Common use of Release of Seller Clause in Contracts

Release of Seller. Except for a breach by Seller of the representations and warranties of Seller set forth in Article VII, as of the Sub-Escrow Closing, Buyer and anyone claiming by, through or under Buyer hereby fully and irrevocably releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller (collectively, the "Seller Parties") from any and all claims involving and/or relating to the Lot, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against the Seller Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting the Lot, or any portion thereof, including, without limitation, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended and/or the provisions of California Health and Safety Code Section 25100, et seq., as amended, or under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the past, present or future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (including, without limitation, soil and groundwater thereon). Unknown, unsuspected and/or undiscoverable hazardous materials or substances may hereafter be discovered on or about the Lot, and Buyer knowingly releases the Seller Parties from any and all liability related thereto. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer's release of the Seller Parties. The matters related herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, or in the future may have, conferred upon Buyer by virtue of the provisions of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASES, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Each of the foregoing provisions has been specifically negotiated and approved by Buyer and Seller, each party has fully read the foregoing, has had an opportunity to discuss all of the foregoing with legal counsel of its choosing and fully understands the legal and practical effect of the foregoing. The provisions of this Section 6.2 shall survive the Closing. BUYER INITIAL HERE:

Release of Seller. Except for a breach by Seller of the representations and warranties of Seller as set forth in Article VIIthis Contract, as and whether Purchaser avails itself of the Sub-Escrow Closingopportunity to review the Property Information, Buyer Purchaser expressly acknowledges that the Property Information has been made available to Purchaser solely as a courtesy and anyone claiming bywithout any representation or warranty of any kind. As part of any election by Purchaser to accept and use the Property Information as such use is defined herein, through or under Buyer and as consideration for Seller’s execution of this Contract and agreement to make the Property Information available to Purchaser, Purchaser hereby fully unconditionally and irrevocably waives any and all actual or potential rights, and releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller (collectively, the "Seller Parties") from any and all claims involving and/or claims, causes of action or demands Purchaser might have against Seller regarding any form of warranty, express or implied, of any kind or type, relating to the Lot, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against the Seller Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, latent or otherwiseProperty, including environmental matters, affecting the Lot, or any portion thereof, including, without limitation, any liability under the Comprehensive Environmental Response, Compensation and & Liability Act (“CERCLA” or “Superfund”) or state equivalents. Such waiver is absolute, complete, total and unlimited in every way. Such waiver includes, but is not limited to, a waiver of 1980express warranties, 42 U.S.C. 9601implied warranties, et seq., as amended strict liability rights and claims of every kind and type regarding the Property Information and/or the provisions of California Health and Safety Code Section 25100, et seq., as amended, or under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the past, present or future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the physical and/or environmental condition of the Lot (including, without limitation, soil and groundwater thereon). Unknown, unsuspected and/or undiscoverable hazardous materials Property which were not or substances may hereafter be discovered on or about the Lotare not discoverable, and Buyer knowingly all other existing or later created or conceived of strict liability or strict liability type claims and rights regarding the Property Information and/or environmental condition of the Property. Without limiting the generality of the foregoing and except with respect to Seller’s express representations, warranties and covenants contained in this Contract, Purchaser completely, irrevocably and unconditionally releases the and forever discharges Seller Parties of and from any and all liability related thereto. This release includes claims of and demands whatsoever, in law or equity, whether such claims are presently known or unknown, direct or indirect, fixed or contingent, which Buyer is presently unaware Purchaser has had, now has or which Buyer does not presently suspect may claim to exist which, if known have against Seller caused by Buyer, would materially affect Buyer's release or arising out of the Seller Parties. The matters related herein are not limited to matters which are knownpresence or effect of hazardous or toxic substances on, disclosed, suspected in or foreseeable, and Buyer hereby waives under the Property or any and all rights and benefits which Buyer now hasother environmental condition thereon, or in the future may have, conferred upon Buyer by virtue provision of the provisions of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASES, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORProperty Information and other information to Purchaser. Each of Nothing contained herein (including the foregoing provisions has been specifically negotiated and approved by Buyer and Sellerrelease) shall apply to, each party has fully read or otherwise release Natrol (as hereinafter defined) from any liability under, the foregoing, has had an opportunity to discuss all of the foregoing with legal counsel of its choosing and fully understands the legal and practical effect of the foregoing. The provisions of this Section 6.2 shall survive the Closing. BUYER INITIAL HERE:Natrol Leases (as hereinafter defined).

