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16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their
<br />Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or
<br />could have been raised in connection with the acquisition of Said Real Property by City.
<br />17. AS -IS PURCHASE. Buyer is purchasing fee title to the Right of Way Fee Acquisition area and the
<br />Temporary Easement in the easement area "as is", subject to all matters known, unknown and unsuspected.
<br />Except as expressly set forth herein, Seller makes no representations or warranties, express or implied, with
<br />respect to the title to or condition of said real property the suitability of said real property for Buyer's intended use,
<br />or the presence of any hazardous substances or materials in any media on said real property. Buyer represents
<br />that it has the necessary sophistication in real estate to assume the risk of unknown and unsuspected matters.
<br />18. BUYER'S RELEASE OF SELLER. AT THE CLOSING, SUBJECT TO SELLER'S
<br />REPRESENTATIONS AND WARRANTIES HEREIN, BUYER SHALL ASSUME THE RISK OF ALL ADVERSE
<br />MATTERS RELATING DIRECTLY OR INDIRECTLY TO SAID REAL PROPERTY, INCLUDING, BUT NOT
<br />LIMITED TO, PHYSICAL CONDITIONS AND ENVIRONMENTAL CONDITIONS, WHETHER SUCH MATTERS
<br />HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS OR NOT. IF BUYER CLOSES ON THE PURCHASE
<br />OF THE FEE TITLE TO THE RIGHT OF WAY FEE ACQUISITION AREA AND OF THE TEMPORARY
<br />EASEMENT ON, OVER AND ABOVE THE EASEMENT AREA, THEN BUYER'S CLOSING SHALL
<br />CONSTITUTE A RELEASE AND DISCHARGE OF, AND BUYER SHALL BE DEEMED TO HAVE RELEASED,
<br />SELLER AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, MANAGERS,
<br />EMPLOYEES AND AGENTS ("SELLER PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
<br />CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT AND STATUTORY CLAIMS), LOSSES,
<br />DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS)
<br />("CLAIMS") OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, PRESENT OR FUTURE,
<br />WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST ANY SELLER PARTY AT ANY TIME BY
<br />REASON OF OR ARISING OUT OF ANY PHYSICAL OR ENVIRONMENTAL CONDITIONS, VIOLATIONS OF
<br />ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY
<br />AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING SAID REAL
<br />PROPERTY, INCLUDING ANY ACTS OR OMISSIONS OF SELLER OTHER THAN CLAIMS ARISING FROM
<br />ANY BREACH OF AN EXPRESS REPRESENTATION OR WARRANTY OF SELLER HEREIN, OR SELLER
<br />FRAUD (COLLECTIVELY, "RESERVED CLAIMS"). BUYER AGREES THAT SHOULD ANY CLEANUP,
<br />REMEDIATION OR REMOVAL OF ANY HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL
<br />CONDITIONS ON SAID REAL PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEAN-UP,
<br />REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF, AND SHALL BE PERFORMED AT THE
<br />SOLE COST AND EXPENSE OF, BUYER AND THAT SUBJECT TO RESERVED CLAIMS, BUYER SHALL
<br />HAVE NO CLAIM, INCLUDING, WITHOUT LIMITATION, ANY STATUTORY CLAIMS OR CLAIMS FOR
<br />CONTRIBUTION OR JOINT LIABILITY, AGAINST ANY SELLER PARTY. THE FOREGOING RELEASES
<br />INCLUDE, WITHOUT LIMITATION, ANY CLAIMS BUYER MAY NOW OR HEREAFTER HAVE AGAINST ANY
<br />SELLER PARTY UNDER ANY FEDERAL OR STATE LAW STATUTE OR REGULATION RELATING TO
<br />HAZARDOUS SUBSTANCES, AS THE SAME MAY BE AMENDED. THE FOREGOING RELEASES,
<br />COVENANTS, REPRESENTATIONS AND WARRANTIES INCLUDE, WITHOUT LIMITATION, ANY CLAIMS
<br />SELLER MAY NOW OR HEREAFTER SUFFER UNDER ANY FEDERAL OR STATE LAW STATUTE OR
<br />REGULATION RELATING TO HAZARDOUS SUBSTANCES, AS THE SAME MAY BE AMENDED. SUBJECT TO
<br />THE FOREGOING, AND SUBJECT TO THE RESERVED CLAIMS, UPON CLOSING BUYER RELEASES AND
<br />FOREVER DISCHARGES EACH SELLER PARTY FROM ANY AND ALL CLAIMS OF EACH AND EVERY KIND
<br />OR CHARACTER, KNOWN OR UNKNOWN, PRESENT OR FUTURE, RELATING DIRECTLY OR INDIRECTLY
<br />TO THE TITLE TO OR CONDITION OF SAID REAL PROPERTY, THE SUITABILITY OF SAID REAL
<br />PROPERTY FOR BUYER'S INTENDED USE, REGARDLESS OF FAULT OR NEGLIGENCE OF SELLER. THE
<br />RELEASES IN THIS PARAGRAPH SHALL SURVIVE THE CLOSE OF ESCROW AND SHALL NOT BE
<br />DEEMED MERGED INTO THE GRANT DEED FROM SELLER TO BUYER.
<br />19. Contingency. It is understood and agreed between the parties hereto that the completion of this
<br />transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City
<br />herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance
<br />and approval.
<br />110933392.4 0060972-00016
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