FULL PACKET_2013-04-15 - Laserfiche WebLink

Home Browse Search

11. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant- Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant-Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant-Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code § 1542, or under any statute or common law or equitable principle of similar effect. Tenant-Seller: 12. CONTINGENCY. This transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant-Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 13. AGREEMENT TO EXECUTE. Tenant-Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest. 14. AUTHORIZATION TO EXECUTE. Tenant-Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant-Seller and Buyer respectively. 15. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant-Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 16. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 17. WARRANTIES, REPRESENTATIONS AND COVENANTS OF TENANT- SELLER. Tenant-Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant-Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. A-3 25D-7