matters set out in Sections ‎4.2 through ‎Section 4.23.

Disclaimers. NOTWITHSTANDING 15.1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES WARRANTY OR REPRESENTATIONS GUARANTEE OF ANY KIND OR CHARACTERKIND, EXPRESS OR WHETHER EXPRESS, IMPLIED, WITH RESPECT TO THE PROPERTYSTATUTORY, INCLUDINGOR OTHERWISE, BUT NOT LIMITED TOAND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYIMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLEOR NON-INFRINGEMENT, LEASINGAND ALL WARRANTIES ARISING FROM COURSE OF DEALING, ZONINGUSAGE OR TRADE PRACTICE, TAX CONSEQUENCESTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 15.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LATENT OR PATENT PHYSICAL CONDITIONALL SERVICES, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES SUPPORT AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY ANY OTHER MATERIAL ARE PROVIDED BY Botprise ON AN “AS IS, WHERE IS, WITH ALL FAULTS”” AND “AS AVAILABLE” BASIS. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ONBotprise MAKES NO REPRESENTATION OR WARRANTY, AND THE CITY IS NOT LIABLE FOR HAS NO SUPPORT OBLIGATIONS OR BOUND BYLIABILITY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO ANY CUSTOMER COMPONENT. WITHOUT LIMITING THE PROPERTY) MADE OTHER PROVISIONS OF THIS SECTION 15, Botprise MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION, ANCILLARY TOOLS OR FURNISHED BY THE CITYANY OTHER MATERIAL, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS RESULTS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION USE THEREOF, AS BUYER DEEMS NECESSARY WILL: (a) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE ERROR FREE OR (e) BE COMPATIBLE, WORK WITH OR CONTINUE TO SATISFY ITSELF AS WORK WITH CUSTOMER COMPONENTS. ANY CHANGES TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION CUSTOMER COMPONENTS (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTSTHEIR UNAVAILABILITY) OF ANY AND EVERY KIND OR CHARACTER, KNOWN THIRD-PARTY TERMS DURING AN ORDER TERM DO NOT AFFECT CUSTOMER’S OBLIGATIONS UNDER THE APPLICABLE ORDER OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYTHIS AGREEMENT.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY VERBALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT ANY REMEDY PROVIDED TO PURCHASER UNDER SECTION 6.3 OF THIS AGREEMENT. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING AS A RESULT OF THE INTRODUCTION OF A HAZARDOUS SUBSTANCE ONTO THE PROPERTY OR THE OCCURRENCE OF AN ENVIRONMENTAL CONDITION AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE EXCEPT AS SET FORTH IN THIS AGREEMENT, PURCHASER, UPON CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. AS PART OF THE PROVISIONS OF THIS SECTION 9.2, BUT NOT AS A LIMITATION THEREON, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED.

Disclaimers. NOTWITHSTANDING EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10: (i) TRUSTWELL AND ITS AFFILIATES AND PROVIDERS DO NOT MAKE ANY OTHER PROVISION CONTAINED HEREINREPRESENTATIONS OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IT IS UNDERSTOOD SPECIFICALLY DISCLAIM ANY AND AGREED THAT THE CITY IS NOT MAKING ALL WARRANTIES AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERREPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO INCLUDING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR USE (WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED), TITLEWARRANTIES OF TITLE AND NON-INFRINGEMENT, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSANY IMPLIED INDEMNIFICATION OBLIGATIONS, OR THE COMPLIANCE OTHER WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM, WITH RESPECT TO ANY ASPECT OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES SAAS APPLICATIONS AND AGREES SERVICES AND ANY COMPONENTS THEREOF OR THEIR USE OR THE OUTPUT OR RESULTS OBTAINED FROM SUCH USE, ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE THEREUPON OR AS TO THE PERFORMANCE THEREOF (WHETHER PERFORMED IN WHOLE, PART OR NOT AT ALL), (ii) TRUSTWELL AND ITS AFFLIATES AND PROVIDERS DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SAAS APPLICATIONS AND SERVICES OR ANY COMPONENTS OR OUTPUT THEREOF OR THAT AT THEY WILL BE ERROR FREE OR FREE FROM MALWARE OR OTHER INFIRMITY OR CORRUPTION AND THEREFORE, NONE OF THEM SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN, AND (iii) THE CLOSING, THE CITY SHALL SELL SAAS APPLICATIONS AND CONVEY TO BUYER SERVICES AND BUYER SHALL ACCEPT THE PROPERTY ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED ” BASIS AND WILL NOT RELY ON, AND THE CITY CLIENT’S USE THEREOF IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITYAT CLIENT’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYOWN RISK.

