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notify Buyer in writing of the existence of such claim or commencement of such action. Buyer's indemnity obligations under this Section 7 shall not extend to claims occasioned by the sole negligence or willful misconduct of City Parties. The provisions of this Section 7 shall survive Closing but shall not survive any termination of this Agreement. 8. Waiver and Release. Buyer hereby releases the City and all City Parties from any and all manner of rights, liabilities, claims, actions, causes of action, suits, proceedings, demands, damages, costs, expenses (including attorney's fees and costs) or other compensation whatsoever, in law or equity, of whatever kind or nature, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent that Buyer now has or may have or which may arise in the future arising out of, directly or indirectly, or in any way connected with: (i) the physical or environmental condition of the City Property, whether express, implied or otherwise, including those of fitness for a particular purpose or use; (ii) the City Property's compliance with or failure to comply with any applicable laws with respect to the City Property; (iii) the environmental condition of the City Property including the presence of any hazardous materials that may be located on, under, or about the City Property; (iv) any acts or omissions of the City or any City Parties in connection with Buyer's development of the City Property, excepting only claims arising out of the sole negligence or willful misconduct of the City or any City Parties; (v) the City Council's approval of this Agreement; and (vi) the City's conveyance of the City Property to Buyer (collectively, the "Released Claims"), except to the extent the same results from, constitutes, or arises from a material misrepresentation of any of the matters expressly represented by the City in Section 11.1 below or elsewhere in this Agreement or in any of the documents to be delivered by the City at Closing_ 8.1 Buyer acknowledges and agrees that it understands that factual matters now unknown to it may have given or may hereafter give rise to Released Claims that are presently unknown, imanticipated and unsuspected, and Buyer further acknowledges and agrees that the releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless intends to release, discharge and acquit the City from any such unknown Released Claims_ In connection with the foregoing waiver and release, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, 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 CIA RELEASED PARTY." -W Z Buyer's Initials 8.2 The provisions of this Section 8 are a material portion of the consideration given by Buyer to the City in exchange for the City's performance under this Agreement and shall survive the Closing. 9. Closing. Closing shall be not later than ninety (90) days following the expiration of the 9 ATTY/AGR.2026.203/KILROY 1900 BROADWAY CITY PARCELS PURCHASE AND SALE AGREEMENT REV: 07-14-26 VR