Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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agreement or alter the condition of title to the Levee Assets without City's prior consent if the same would adversely affect the City's title in the Levee Assets after the Closing. If City so consents, such encumbrance shall become a Permitted Exception (as provided in Section 3.1). The foregoing covenants shall not be deemed to prohibit Seller construction financing, or any easements or licenses granted to the City or to utilities necessary and appropriate to the construction and operation of the Levee Improvements; provided any lender or mortgagee providing such Seller financing shall subordinate the lien of its mortgage, deed of trust or other financing instrument to the Levee Related Easements to be granted to City and no such mortgage or deed of trust shall encumber any portion of the Levee Assets Section 6.3 Levee Improvements 012erations. Prior to and before Closing, SCOA shall be solely responsible for maintaining the quality and safety of the Levee Improvements and operating the Levee Improvements and City shall have no obligations with respect thereto. From and after Closing, City shall be solely responsible for operating the Levee Improvements and Seller shall have no obligations with respect thereto. This Section 6.3 shall survive Closing. ARTICLE VII DISCLAIMERS Section 7.1 Limited Reliance on Due Diligence Documents. SCOA shall cause the consulting firms that produced environmental assessments, geotechnical reports and such other reports as City may request, to provide City with reliance letters in forms reasonably acceptable to City stating that City shall have the right to rely upon the information and conclusions set forth in such reports. Section 7.2 As -is Sale; Disclaimers. (a) EXCEPT TO THE EXTENT OF THE EXCLUDED CLAIMS DEFINED IN SECTION 7.2(c), BELOW, BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE LEVEE ASSETS ON AN AS -IS, WHERE IS BASIS, WITH ALL FAULTS. (b) EXCEPT TO THE EXTENT OF THE EXCLUDED CLAIMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, FROM AND AFTER THE CLOSING, BUYER HEREBY WAIVES AND RELEASES THE SELLER AND ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, DIRECTORS, SUCCESSORS AND ASSIGNS ("SELLER PARTIES") FROM ALL CLAIMS REGARDING THE LEVEE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RELATED TO IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS AND ALL DEMANDS, CLAIMS, LIABILITIES, OBLIGATIONS, COSTS AND EXPENSES WHICH BUYER MAY SUFFER OR INCUR RELATING TO THE LEVEE ASSETS. IN CONNECTION WITH THE OAK #4819-4834-1908 v20 Exhibit C Page 11