Disclaimers. NOTWITHSTANDING THE PROGRAM, THE LOQU8 SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE LOQU8 SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, ▇▇▇▇▇.▇▇▇ DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE LOQU8 MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD INFORMATION AND AGREED THAT CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE CITY IS NOT MAKING AND HAS NOT AT PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY TIME MADE OF OUR AFFILIATES OR LICENSORS MAKE ANY WARRANTIES REPRESENTATION OR REPRESENTATIONS WARRANTY OF ANY KIND OR CHARACTERKIND, EXPRESS OR WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PROPERTYSERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, INCLUDINGWE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, BUT NOT LIMITED TOINCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITYSATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLENON-INFRINGEMENT, LEASINGAND QUIET ENJOYMENT, ZONINGAND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, TAX CONSEQUENCESPERFORMANCE, LATENT OR PATENT PHYSICAL CONDITIONTRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, UTILITIESOR MAY CHANGE THE NATURE, OPERATING HISTORY FEATURES, FUNCTIONS, SCOPE, OR PROJECTIONSOPERATION OF ANY SERVICE OFFERING, VALUATIONAT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, GOVERNMENTAL APPROVALSWILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE LOQU8 SITE, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇ HAS SITE WILL CREATE ANY WARRANTY NOT RELIED AND EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL NOT RELY ONBE RESPONSIBLE FOR ANY COMPENSATION, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSREIMBURSEMENT, OR INFORMATION PERTAINING TO THE PROPERTY DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR RELATING THERETO (INCLUDING SPECIFICALLYREVENUE, WITHOUT LIMITATIONANTICIPATED SALES, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYGOODWILL, OR THE CITY’S OFFICERSOTHER BENEFITS, EMPLOYEES(Y) ANY INVESTMENTS, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTEDEXPENDITURES, OR WILL CONDUCT PRIOR TO CLOSINGCOMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, SUCH INVESTIGATIONS OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYPROGRAM.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION: (i) THE PRODUCTS ARE PROVIDED “AS IS,” WITH ALL FAULTS, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND; AND (ii) KNOWBE4 EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR AND IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY THE IMPLIED WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. KNOWBE4 DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PRODUCTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT MARKETING OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSPROMOTIONAL MATERIALS, OR ADVICE GIVEN BY KNOWBE4 OR KNOWBE4’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE COMPLIANCE SCOPE OF THE PROPERTY WITH LAWSEXPRESS WARRANTIES PROVIDED HEREIN. ▇▇▇▇▇ CUSTOMER ACKNOWLEDGES THAT COURSEWARE IS FOR GENERAL INFORMATION PURPOSES ONLY AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY KNOWBE4 IS NOT LIABLE A LAW FIRM NOR DOES IT PROVIDE ANY PROFESSIONAL OR ADVISORY SERVICES. THE INFORMATION PRESENTED IS NOT LEGAL ADVICE AND IS NOT TO BE ACTED ON AS SUCH. THE PRODUCTS MAY CONTAIN THE TRADE NAMES OR TRADEMARKS OF VARIOUS THIRD PARTIES AND, IF SO, ANY SUCH USE IS FOR ILLUSTRATIVE AND EDUCATIONAL PURPOSES ONLY. ALL PRODUCT AND COMPANY NAMES ARE PROPERTY OF THEIR RESPECTIVE OWNERS. USE OR BOUND DISPLAY OF THE MARKS DOES NOT IMPLY ANY AFFILIATION WITH, ENDORSEMENT BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) ASSOCIATION OF ANY KIND BETWEEN SUCH THIRD PARTIES AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYKNOWBE4.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITYMERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ .” PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTSSTATEMENT S, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSSELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY VERBALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ATTORNEY’S FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED BY ANY GOVERNMENTAL ENTITY AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL, AS BETWEEN THE SELLER AND PURCHASER, BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF THE PURCHASER.