Release of Seller. Except for a breach by Seller Buyer acknowledges that it will have the opportunity to inspect the Property during the Due Diligence Period, and during such period, observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and of the representations Property and warranties adjacent areas as Buyer deems necessary, and, except as otherwise expressly provided in the provisions of this Agreement, Buyer hereby FOREVER RELEASES AND DISCHARGES Seller set forth from all duties, obligations, responsibility and liability pertaining to the Property in Article VIIany way, as including its condition, valuation, salability, financability or utility of the Sub-Escrow ClosingProperty, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property), including without limitation liabilities under any Environmental Laws. By Closing this transaction, Buyer and anyone claiming by, through or under Buyer hereby fully and irrevocably releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller (collectively, the "Seller Parties") from will be deemed to have WAIVED any and all claims involving and/or relating to the Lotobjections and complaints (including, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against the Seller Parties for but not limited to, federal, state and local statutory and common law based actions, and any costs, loss, liability, damage, expenses, demand, action or cause private right of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning the any physical characteristics and any existing conditions of the Property, whether arising from before or related to any defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting after the Lot, or any portion thereofdate of this Agreement, including, without limitation, any obligations relating to the physical, environmental or legal compliance status of the Property, and the lessor’s obligations under the Comprehensive Environmental Response, Compensation Leases. Buyer further hereby assumes the risk of changes in applicable laws and Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended and/or the provisions of California Health and Safety Code Section 25100, et seq., as amended, or under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the regulations relating to past, present or and future presenceenvironmental conditions on the Property and the risk that adverse physical characteristics and conditions, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (including, without limitation, soil and groundwater thereon)the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation. Unknown, unsuspected and/or undiscoverable hazardous materials or substances may hereafter be discovered on or about the Lot, and Buyer knowingly releases the Seller Parties from any and all liability related thereto. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect for Buyer and Buyer's release of the Seller Parties. The matters related herein are not limited to matters which are known’s successors and assigns, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, right it may have to commence a judicial proceeding or in the future may have, conferred upon Buyer by virtue arbitration naming Seller or any other Seller Parties as a defendant alleging Seller is a “Developer” of the provisions of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASES, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Each of the foregoing provisions has been specifically negotiated and approved by Buyer and Seller, each party has fully read the foregoing, has had an opportunity to discuss all of the foregoing with legal counsel of its choosing and fully understands the legal and practical effect of the foregoing. The provisions of this Section 6.2 shall survive the Closing. BUYER INITIAL HERE:Property.

