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any obligation Optionee may have for providing relocation assistance to Owner and paying its
<br /> relocation costs, if any, required to comply with all applicable federal, state and local laws, rules
<br /> and regulations arising out of, based upon, or relating to, relocation assistance or benefits owing
<br /> under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42
<br /> U.S.C. Section 4601 et seq., and the California Relocation Act, Govt. Code Section 7260 et seq.,
<br /> and its implementing regulations, 25 Cal. Code Regs. Section 6000 et seq. or under any other
<br /> federal, state or local relocation statutes, regulations or guidelines, including but not limited to,
<br /> any such regulations or guidelines of the City of Redwood City or the County of San Mateo
<br /> (collectively, "Relocation Benefits "). Accordingly, Owner, for itself and for its agents,
<br /> successors, assigns, fully releases, acquits and discharges Optionee and its officers, officials,
<br /> members, directors, council members, employees, attorneys, accountants, other professionals,
<br /> insurers, and agents, and all entities, boards, commissions, and bodies related to any of them
<br /> g y
<br /> (collectively, the "Released Parties "), from all Claims that Owner, or any of them, has or may
<br /> have against the Released Parties for all Relocation Benefits arising out of or related to
<br /> Optionee's acquisition of the Property, the termination of the Existing Lease, the execution and
<br /> termination of the New Lease, or the displacement of Owner or the Tenant (or any person
<br /> claiming under Owner or the Tenant) from the Property. In addition, at the Closing, Owner
<br /> assumes all obligations on the part of Optionee (and its successors and assigns) and all other
<br /> governmental entities to provide Relocation Benefits to the Tenant.
<br /> (b) Waiver of Property Rights and Interests. Upon receipt by Owner of the
<br /> Purchase Price and the Relocation Compensation, Owner for itself and for its agents, successors
<br /> and assigns fully releases, acquits and discharges Optionee and the Released Parties from all
<br /> Claims that Owner, its agents, successors and assigns has or may have against the Released
<br /> Parties arising out of or related to Optionee's acquisition of the Property, the termination of the
<br /> Existing Lease, the execution and termination of the New Lease, or the displacement of Owner
<br /> from the Property including, without limitation, all of Owner's property rights and interests in the
<br /> Property, including but not limited to (i) all leasehold interests and rights of tenancy or
<br /> occupancy, (ii) all improvements, including improvements pertaining to the realty, furniture,
<br /> fixture, and equipment, (iii) business goodwill and lost income (past or future) relating to the
<br /> Property, (iv) Owner's failure to locate a suitable replacement location, (v) lost rental income or
<br /> sublease or license income, (vi) severance damages and pre - condemnation damages, if any, (vii)
<br /> economic or consequential damages, (viii) professional consultant fees, attorney's fees and costs,
<br /> expert witness fees and costs, interest, and (ix) all other costs, and any and all compensable
<br /> interests, and/or damages, and/or claims, of any kind and nature, claimed or to be claimed,
<br /> suffered or to be suffered, by Owner, its agents, successors and assigns by reason of Optionee's
<br /> acquisition of the Property, the termination of the Existing Lease, the execution and termination
<br /> of the New Lease, or Owner's or the Tenant's displacement from the Property. Notwithstanding
<br /> the above, Optionee and the Released Parties shall not be released from any obligations to
<br /> indemnify or hold harmless Owner or Owner's Parties to the extent otherwise provided in this
<br /> Agreement.
<br /> (c) Waiver of Civil Code Section 1542. Owner, on behalf of itself and its
<br /> agents, successors and assigns, expressly waives all rights under Section 1542 of the Civil Code
<br /> of the State of California ( "Section 1542 "), or any other federal or state statutory rights or rules,
<br /> or principles of common law or equity, or those of any jurisdiction, government, or political
<br /> subdivision thereof, similar to Section 1542 (hereinafter referred to as a "Similar Provision ").
<br /> Option Agreement 20 Chemical
<br /> 10.05. 2010 v.5
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