Disclaimers. NOTWITHSTANDING EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, THE PROJECT FACILITIES AND ANY OTHER PROVISION CONTAINED HEREINASSETS OF CPI, IT IS UNDERSTOOD CEM, THE INVESTOR SUBSIDIARIES, THE SERVICE SUBSIDIARIES AND AGREED THAT THE CITY IS NOT MAKING PROJECT COMPANIES ARE BEING ACQUIRED BY BUYER “AS IS” AND HAS NOT AT “WHERE IS”, AND EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, SELLER EXPRESSLY DISCLAIMS ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERNATURE, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, AS TO LIABILITIES, OPERATIONS OF THE PROJECT FACILITIES AND ANY OTHER ASSETS OF CPI, CEM, THE INVESTOR SUBSIDIARIES, THE SERVICE SUBSIDIARIES AND THE PROJECT COMPANIES (COLLECTIVELY, THE “ACQUIRED ASSETS”), THE TITLE, CONDITION, VALUE OR QUALITY OF THE ACQUIRED ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE ACQUIRED ASSETS, AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYACQUIRED ASSETS, INCLUDINGOR ANY PART THEREOF, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSTHE WORKMANSHIP THEREOF, OR THE COMPLIANCE ABSENCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGANY DEFECTS THEREIN, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR WHETHER LATENT OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSPATENT, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED COMPLIANCE WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYENVIRONMENTAL REQUIREMENTS, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS APPLICABILITY OF THE PROPERTYANY GOVERNMENTAL REQUIREMENTS, INCLUDING BUT NOT LIMITED TO ANY ENVIRONMENTAL LAWS, OR WHETHER SELLER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE PHYSICAL PURCHASED ASSETS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS LAWS WITH RESPECT TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYFOREGOING.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION NOTHING CONTAINED HEREININ THIS AGREEMENT WILL BE CONSTRUED AS: (A) A WARRANTY OR REPRESENTATION BY EITHER PARTY AS TO THE VALIDITY, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES ENFORCEABILITY, OR REPRESENTATIONS SCOPE OF ANY KIND PATENT; (B) A WARRANTY OR CHARACTERREPRESENTATION THAT ANY MANUFACTURE, EXPRESS SALE, OFFER FOR SALE, LEASE, IMPORT, USE OR IMPLIEDOTHER DISPOSITION OF ANY COLLABORATION PRODUCTS HEREUNDER WILL BE FREE FROM INFRINGEMENT OF PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH AT SECTIONS 9.2 AND 9.3; (C) A WARRANTY OR REPRESENTATION BY EITHER PARTY WITH RESPECT TO THEIR ENFORCEMENT OF ANY PATENT INCLUDING WITHOUT LIMITATION THE PROSECUTION, DEFENSE OR CONDUCT OF ANY ACTION OR SUIT CONCERNING INFRINGEMENT OF ANY SUCH PATENT; (D) CONFERRING ANY RIGHT TO USE IN ADVERTISING, PUBLICITY, OR OTHERWISE, ANY TRADEMARK, TRADE NAME OR NAMES, OR ANY CONTRACTION, ABBREVIATION OR SIMULATION THEREOF, OF EITHER PARTY; (E) AN OBLIGATION UPON EITHER PARTY TO MAKE ANY DETERMINATION AS TO THE APPLICABILITY OF ANY OF ITS PATENTS TO ANY COLLABORATION PRODUCT; (F) AN INDUCEMENT BY ONE PARTY TO THE OTHER TO USE ANY PATENTS OR TO MAKE, USE, OR SELL COLLABORATION PRODUCTS COVERED BY ANY PATENTS, OR AN INDUCEMENT OF THE OTHER PARTY'S CUSTOMERS TO PURCHASE OR OTHERWISE USE COLLABORATION PRODUCTS COVERED BY ANY PATENTS; (G) AN ADMISSION BY EITHER PARTY THAT ANY OF ITS COLLABORATION PRODUCTS INFRINGE ANY PATENTS OF THE OTHER PARTY; OR (H) A WARRANTY OR REPRESENTATION BY EITHER PARTY WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYCOLLABORATION PRODUCTS HEREUNDER.