Release of Seller. Except for a breach by Seller of the representations and warranties of Seller set forth in Article VII, Effective as of the Sub-Escrow Closing, Buyer and anyone claiming by, through or under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller and Seller, its employees, officers, directors, employeesmanagers, accountantsmembers, partners, representatives, agents, servants, attorneys, agentsaffiliates, parent, subsidiaries, successors and other assigns, and all persons, firms, corporations and organizations acting in or on its behalf of Seller (collectively, the "Seller “Released Parties"”) from any and all claims involving (including claims for contribution and/or relating to the Lot, this Agreement and/or the Additional Discretionary Sale indemnity) that Buyer it may now have or hereafter acquire against any of the Seller Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the Property including without limitation the valuation, saleability, physical condition or utility of the Property, or any construction defects, errors, omissions or other conditions, latent or otherwise, including any and all environmental matters, affecting the LotProperty, or any portion thereofthereof (collectively, including, without limitation, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended and/or the provisions of California Health and Safety Code Section 25100, et seq., as amended, or under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the past, present or future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (including, without limitation, soil and groundwater thereon“Claims”). UnknownExcept as otherwise provided herein, unsuspected and/or undiscoverable hazardous materials or substances may hereafter be discovered on or about the Lot, and Buyer knowingly releases the Seller Parties from any and all liability related thereto. This this release includes claims Claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer's ’s release to Seller. Notwithstanding anything in this Section 5.3 to the contrary, the parties hereby stipulate and agree that the releases and waivers included in this Section 5.3 do NOT extend to (i) Claims related to Seller’s breach of the Seller Partiesany express representations, warranties set forth in Section 5.1 above or (ii) claims of fraud against Seller. The matters related herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, or Except as set forth in the future may havepreceding sentence, conferred upon Buyer by virtue specifically waives the provision of the provisions of Section 1542 of the California Civil CodeCode Section 1542, which providesprovides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASESRELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” Seller has given Buyer material concessions regarding this transaction in exchange for Buyer agreeing to the provisions of this Section 5.3. Each Seller and Buyer have each initialed this Section 5.3 to further indicate their awareness and acceptance of the foregoing provisions has been specifically negotiated each and approved by Buyer and Seller, each party has fully read the foregoing, has had an opportunity to discuss all of the foregoing with legal counsel of its choosing and fully understands the legal and practical effect of the foregoingevery provision hereof. The provisions of this Section 6.2 5.3 shall survive the Closing. BUYER INITIAL HERE:SELLER’S INITIALS _ BUYER’S INITIALS __

Release of Seller. Except for a breach by Seller Purchaser acknowledges that any information of any type which Purchaser has received or may receive from Seller, its property manager or their respective agents, including, without limitation, any environmental reports and surveys, is furnished on the express condition that Purchaser shall make an independent verification of the representations accuracy of such information and warranties of Seller set forth in Article VII, as that Purchaser shall rely solely upon Purchaser’s own knowledge of the Sub-Escrow Closing, Buyer Property based on its investigation of the Property and its own inspection of the Property in determining the Property’s physical condition or other matters relating to the Property. Purchaser and anyone claiming by, through or under Buyer Purchaser hereby waives its right to recover from and fully and irrevocably releases Seller and Seller, its employees, officers, directors, employeesmanagers, accountantsmembers, partners, representatives, agents, servants, attorneys, agentsaffiliates, parent, subsidiaries, successors and other assigns, and all persons, firms, corporations and organizations acting in or on its behalf of Seller (collectively, the "Seller “Released Parties"”) from any and all claims, including claims involving for contribution and/or relating to the Lotindemnity, this Agreement and/or the Additional Discretionary Sale that Buyer it may now have or hereafter acquire against any of the Seller Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the valuation, saleability, physical condition or utility of the Property, or any construction defects, errors, omissions or other conditions, latent or otherwise, including any and all environmental matters, affecting the LotProperty, or any portion thereof, including, without limitation, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended and/or the provisions of California Health and Safety Code Section 25100, et seq., as amended, or under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the past, present or future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (including, without limitation, soil and groundwater thereon). Unknown, unsuspected and/or undiscoverable hazardous