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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 ("CLAIMS") WHICH BUYER MAY SUFFER OR INCUR RELATING TO THE LEVEE ASSETS. IN CONNECTION WITH THE 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, (III) CLAIMS ARISING FROM SCOA'S WARRANTY PERIOD OBLIGATIONS AS SET FORTH IN ARTICLE X BELOW, OR (IV) AS TO SCOA ONLY, CLAIMS IDENTIFIED IN SECTION 13(A) AND 18(A) OF 12 4846-4218-3288 06 2025.276 - SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR