Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

Browse Search

SPECIFIC RELEASE SET FORTH IN THIS SECTION 7.2 b , AND EXCEPT TO THE EXTENT OF THE EXCLUDED CLAIMS, BUYER SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (c) AS USED IN THIS AGREEMENT, EXCLUDED CLAIMS SHALL MEAN CLAIMS TO THE EXTENT ARISING FROM (I) SELLER'S FRAUD, (II) SELLER'S BREACH OF ITS EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS EXPRESSLY SET FORTH UNDER THIS AGREEMENT AS SET FORTH IN SECTION 5. 1, ABOVE, OR (III) CLAIMS ARISING FROM SCOA'S WARRANTY PERIOD OBLIGATIONS AS SET FORTH IN ARTICLE X BELOW, (COLLECTIVELY, THE "EXCLUDED CLAIMS"). FOR THE PURPOSE OF CLARITY, NOTHING IN THIS SECTION 7.2 IS INTENDED TO SUPERSEDE, WAIVE OR MODIFY ANY SELLER'S OBLIGATIONS OR THE BUYER'S RIGHTS UNDER SECTION 5.1 OR ARTICLE X. ARTICLE VIII CONDITIONS PRECEDENT Section 8.1 Seller. Seller's, obligation to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the conditions (or Seller's waiver in writing thereof) set forth in this Section 8.1 for Seller's benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Closing in the absence of a specified date. As of the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. (a) On the Closing Date, City shall not be in material default, following notice and expiration of applicable cure periods, in the performance of any covenant or agreement to be performed by City under this Agreement, and all representations and warranties made by City in Section 5.2 hereof shall be true and correct as if made on and as of the Closing Date and Seller shall have received an executed Buyer's Closing Certificate (in the form attached hereto as Attachment 5) in which Buyer certifies to each Seller that all representations and warranties made by Buyer in Section 5.2 are true and correct on and as of the Closing Date, with only such exceptions as are specified in Buyer's Closing Certificate. (b) Prior to the Closing Date, City shall have executed, acknowledged (where applicable) and delivered to Escrow the duly executed Escrow Instructions substantially in the form attached hereto as Attachment 2 ("Escrow Instructions") and each of the items required to be delivered by City pursuant to this Agreement. OAK #48194834-1908 v20 Exhibit C Page 12