Disclaimers. NOTWITHSTANDING ALL CONTRIBUTIONS OR ANY OTHER PROVISION CONTAINED HEREINMATERIALS OR ITEMS PROVIDED THROUGH SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE", IT IS UNDERSTOOD WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THIS SITE, WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY CONTRIBUTIONS OR ANY OTHER MATERIALS OR ITEMS AVAILABLE ON OR LINKED TO BY THIS SITE, INCLUDING WITHOUT LIMITATION, CONTENT HOSTED ON THIRD PARTY SITES, OR THAT WE BELIEVE CONTRIBUTIONS OR ANY OTHER MATERIALS OR ITEMS TO BE ACCURATE, USEFUL OR NON- HARMFUL. WE CANNOT GUARANTEE AND AGREED DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THIS SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU AGREE THAT YOUR USE OF THIS SITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE CITY IS NOT MAKING FULLEST EXTENT PERMITTED BY LAW, WE AND HAS NOT AT ANY TIME MADE ANY EACH OF OUR ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THIS SITE AND YOUR USE THEREOF. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT, THE CONTENT OF ANY SITE LINKED TO THIS SITE, CONTRIBUTIONS, INFORMATION OR ANY OTHER ITEMS OR MATERIALS ON THIS SITE OR LINKED TO BY THIS SITE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE OR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THIS SITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THIS SITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR CHARACTER, EXPRESS OTHERWISE MADE AVAILABLE VIA THIS SITE. SOME STATES OR IMPLIED, WITH RESPECT TO JURISDICTIONS DO NOT ALLOW THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES LIMITATION OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSEXCLUSION OF CERTAIN WARRANTIES, OR THE COMPLIANCE EXCLUSION OR LIMITATION OF THE PROPERTY WITH LAWSCERTAIN DAMAGES. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSINGIF YOU RESIDE IN ONE OF THESE STATES OR JURISDICTIONS, THE CITY SHALL SELL AND CONVEY ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYYOU.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “"AS IS, WHERE IS, WITH ALL FAULTS”", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. AT THE UPON CLOSING, BUYER EXCEPT FOR MATTERS INCLUDED IN SUCH REPRESENTATIONS, WARRANTIES, OR COVENANTS, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITY’S SELLER'S OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITY’S SELLER'S OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL, SUBJECT TO THE TERMS HEREOF, BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER.

Disclaimers. NOTWITHSTANDING YOUR USE OF THE NDP COLLABORATOR OR NDP COLLABORATOR SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING THE NDP COLLABORATOR OR NDP COLLABORATOR SERVICES ON AN “AS IS” BASIS WITHOUT ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGNON-INFRINGEMENT, ZONINGAND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSCOMPLETE, OR USEFUL, THAT THE COMPLIANCE OF NDP COLLABORATOR OR NDP COLLABORATOR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT THE PROPERTY WITH LAWSNDP COLLABORATOR OR NDP COLLABORATOR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS WE DO NOT RELIED AND WILL NOT RELY ONCONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE THE CITY IS NDP COLLABORATOR OR NDP COLLABORATOR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES THE NDP COLLABORATOR OR NDP COLLABORATOR SERVICES PROVIDE. WE ARE NOT LIABLE RESPONSIBLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLYCONTENT) OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, WITHOUT LIMITATIONOUR SUBSIDIARIES, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYAFFILIATES, OR THE CITY’S AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTSAGENTS (TOGETHER, TO WHOMEVER MADE “NOKIA””) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR GIVENDISPUTE (TOGETHER, DIRECTLY OR INDIRECTLY“CLAIM”) AND DAMAGES, ORALLY KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN WRITINGANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTEDYOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR WILL CONDUCT PRIOR ANY OTHER SIMILAR APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION, WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLOSING, SUCH INVESTIGATIONS OF CLAIMS WHICH THE PROPERTY, INCLUDING BUT CREDITOR DOES NOT LIMITED KNOW OR SUSPECT TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. EXIST IN HIS OR HER FAVOR AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED TIME OF EXECUTING THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWNRELEASE, WHICH BUYER MIGHT IF KNOWN BY HIM OR HER MUST HAVE ASSERTED MATERIALLY AFFECTED HIS OR ALLEGED AGAINST HER SETTLEMENT WITH THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYDEBTOR.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “"AS IS, WHERE IS, WITH ALL FAULTS”", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY VERBALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.ASSERTED

