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8.A. - Page 8 <br /> results of Buyer's own inspections or other information obtained or otherwise available to Buyer, <br /> rather than any information that may have been provided by City to Buyer. <br /> 5. Indemnities bv Buver. Buyer shall indemnify, hold harmless, and defend City and <br /> its officers, employees, or elected officials (collectively, "City Parties") from and against all <br /> claims arising out of or related to (or alleged to arise out of or relate to) (i) City's vacation or <br /> conveyance of the City Property to Buyer; (ii) the environmental condition of the City Property <br /> including the presence of any hazardous materials on, under, or about the City Property; or (iii) <br /> any acts, omissions, negligence, or willful misconduct by Buyer or its employees, agents, <br /> contractors, or subcontractors in connection with Buyer's development of the City Property, <br /> excepting only claims arising out of the sole negligence or willful misconduct of City or City <br /> Parties. Buyer's indemnity obligations under this Section 5 shall survive the Closing. <br /> 6. Waiver and Release. Buyer hereby releases City and City Parties from any and all <br /> manner of rights, liabilities, claims, actions, causes of action, suits, proceedings, demands, <br /> damages, costs, expenses (including attorney's fees and costs) or other compensation <br /> whatsoever, in law or equity, of whatever kind or nature, whether known or unknown, direct or <br /> indirect, foreseeable or unforeseeable, absolute or contingent that Buyer now has or may have or <br /> which may arise in the future arising out of, directly or indirectly, or in any way connected with <br /> (i) the physical or environmental condition of the City Property, whether express, implied or <br /> otherwise, including those of fitness for a particular purpose or use; (ii) the City Property's <br /> compliance with or failure to comply with any applicable laws; and (iii) any hazardous materials <br /> that may be located on, under, or about the City Property (collectively, the "Released Claims"). <br /> Buyer acknowledges and agrees that it understands that factual matters now unknown to <br /> it may have given or may hereafter give rise to Released Claims that are presently unknown, <br /> unanticipated and unsuspected, and Buyer further acknowledges and agrees that the releases <br /> herein have been negotiated and agreed upon in light of that realization and that Buyer <br /> nevertheless intends to release, discharge and acquit City from any such unknown Released <br /> Claims. <br /> The provisions of this Section 6 are a material portion of the consideration given by each <br /> party to the other in exchange for such party's performance under this Agreement and shall <br /> survive the Closing. <br /> 7. Closin�. Closing shall occur within thirty (30) days after the Effective Date of <br /> this Agreement as follows: <br /> 7.1. C�. By no later than five (5) business days following the Effective Date, <br /> City shall deliver to Buyer the Quitclaim Deed conveying the City Property to Buyer. <br /> 7.2. Buyer. Promptly following City's delivery of the Quitclaim Deed, Buyer <br /> shall deliver the Purchase Price to City and cause the Quitclaim Deed to be recorded in the <br /> official records of the County of San Mateo. <br /> BWS Client Documents#4829-6313-9093 vl <br /> ATTY/AGR/2013.174/RWC AGR FOR SALE OF EXCESS RIGHT OF WAY—601 MAIN <br /> REV: 10-02-13 VR <br /> Page 3 of 14 <br />