materials or substances may hereafter be discovered on or about the Lot, and Buyer knowingly releases the Seller Parties from any and all liability related thereto. This release includes claims of which Buyer Purchaser is presently unaware or which Buyer Purchaser does not presently suspect to exist which, if known by BuyerPurchaser, would materially affect Buyer's Purchaser’s release to Seller, but does not extend to claims related to Seller’s breach of any express representations or warranties set forth in Sections 4.1.1. and 7.2 above (subject to the Seller Parties. The matters related herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, or in the future may have, conferred upon Buyer by virtue of the provisions limitation of Section 1542 7.3 above). Purchaser specifically waives the provision of the California Civil CodeCode Section 1542, which providesprovides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT EXPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASESRELEASE, WHICH IF KNOWN BY TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER THE SETTLEMENT WITH THE DEBTOR. Each .’’ In this connection and to the extent permitted by law, Purchaser hereby agrees, represents and warrants, which representation and warranty shall survive the Closing, that Purchaser realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Purchaser further agrees, represents and warrants, which representation and warranty shall survive the Closing, that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Purchaser nevertheless hereby intends to release, discharge and acquit Seller from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material portion of the foregoing consideration given to Seller by Purchaser in exchange for Seller’s performance hereunder. Seller has given Purchaser material concessions regarding this transaction in exchange for Purchaser agreeing to the provisions has been specifically negotiated of this Section 8.2. Seller and approved by Buyer Purchaser have each initialed this Section 8.2 to further indicate their awareness and Seller, acceptance of each party has fully read the foregoing, has had an opportunity to discuss all of the foregoing with legal counsel of its choosing and fully understands the legal and practical effect of the foregoingevery provision hereof. The provisions of this Section 6.2 8.2 shall survive the Closing. BUYER INITIAL HERE:AZ TC SELLER’S INITIALS PURCHASER’S INITIALS

Release of Seller. Except for a breach by Seller Buyer acknowledges that Buyer has had the opportunity to conduct prior to the Closing, such studies and investigations of the representations Property as Buyer desires, and warranties that Buyer will have had the right to observe to its satisfaction, and will have observed to its satisfaction the physical characteristics and condition of Seller the Property. Buyer acknowledges and agrees that the Property is to be purchased and accepted by Buyer in its condition as of the Closing, “as is”, without any implied or express warranty or representation by Seller, with all patent and latent defects except as otherwise set forth in Article VIISections 8, as 12, 13 and 14 and subject to the terms and conditions of the Sub-Escrow Closing, Buyer and anyone claiming by, through or under Buyer hereby fully and irrevocably releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller Lease (collectively, the "“Release Carve-Outs”). For purposes of clarification, the Release Carve-Outs shall include, without limitation, (i) the representations or warranties of Seller Parties"under Section 8 above, (ii) from any Seller’s obligations under Sections 12, 13 and all claims involving and/or relating to the Lot14 above, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against and (iii) Seller’s obligations under the Seller Parties Lease. Except for the Release Carve-Outs, Seller disclaims the making of any costsrepresentations or warranties, loss, liability, damage, expenses, demand, action express or cause of action arising from implied regarding the Property or related to any defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, matters affecting the Lot, or any portion thereofProperty, including, without limitation, under title to or the Comprehensive boundaries of the Property, topography, climate, air, water rights, utilities, leases, water, present and future zoning, physical condition, soil condition, pest control matters, engineering characteristics, traffic patterns, purposes to which the Property may be suited, value, potential for development, contamination, drainage, access to public roads, proposed routes of roads or extensions thereof, and compliance with building, health, safety laws, Environmental ResponseLaws, Compensation land use laws and Liability Act regulations to which the Property may be subject and all other matters in any way affecting the Property, or the use or ownership thereof (herein collectively the “Property Matters”). Buyer, moreover, acknowledges that Seller has disclosed to Buyer the environmental documents and information identified on Exhibit D attached hereto (“Environmental Documents”), which Exhibit may be updated by Seller with any environmental documents and information provided to Buyer prior to that day which is one (1) week prior to the Approval Deadline, and that Seller cannot and does not make any warranty or representation whatsoever concerning the completeness or the accuracy of 1980information contained in such documents, 42 U.S.C. 9601that Buyer is not relying upon any representations and warranties, et seq.other than those specifically set forth in Section 8, made by Seller or anyone acting or claiming to act on Seller’s