Disclaimers. NOTWITHSTANDING THE LIQUID AVATAR REFERRAL REWARDS AGENT PROGRAM, THE LIQUID AVATAR SITE, ANY REFERRAL LINKS, LINK FORMATS, CONTENT, ADVERTISING CONTENT, OUR AND OUR DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE LIQUID AVATAR AND ALL KABN MARKS AND NAMES), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER PROVISION CONTAINED HEREININTELLECTUAL PROPERTY RIGHTS, IT IS UNDERSTOOD INFORMATION AND AGREED THAT CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE CITY IS NOT MAKING LIQUID AVATAR REFERRAL REWARDS AGENT PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND HAS NOT AT “AS AVAILABLE”. NEITHER WE NOR ANY TIME MADE OF OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES OR LICENSORS, NOR ANY WARRANTIES OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIONS REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR CHARACTER, EXPRESS OR IMPLIEDOTHERWISE, WITH RESPECT TO THE PROPERTYSERVICE OFFERINGS. WE AND OUR PARENT COMPANIES, INCLUDINGSUBSIDIARIES, BUT NOT LIMITED TOAFFILIATES AND LICENSORS, INCLUDEING ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND RESPRESENTATIVES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYOF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLEOR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, LEASINGCUSTOM, ZONINGCOURSE OF DEALING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSPERFORMANCE, OR THE COMPLIANCE OF THE PROPERTY WITH LAWSTRADE USAGE. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY IS NOT LIABLE FOR OR BOUND BY, WE MAY DISCONTINUE ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONSSERVICE OFFERING, OR INFORMATION PERTAINING TO MAY CHANGE THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLYNATURE, WITHOUT LIMITATIONFEATURES, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYFUNCTIONS, SCOPE, OR THE CITY’S OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES OR LICENSORS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTSAGENTS OR REPRESENTATIVES WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, TO WHOMEVER MADE OR GIVENWILL FUNCTION AS DESCRIBED, DIRECTLY OR INDIRECTLY, ORALLY CONSISTENTLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTEDANY PARTICULAR MANNER, OR WILL CONDUCT PRIOR TO CLOSINGBE UNINTERRUPTED, SUCH INVESTIGATIONS ACCURATE, ERROR FREE, OR FREE OF THE PROPERTYHARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING BUT POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOFEXPRESSLY STATED IN THIS AGREEMENT. FURTHER, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION NEITHER WE NOR ANY OF THE PROPERTY. AT THE CLOSINGOUR PARENT COMPANIES, BUYER SHALL BE DEEMED TO HAVE WAIVEDSUBSIDIARIES, RELINQUISHED AND RELEASED THE CITY (AND CITY’S AFFILIATES OR LICENSORS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTSAGENTS OR REPRESENTATIVES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) FROM AND AGAINST ANY AND ALL CLAIMSLOSS OF PROSPECTIVE PROFITS OR REVENUE, DEMANDSANTICIPATED SALES, CAUSES GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE LIQUID AVATAR REFERRAL REWARDS AGENT PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF ACTION (INCLUDING CAUSES OF ACTION YOUR PARTICIPATION IN TORT), LOSSES, DAMAGESTHE LIQUID AVATAR REFERRAL REWARDS AGENT PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN REPRESENTATIONS THAT CANNOT BE EXCLUDED OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY LIMITED UNDER APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYLAW.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD ACULAB'S PRODUCTS AS PROVIDED BY ACULAB OR ITS LICENSORS ARE PROVIDED 'AS IS'. ACULAB AND AGREED THAT THE CITY IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERKIND, EXPRESS OR WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ACULAB'S PRODUCTS. EXCEPT TO THE PROPERTYEXTENT PROHIBITED BY APPLICABLE LAW, ACULAB AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYOF MERCHANTABILITY, MERCHANTABILITYSATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED AND WILL NOT RELY ONQUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. ACULAB AND ITS LICENSORS DOES/DO NOT WARRANT THAT ACULAB'S PRODUCTS WILL, (i) FUNCTION AS DESCRIBED; (ii) BE UNINTERRUPTED OR ERROR FREE OR FREE OF HARMFUL COMPONENTS; OR THAT (a) THE CITY IS CONTENT OR DATA YOU STORE WITHIN ACULAB'S PRODUCTS WILL BE SECURE; (b) SAFE FROM UNAUTHORISED ACCESS; OR (c) NOT LIABLE OTHERWISE ALTERED, DELETED, LOST, DAMAGED OR DESTROYED. ACULAB AND ITS LICENSORS SHALL NOT BE RESPONSIBLE FOR OR BOUND BYANY INTERRUPTIONS TO ACULAB'S PRODUCTS, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLYINCLUDING, WITHOUT LIMITATION, PROPERTY POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OBTAINED BY YOU FROM ACULAB OR FURNISHED BY THE CITY, FROM ANY THIRD PARTY OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR THROUGH ACULAB'S PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. AT THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYTHIS AGREEMENT.