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to the remainder ("severance damages'); precondemnation damages; claims for inverse condemnation;
<br />damage to or loss of improvements pertaining to the realty (as so defined in Code of Civil Procedure
<br />Section 1263.205); damage to or loss of machinery, fixtures, inventory, equipment and/or personal
<br />property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of
<br />any portion of the Real Property, or challenge Buyer's adoption of a resolution of necessity, pursuant to
<br />Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil
<br />Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to
<br />Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon
<br />Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and
<br />attorney's fees and costs, it being understood that this is a complete and full settlement of all acquisition
<br />claims, liabilities, or benefits of any type or nature whatsoever by Seller (except for claims for loss of
<br />goodwill, and except for any breach of this Agreement) relating to or in connection with the acquisition
<br />of the Real Property by Buyer. This release shall survive the close of escrow.
<br />This Agreement arose out of Buyer's efforts to acquire the Real Property through its municipal authority.
<br />Seller, on behalf of itself, its heirs, executors, administrators, successors and assigns, hereby fully
<br />releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other
<br />persons and associations, known or unknown, from all claims and causes of action by reason of any
<br />damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts
<br />to acquire the Real Property or to construct the works of improvement thereon, or any preliminary steps
<br />thereto (except to the extent based upon breach of this Agreement by the City). This Agreement does
<br />not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a
<br />result of Buyer's efforts to construct improvements on the Real Property. This acknowledgment and
<br />release shall survive the close of escrow.
<br />14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988,
<br />in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 301
<br />East Ocean, Suite 1600, Long Beach, CA 90802-4692.
<br />15. Exceptions. City agrees to accept title to the Real Property subject to the following: (a) those matters
<br />set forth in Section B of Schedule B of the July 7, 2017 Preliminary Title Report for the Real Property prepared
<br />by Commonwealth Land Title Company (File #09204338), (b) any other matters of record as of the Effective
<br />Date, and (c) the provisions in this PSA (including Exhibits hereto).
<br />16. Entire A-greement. It is mutually agreed that the Parties hereto have herein set forth the whole of their
<br />Agreement. Except for breach of this Agreement, and except for claims for loss of business (goodwill),
<br />performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have
<br />been raised in connection with the acquisition of the Real Property by City.
<br />17. Definition of Hazardous Material. The term "Hazardous Material" shall mean any substance, material,
<br />or waste which is or becomes regulated by any local governmental authority, the State of California, or the
<br />United States Government, including, but not limited to, any material or substance which is (i) defined as a
<br />"hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117
<br />or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter
<br />6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the
<br />California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance
<br />Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under
<br />Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials
<br />Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the
<br />California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances),
<br />(v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous"
<br />or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4,
<br />Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33
<br />U.S.C. §1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation
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