behalf concerning the Property. Buyer further acknowledges that it has not received from Seller any accounting, tax, legal, architectural, engineering, property management, environmental or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management, environmental and other advisors. THEREFORE, EXCEPT AS EXPRESSLY SET FORTH IN THE RELEASE CARVE-OUTS, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO BUYER, AND SELLER IS TRANSFERRING AND BUYER IS PURCHASING THE PROPERTY AT CLOSING IN ITS “AS-IS’ CONDITION ON THE CLOSING DATE, AND BUYER ASSUMES THE RISK THAT ADVERSE PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION. The acknowledgments contained in this Section constitute a conclusive admission that Buyer, as amended and/or a sophisticated, knowledgeable investor in commercial property, has, except as herein specifically provided, relied upon its own judgment as to any matter germane to the provisions Property, or its purchase or contemplated use thereof, and that any other statement with respect thereto, whether oral, written, constructive express or implied, is immaterial to Buyer. Except with respect to any claims arising out of California Health (i) any breach of covenants, obligations, representations or warranties set forth in or comprising the Release Carve-Outs, (ii) any breach by Seller of any obligation that expressly survives the Closing hereunder, (iii) any post-closing obligations of Seller under this Agreement or any of the documents to be executed at Closing pursuant to the terms of this Agreement (such as the Seller Temporary Lease, if applicable), and Safety Code Section 25100(iv) fraudulent acts of Seller or any of its agents, et seq.employees or other representatives, Buyer, for itself and its agents, affiliates, successors and assigns, as amended, or under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the past, present or future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (includingClosing, without limitationhereby releases and forever discharges Seller, soil its agents, affiliates, successors and groundwater thereon). Unknown, unsuspected and/or undiscoverable hazardous materials or substances may hereafter be discovered on or about the Lot, and Buyer knowingly releases the Seller Parties assigns from any and all liability related thereto. This release includes rights, claims and demands at law or in equity, whether known or unknown at the time of this Agreement, which Buyer is presently unaware has or may have in the future, arising out of the physical, environmental, economic or legal condition of the Property. In giving this release, Buyer expressly waives as of the Closing, as to the matters released above, the benefit of any statutory provision or decisional law, if any, that would preclude the extension of this release to claims which Buyer does did not presently know or suspect to exist at the time of execution of this Agreement, which, if known by Buyer, would may have materially affect Buyer's affected the giving of this release of the Seller Parties. The matters related herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, or in the future may have, conferred upon Buyer by virtue of including the provisions of California Civil Code Section 1542 which provide: “Section 1542. (General Release - Claims Extinguished.) 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 California Civil Coderelease, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASES, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Each of if known by him or her must have materially affected his or her settlement with the foregoing provisions debtor.” Buyer hereby specifically acknowledges that Buyer has been specifically negotiated carefully reviewed this subsection and approved by Buyer and Seller, each party has fully read the foregoing, has had an opportunity to discuss all of the foregoing discussed its import with legal counsel of its choosing and fully understands the legal and practical effect of the foregoing. The that provisions of this Section 6.2 shall survive the Closingsubsection are a material part of this Agreement. BUYER INITIAL HERE:/s/ M. Xxxx Buyer

Release of Seller. Except for a breach by Seller Buyer acknowledges that Buyer has had the opportunity to conduct prior to the Closing, such studies and investigations of the representations Property as Buyer desires, and warranties that Buyer will have had the right to observe to its satisfaction, and will have observed to its satisfaction the physical characteristics and condition of Seller the Property. Buyer acknowledges and agrees that the Property is to be purchased and accepted by Buyer in its condition as of the Closing, “as is”, without any implied or express warranty or representation by Seller, with all patent and latent defects except as otherwise set forth in Article VIISections 8, as 12, 13 and subject to the terms and conditions of the Sub-Escrow Closing, Buyer and anyone claiming by, through or under Buyer hereby fully and irrevocably releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller Temporary Lease (collectively, the "“Release Carve-Outs”). For purposes of clarification, the Release Carve-Outs shall include, without limitation, (i) the representations or warranties of Seller Parties"under Section 8 above, (ii) from any Seller’s obligations under Sections 12 and all claims involving and/or relating to the Lot13 above, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against and (iii) Seller’s obligations under the Seller Parties Temporary Lease. Except for the Release Carve-Outs, Seller disclaims the making of any costsrepresentations or warranties, loss, liability, damage, expenses, demand, action