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(a) Authority. Optionee has all requisite power and authority to enter into this
<br /> Agreement and to perform its obligations hereunder. The execution and delivery of this
<br /> Agreement by Optionee has been duly authorized.
<br /> (b) No Conflict. The execution and delivery of this Agreement and the
<br /> consummation of the transactions contemplated hereunder on the part of Optionee do not and
<br /> will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment,
<br /> conflict with or result in the breach of any material terms or provisions of, or constitute a default
<br /> under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the
<br /> property or assets of Optionee by reason of the terms of any contract, mortgage, lien, lease,
<br /> agreement, indenture, instrument or judgment to which Optionee is a party or which is or
<br /> purports to be binding upon Optionee or which otherwise affects Optionee, which will not be
<br /> discharged, assumed or released at the Closing. No action by any federal, state or municipal or
<br /> other governmental department, commission, board, bureau or instrumentality is necessary to
<br /> make this Agreement a valid instrument binding upon Optionee in accordance with its terms.
<br /> (c) Litigation. There are no claims, actions, suits or proceedings continuing,
<br /> pending or threatened, which would materially adversely affect Optionee or this transaction.
<br /> (d) As -Is Purchase; Release of Certain Claims. EXCEPT AS OTHERWISE
<br /> PROVIDED IN THIS AGREEMENT, OPTIONEE SPECIFICALLY ACKNOWLEDGES AND
<br /> AGREES THAT OWNER IS SELLING AND OPTIONEE IS PURCHASING THE
<br /> PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS, NO PATENT OR LATENT
<br /> DEFECTS ON THE PROPERTY WHETHER KNOWN NOW OR DISCOVERED LATER
<br /> SHALL AFFECT THIS AGREEMENT, AND THAT OPTIONEE IS NOT RELYING ON ANY
<br /> REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR
<br /> IMPLIED, FROM OWNER, ITS AGENTS, OR ANY BROKERS AS TO ANY MATTERS
<br /> CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (i) the quality,
<br /> nature, adequacy and physical condition and aspects of the Property, including, but not limited to,
<br /> the structural elements, seismic aspects of the Property, foundation, roof, appurtenances, access,
<br /> landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, utility
<br /> systems, facilities and appliances, the square footage within the improvements on the Property
<br /> and within each tenant space therein, (ii) the quality, nature, adequacy, and physical condition of
<br /> soils, geology, drainage, and any groundwater, (iii) the existence, quality, nature, adequacy and
<br /> physical condition of utilities serving the Property, (iv) the development potential of the
<br /> Property, and the Property's use, habitability, merchantability, or fitness, suitability, value or
<br /> adequacy of the Property for any particular purpose, (v) the zoning or other land use status of the
<br /> Property, (vi) the compliance of the Property or its operation with any applicable codes, laws,
<br /> regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or
<br /> quasi - governmental entity or of any other person or entity, (vii) the presence of Hazardous
<br /> Materials on, under or about the Property or the adjoining or neighboring properties, (viii) the
<br /> quality of any labor and materials used in any improvements on the Property, or (ix) the
<br /> economics of the operation of the Property.
<br /> Without limiting the above, but subject to the provisions below relating to Reserved Claims,
<br /> effective on the Closing Optionee hereby waives its right to recover from, and forever releases
<br /> and discharges, Owner and Owner's members, shareholders, partners, beneficiaries, successors
<br /> Option Agreement 50 Chemical
<br /> 10.5.2010 v. 8
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