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(c) Buyer, in entering into this Agreement and in completing its
<br />purchase of the Property, is relying entirely on its own knowledge of and familiarity with the
<br />Property;
<br />(d) Buyer is aware of the physical condition of the Property, the
<br />potential financial performance of the Property, zoning regulations, other governmental
<br />requirements, the ability of Buyer to obtain permits or entitlements for any proposed use or
<br />development of the Property, the existence or nonexistence of hazardous materials on the
<br />Property, the condition of title to the Property, geologic or soils conditions, location of property
<br />lines, size/square footage of the Property and improvements, water/utility use restrictions,
<br />whether the Property complies with applicable laws or otherwise is appropriate for Buyer's
<br />intended use, and other matters affecting the use and condition of the Property; and
<br />(e) Buyer shall purchase the Property in its "as is" condition as of the
<br />date of Closing.
<br />2.4 Buyer hereby specifically and irrevocably releases Seller, its council members, its
<br />officers, its employees (collectively, the "Released Parties") from any and all claims relating to
<br />the presence of Hazardous Materials existing on or under the Property, or the escape, seepage,
<br />leakage, spillage, discharge, emission or release of any Hazardous Materials from the Property, if
<br />any, including without limitation, any residual contamination, in, on, under or about the Property
<br />or affecting natural resources, whether prior to or following Closing, and also including, without
<br />limitation, any liability due to asbestos -containing materials at the Property. BUYER'S
<br />CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER
<br />OF BUYER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER WITH
<br />RESPECT TO ANY CLAIM EXPRESSLY RELEASED BY BUYER UNDER THIS SECTION
<br />2.4 UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION
<br />NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR
<br />REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF
<br />HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION
<br />WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING
<br />BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "SARA" ACTS. The
<br />acknowledgments of Buyer and the release contained in this Section of this Agreement shall
<br />survive Closing or termination of this Agreement.
<br />3. CONDITIONS TO CLOSING. In addition to the requirements set forth in Section 4
<br />below, Seller's obligation to render performance under this Agreement is subject to the
<br />following conditions precedent (and conditions concurrent, with respect to deliveries to
<br />be made by the parties at Closing), which conditions may be waived, or the time for
<br />satisfaction thereof extended by the Seller only in a writing executed by Seller:
<br />3.1 The Final Map for the South Main Mixed -Use Project located at 1601 El Camino
<br />Real (the "Final Map") shall have been approved by the City of Redwood City, which map shall
<br />include a public access easement over the Property and Buyer shall have consented to the
<br />recordation of any other documents deemed necessary by the Seller to perfect the public access
<br />easement. Notwithstanding the foregoing, Seller agrees that the Closing may occur, and the
<br />REV: 04-07-2022 SK
<br />ATTY/AGR.2022.085/Elco Yards (Page 3 of 14)
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