express or cause of action arising from implied regarding the Property or related to any defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, matters affecting the Lot, or any portion thereofProperty, including, without limitation, under title to or the Comprehensive boundaries of the Property, topography, climate, air, water rights, utilities, leases, water, present and future zoning, physical condition, soil condition, pest control matters, engineering characteristics, traffic patterns, purposes to which the Property may be suited, value, potential for development, contamination, drainage, access to public roads, proposed routes of roads or extensions thereof, and compliance with building, health, safety laws, Environmental ResponseLaws, Compensation land use laws and Liability Act regulations to which the Property may be subject and all other matters in any way affecting the Property, or the use or ownership thereof (herein collectively the “Property Matters”). Buyer, moreover, acknowledges that Seller has disclosed to Buyer the environmental documents and information identified on Exhibit D attached hereto (“Environmental Documents”), and that Seller cannot and does not make any warranty or representation whatsoever concerning the completeness or the accuracy of 1980information contained in such documents, 42 U.S.C. 9601that Buyer is not relying upon any representations and warranties, et seq.other than those specifically set forth in Section 8, made by Seller or anyone acting or claiming to act on Seller’s behalf concerning the Property. Buyer further acknowledges that it has not received from Seller any accounting, tax, legal, architectural, engineering, property management, environmental or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management, environmental and other advisors. THEREFORE, EXCEPT AS EXPRESSLY SET FORTH IN THE RELEASE CARVE-OUTS, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO BUYER, AND SELLER IS TRANSFERRING AND BUYER IS PURCHASING THE PROPERTY AT CLOSING IN ITS “AS-IS’ CONDITION ON THE CLOSING DATE, AND BUYER ASSUMES THE RISK THAT ADVERSE PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION. The acknowledgments contained in this Section constitute a conclusive admission that Buyer, as amended and/or a sophisticated, knowledgeable investor in commercial property, has, except as herein specifically provided, relied upon its own judgment as to any matter germane to the provisions Property, or its purchase or contemplated use thereof, and that any other statement with respect thereto, whether oral, written, constructive express or implied, is immaterial to Buyer. Except with respect to any claims arising out of California Health (i) any breach of covenants, obligations, representations or warranties set forth in or comprising the Release Carve-Outs, (ii) any breach by Seller of any obligation that expressly survives the Closing hereunder, (iii) any post-closing obligations of Seller under this Agreement or any of the documents to be executed at Closing pursuant to the terms of this Agreement (such as the Seller Temporary Lease, if applicable), and Safety Code Section 25100(iv) fraudulent acts of Seller or any of its agents, et seq.employees or other representatives, Buyer, for itself and its agents, affiliates, successors and assigns, as amended, or under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the past, present or future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (includingClosing, without limitationhereby releases and forever discharges Seller, soil its agents, affiliates, successors and groundwater thereon). Unknown, unsuspected and/or undiscoverable hazardous materials or substances may hereafter be discovered on or about the Lot, and Buyer knowingly releases the Seller Parties assigns from any and all liability related thereto. This release includes rights, claims and demands at law or in equity, whether known or unknown at the time of this Agreement, which Buyer is presently unaware has or may have in the future, arising out of the physical, environmental, economic or legal condition of the Property. In giving this release, Buyer expressly waives as of the Closing, as to the matters released above, the benefit of any statutory provision or decisional law, if any, that would preclude the extension of this release to claims which Buyer does did not presently know or suspect to exist at the time of execution of this Agreement, which, if known by Buyer, would may have materially affect Buyer's affected the giving of this release of the Seller Parties. The matters related herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, or in the future may have, conferred upon Buyer by virtue of including the provisions of California Civil Code Section 1542 which provide: “Section 1542. (General Release - Claims Extinguished.) 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 California Civil Coderelease, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASES, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Each of if known by him or her must have materially affected his or her settlement with the foregoing provisions debtor.” Buyer hereby specifically acknowledges that Buyer has been specifically negotiated carefully reviewed this subsection and approved by Buyer and Seller, each party has fully read the foregoing, has had an opportunity to discuss all of the foregoing discussed its import with legal counsel of its choosing and fully understands the legal and practical effect of the foregoing. The that provisions of this Section 6.2 shall survive the Closingsubsection are a material part of this Agreement. BUYER INITIAL HERE:/s/ S.M.