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT PHYSICAL OR PATENT PHYSICAL ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED AT CLOSING. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY VERBALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED AT CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS EXCEPT FOR ENVIRONMENTAL MATTERS CAUSED SOLELY BY SELLER (AND NOT DISCLOSED BY EITHER SELLER OR THE ENVIRONMENTAL REPORTS) DURING ITS OWNERSHIP OF THE PROPERTY) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER EXCEPT FOR ENVIRONMENTAL MATTERS CAUSED SOLELY BY SELLER (AND NOT DISCLOSED BY EITHER SELLER OR THE ENVIRONMENTAL REPORTS) DURING ITS OWNERSHIP OF THE PROPERTY. (b) Except as otherwise specifically stated in this Agreement, Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any construction defects, errors, omissions, or on account of any other conditions affecting the Property, as Purchaser is purchasing the Property AS IS, WHERE IS, and WITH ALL FAULTS. Purchaser or anyone claiming by, through or under Purchaser, hereby fully releases Seller, its employees, officers, directors, representatives, attorneys and agents from any claim, cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any construction defects, errors, omissions, or other conditions affecting the Property, including, without limitation, any environmental matters or conditions affecting or migrating from or onto the Property. Purchaser further acknowledges and agrees that this release will be given full force and effect according to each of its expressed terms and provisions, including, but not limited to, those relating to unknown and suspected claims, damages and causes of action. This covenant releasing Seller will be a covenant running with the Property and will be binding upon Purchaser, its successors and assigns. Subject to consummation of this Agreement, Seller hereby assigns to Purchaser, without recourse or representation of any nature, effective upon Closing, any and all claims that Seller may have against any third party for any such errors, omissions or defects in the Property. As a material covenant and condition of this Agreement, Purchaser agrees that in the event of any such construction defects, errors, omissions or on account of any other conditions affecting the Property, Purchaser will look solely to Seller’s predecessors in title or to such contractors and consultants as may have contracted for work in connection with the Property for any redress or relief. Upon the assignment by Seller of its claims, Purchaser releases Seller of all rights, express or implied, Purchaser may have against Seller arising out of or resulting from any errors, omissions or defects in the Property. Purchaser further understands that some of Seller’s predecessors in title may have filed petitions under the bankruptcy code and Purchaser may have no remedy against such predecessors, contractors or consultants. This waiver and release of claims shall survive the Closing and shall not merge into the instruments of Closing.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITIONOR ENVIRONMENTAL CONDITIONS, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH LAWSGOVERNMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ACCESSIBILITY FOR HANDICAPPED PERSONS), THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE SELLER TO THE PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ THE PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY SELLER SHALL SELL AND CONVEY TRANSFER TO BUYER THE PURCHASER, AND BUYER THE PURCHASER SHALL ACCEPT ACCEPT, THE PROPERTY “AS AS-IS, WHERE IS, WITH ALL FAULTS”” AT THE CLOSING, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. ▇▇▇▇▇ BUYER ACKNOWLEDGES THAT THE PROPERTY IS LOCATED ON THE PPC SUPERFUND SITE AND HAS BEEN DETERMINED BY THE EPA AND THE FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION TO BE CONTAMINATED BY SIGNIFICANT LEVELS OF HAZARDOUS COMPOUNDS. THE PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY 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 (INCLUDING SPECIFICALLYINCLUDING, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITYSELLER OR ANY REAL ESTATE BROKER, EMPLOYEE, OR AGENT REPRESENTING OR PURPORTING TO REPRESENT THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSSELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER THE PURCHASER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR SELLER TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING INCLUDING, BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER THE PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON THE SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR BEHALF OF THE SELLER OR THE SELLER’S AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. AT THE PROVISIONS OF THIS SECTION 13 SHALL SURVIVE THE CLOSING, BUYER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

