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5489135.1 8
<br />HARMLESS SELLER, AND, ITS PAST, PRESENT, AND FUTURE DIRECT AND
<br />INDIRECT PARENTS, SUBSIDIARIES, AND AFFILIATES AND EACH OF THEIR
<br />RESPECTIVE DIRECT AND INDIRECT SHAREHOLDERS, PARTNERS, MEMBERS,
<br />AND LEGAL AND BENEFICIAL OWNERS, AND EACH OF THEIR RESPECTIVE
<br />DIRECTORS, OFFICERS, PRINCIPALS, MANAGERS, MEMBERS, CONTRACTORS,
<br />EMPLOYEES (INCLUDING, WITHOUT LIMITATION, INDIVIDUALLY, RYAN
<br />OGULNICK, JEREMEY OGULNICK, RACHEL OGULNICK, CHRIS LEE, RAY
<br />WIRTA, AND DUROSS O’BRIAN), TRUSTS, TRUSTEES, AGENTS,
<br />REPRESENTATIVES, HEIRS, BENEFICIARIES, ALTER EGOS, ATTORNEYS,
<br />INSURERS, AND UNDERWRITERS AND THE PREDECESSORS, SUCCESSORS
<br />AND ASSIGNS OF THE FOREGOING AND EACH OF THEM, AND ALL PERSONS
<br />ACTING BY, THROUGH, UNDER OR IN CONCERT WITH SUCH PERSONS
<br />(COLLECTIVELY, THE “SELLER PARTIES”), FROM AND AGAINST ANY AND
<br />ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS,
<br />CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING,
<br />WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES AND COURT
<br />COSTS) IN ANY WAY ARISING OUT OF, RELATING TO, OR IN CONNECTION
<br />WITH, PURCHASER’S INSPECTION, ACQUISITION, OWNERSHIP, LEASING, USE,
<br />OPERATION, MANAGEMENT, AND/OR MAINTENANCE OF THE PROPERTY AT
<br />ANY TIME, AND ANY OTHER MATTERS WITH RESPECT TO THE PROPERTY,
<br />INCLUDING, WITHOUT LIMITATION, THOSE ARISING OUT OF ANY SELLER
<br />PARTY’S OWN ACTS OR OMISSIONS, WHETHER NEGLIGENT OR INTENTIONAL
<br />(“LIABILITIES”).
<br />5.4. Waiver and Release.
<br />5.4.1. AS PART OF PURCHASER’S AGREEMENT TO PURCHASE AND
<br />ACCEPT THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS,
<br />LIABILITIES, DEFICIENCIES, AND DEFECTS, PATENT, LATENT OR
<br />OTHERWISE, KNOWN OR UNKNOWN” BASIS, AND NOT AS A
<br />LIMITATION ON SUCH AGREEMENT, PURCHASER HEREBY
<br />UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL
<br />OR POTENTIAL RIGHTS PURCHASER MIGHT HAVE REGARDING ANY
<br />FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE,
<br />RELATING TO THE PROPERTY. SUCH WAIVER IS ABSOLUTE, COMPLETE,
<br />TOTAL, AND UNLIMITED IN EVERY WAY. SUCH WAIVER INCLUDES, BUT
<br />IS NOT LIMITED TO, A WAIVER OF EXPRESS WARRANTIES, IMPLIED
<br />WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE OR
<br />PURPOSE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF
<br />HABITABILITY, STRICT LIABILITY RIGHTS, AND CLAIMS, LIABILITIES,
<br />DEMANDS, OR CAUSES OF ACTION OF EVERY KIND AND TYPE, WHETHER
<br />STATUTORY, CONTRACTUAL, ADMINISTRATIVE, OR UNDER TORT
<br />PRINCIPLES, AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO,
<br />CLAIMS REGARDING DEFECTS WHICH MIGHT HAVE BEEN
<br />DISCOVERABLE, CLAIMS REGARDING DEFECTS WHICH WERE NOT OR
<br />ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT
<br />LIABILITY TYPE CLAIMS, ALL OTHER EXTANT OR LATER CREATED OR
<br />CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS
<br />EXHIBIT 1
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