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environmental or nondiscrimination laws, statutes, ordinances, rules, regulations, orders, codes or
<br />other legal requirements or with any past, present or future documents of record, (ii) the existence of
<br />soil instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides,
<br />(iii) the sufficiency of any under shoring, (iv) the sufficiency of any drainage, (v) the existence or non-
<br />existence of underground storage tanks, (vi) the potential for further development of the Released
<br />Parcels, (vii) the existence of vested land use, zoning, building or other entitlements affecting the
<br />Released Parcels, or (viii) the presence of toxic wastes, hazardous materials or hazardous waste in, on
<br />or about the Released Parcels (collectively the "Released Parcels Prqpqqy Condit i ns"). Without
<br />limiting the foregoing in any manner, the City and the University acknowledge that FREG Stephenson
<br />has made no representations or warranties of any kind or nature concerning the Released Parcels
<br />Property Conditions, and the City and the University acknowledge further that each party is relying
<br />solely upon its own investigations and due diligence in regard to each and all such matters, and
<br />assumes the risk that the Released Parcels may or may not be suitable or feasible for any intended use
<br />by the City or the University. The City and the University each further expressly acknowledge that the
<br />Released Parcels are being sold and accepted "AS IS, WHERE -IS, WITH ALL FAULTS" and are
<br />being accepted without any representation or warranty. AS PART OF THIS AGREEMENT, THE
<br />CITY AND THE UNIVERSITY HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE
<br />ANY AND ALL ACTUAL OR POTENTIAL RIGHTS EACH PARTY MIGHT HAVE AGAINST
<br />FREG STEPHENSON REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF
<br />ANY KIND OR TYPE, RELATING TO THE RELEASED PARCELS, OR THE RELEASED
<br />PARCELS PROPERTY CONDITIONS. SUCH WAIVER IS ABSOLUTE, COMPLETE, TOTAL
<br />AND UNLIMITED TO, A WAIVER OF EXPRESS WARRANTIES, IMPLIED WARRANTIES,
<br />WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF
<br />MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS,
<br />AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING, BUT NOT LIMITED TO, CLAIMS
<br />REGARDING DEFECTS WHICH MIGHT HAVE BEEN DISCOVERABLE, CLAIMS
<br />REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT
<br />LIABILITY CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, AND ALL OTHER EXTANT OR
<br />LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE
<br />CLAIMS AND RIGHTS WITH REGARD TO THE RELEASED PARCELS. Effective upon the
<br />Closing, and to the fullest extent permitted by law, the City and the University hereby release,
<br />discharge and forever acquits FREG Stephenson, FREG Stephenson's manager and FREG's Lender
<br />and their respective affiliates, officers, directors, shareholders, members, employees, agents and
<br />independent contractors, and the successors, heirs, personal representatives and assigns of each and
<br />every one of them, from all demands, claims, liabilities, obligations, costs and expenses which the
<br />City or the University may suffer or incur relating to the Released Parcel Property Conditions or any
<br />other aspect of the Released Parcels, whether known or unknown. The provisions of this section are
<br />material and included as a material portion of the consideration given to FREG Stephenson in
<br />exchange for FREG Stephenson's execution and delivery hereof and performance hereunder. The
<br />provisions of this section shall not be construed to merge with the release of interest in the Released
<br />Parcels and shall survive the Closing or any termination of this Agreement.
<br />E. The transaction contemplated by this Agreement shall close (the "Closin ") on June 25, 2019
<br />unless agreed otherwise in writing by the Parties.
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