Disclaimers. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER PROVISION CONTAINED HEREINOF THIS LEASE, IT IS UNDERSTOOD AND AGREED THE EXPLICIT INTENT OF EACH PARTY HERETO THAT THE CITY LESSOR IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS LEASE AND HAS NOT AT ANY TIME MADE RELATED AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE AND WITHOUT LIMITING THE EXPRESS REPRESENTATIONS AND WARRANTIES OF LESSOR CONTAINED IN THIS LEASE AND ANY WARRANTIES RELATED AGREEMENT, LESSOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR REPRESENTATIONS OF ANY KIND OR CHARACTERWARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING OR WITH RESPECT TO: (1) THE CONDITION, VALUE OR QUALITY OF THE FACILITY, SITE, INVENTORY, EQUIPMENT OR ANY OTHER ASSETS; (2) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTYASSETS, INCLUDINGOR ANY PART THEREOF, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASING, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALSTHE WORKMANSHIP THEREOF, OR THE COMPLIANCE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, IT BEING UNDERSTOOD THAT ALL OF THE PROPERTY WITH LAWS. ▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT AT ASSETS ARE BEING LEASED OR ACQUIRED, AS THE CLOSINGCASE MAY BE, THE CITY SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “"AS IS, WHERE IS" ON THE DATE OF THIS LEASE, AND IN THEIR PRESENT CONDITION, WITH ALL FAULTS”. ▇▇▇▇▇ HAS NOT RELIED , AND WILL NOT THAT LESSEE SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF; (3) ANY INFRINGEMENT BY LESSOR OR ANY OF ITS AFFILIATES OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY; (4) THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS, DATA AND INTERPRETATIONS NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO LESSEE IN CONNECTION WITH THIS LEASE BY LESSOR, ANY AFFILIATE OF LESSOR OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, INVESTMENT BANKER, COUNSEL, CONSULTANT OR ADVISOR OF LESSOR OR ANY AFFILIATE OF LESSOR; OR (5) LESSOR'S TITLE TO ANY OF THE ASSETS. (b) LESSEE ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPLICITLY PROVIDED IN SECTIONS 7.3(b), 7.10, AND 7.11 NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, EITHER ORAL OR WRITTEN, ARE MADE BY LESSOR, ANY AFFILIATE OF LESSOR OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, INVESTMENT BANKER, COUNSEL, CONSULTANT OR ADVISOR OF LESSOR OR ANY AFFILIATE OF LESSOR WITH RESPECT TO: (1) THE EXISTENCE OR ABSENCE OF HAZARDOUS MATERIALS IN, ON, AND UNDER OR OTHERWISE AFFECTING THE CITY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY THE CITY, ASSETS OR THE CITY’S OFFICERSSOIL, EMPLOYEESSEDIMENTS, AND AGENTS, TO WHOMEVER MADE AIR OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO THE CITY THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY. GROUND WATER; (2) COMPLIANCE AT THE CLOSING, BUYER SHALL BE DEEMED ASSETS OR THEIR OPERATION OR USE WITH ANY ENVIRONMENTAL LAW; OR (3) THE COST OR TIME NECESSARY OR ADVISABLE TO HAVE WAIVED, RELINQUISHED AND RELEASED CONDUCT OR COMPLETE ENVIRONMENTAL ACTIVITIES AT THE CITY (AND CITY’S OFFICERS, 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 ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY (AND CITY’S OFFICERS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTYASSETS.

Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREINEXCEPT FOR THE SELLER REPRESENTATIONS, IT IS UNDERSTOOD AND AGREED THAT THE CITY SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, LEASINGTITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. ▇▇▇▇▇ PURCHASER ACKNOWLEDGES AND AGREES THAT AT THE CLOSING, THE CITY UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT OF THE SELLER REPRESENTATIONS. ▇▇▇▇▇ PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND THE CITY SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE CITYMANAGER OF THE PROPERTY, OR THE CITY’S OFFICERS, EMPLOYEES, AND AGENTSANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, OTHER THAN THE SELLER REPRESENTATIONS. BUYER PURCHASER REPRESENTS TO THE CITY SELLER THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION CONDITIONS THEREOF, AS BUYER PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN THE SELLER REPRESENTATIONS. AT SUBJECT TO THE SELLER REPRESENTATIONS, UPON CLOSING, BUYER PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, 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 ATTORNEYS' ’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE CITY SELLER (AND CITYSELLER’S OFFICERS, EMPLOYEESDIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING AND DURING PURCHASER’S OWNERSHIP OF THE PROPERTY, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE PERFORMED AT NO COST TO SELLER AND SELLER SHALL NOT BE LIABLE TO PURCHASER FOR SUCH CLEAN-UP, REMOVAL OR REMEDIATION. AS PART OF THE PROVISIONS OF THIS SECTION 9.2, BUT NOT AS A LIMITATION THEREON, PURCHASER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND PURCHASER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OR REGULATIONS.