Common use of Development Matters Clause in Contracts

Development Matters. (a) Throughout the period of construction of the Buildings, Seller shall provide Buyer with a reasonable opportunity to attend regular periodic construction meetings between Seller’s representatives and representatives of its contractor(s). To the extent time and convenience permits, Seller also will give Buyer a reasonable opportunity to attend other special meetings between Seller’s representatives and representatives of its contractor(s) concerning the construction of the Buildings. In no event shall the provisions of this Section be allowed to impede or delay the course of development, construction or completion of the Buildings or other improvements at the Project. (b) Subject to Seller’s express representations, warranties and covenants set forth elsewhere in this Agreement, upon the Closing Buyer hereby shall waive, relinquish and release Seller and its members and their respective officers, directors, shareholders, employees and agents (the “Released Parties”) from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) of any and every kind or character, known or unknown, which Buyer might have asserted or alleged against the Released Parties at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws and any and all other acts, omissions, events, circumstances or matters concerning the Property. In connection therewith, Buyer expressly waives all rights under California Civil Code Section 1542, which provides that: “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.” (c) Notwithstanding the foregoing provisions of this Section 18, Buyer is not agreeing to waive any claims it may have against Seller for any loss or liability to Buyer to the extent caused by Seller’s acts of fraud or breach of its express covenants, representations or warranties set forth in this Agreement. Buyer specifically acknowledges Seller’s current intention that the parties who will be actually constructing and installing the Buildings and related facilities and improvements will be unaffiliated contractors and subcontractors. Accordingly, although Seller will be obligated to cause and pay for the completion of the Buildings to the extent of obtaining the certifications and inspections as described in Section 14(e) (as applicable) and Section 14(f), thereafter the Released Parties shall not be liable under this Agreement or otherwise for any construction of the Buildings or any defects, deficiencies or other faulty performance pertaining thereto, except to the extent the work has been performed by employees of Seller or Classic Pacific, Ltd. For avoidance of doubt, the parties specifically acknowledge that the foregoing waivers and releases set forth in this Section 18 shall not extend to any third parties that are not affiliates of Seller and that may have provided services or materials to Seller or otherwise have performed any work in connection with the design or construction of the Buildings or related facilities or improvements. Upon the Closing, the Intangibles Assignment shall include a non-exclusive assignment of the warranties and other rights Seller or Classic Pacific, Ltd. may have against all contractors and subcontractors constructing any portion of the Buildings or related facilities or improvements such that Buyer will have a non-exclusive right (along with Seller and Classic Pacific, Ltd.) to enforce such warranties or other rights to the extent pertaining to the Property. Seller and Buyer have each initialed this Section 18 to further indicate their awareness and acceptance of each and every provision of this Section 18. Initials of Seller Initials of Buyer

Development Matters. (a) Throughout the period of construction of the BuildingsBuilding, Seller shall provide Buyer with a reasonable opportunity to attend regular periodic construction meetings between Seller’s representatives and representatives of its contractor(s). To the extent time and convenience permits, Seller also will give Buyer a reasonable opportunity to attend other special meetings between Seller’s representatives and representatives of its contractor(s) concerning the construction of the BuildingsBuilding. In no event shall the provisions of this Section be allowed to impede or delay the course of development, construction or completion of the Buildings Building or other improvements at the Project. (b) Subject to Seller’s express representations, warranties and covenants set forth elsewhere in this Agreement, upon the Closing Buyer hereby shall waive, relinquish and release Seller and its members and their respective officers, directors, shareholders, employees and agents (the “Released Parties”) from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) of any and every kind or character, known or unknown, which Buyer might have asserted or alleged against the Released Parties at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws and any and all other acts, omissions, events, circumstances or matters concerning the Property. In connection therewith, Buyer expressly waives all rights under California Civil Code Section 1542, which provides that: “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.” (c) Notwithstanding the foregoing provisions of this Section 18, Buyer is not agreeing to waive any claims it may have against Seller for any loss or liability to Buyer to the extent caused by Seller’s acts of fraud or breach of its express covenants, representations or warranties set forth in this Agreement. Buyer specifically acknowledges Seller’s current intention that the parties who will be actually constructing and installing the Buildings Building and related facilities and improvements will be unaffiliated contractors and subcontractors. Accordingly, although Seller will be obligated to cause and pay for the completion of the Buildings Building to the extent of obtaining the certifications and inspections as described in Section 14(e) (as applicable) and Section 14(f), thereafter the Released Parties shall not be liable under this Agreement or otherwise for any construction of the Buildings Building or any defects, deficiencies or other faulty performance pertaining thereto, except to the extent the work has been performed by employees of Seller or Classic Pacific, Ltd. For avoidance of doubt, the parties specifically acknowledge that the foregoing waivers and releases set forth in this Section 18 shall not extend to any third parties that are not affiliates of Seller and that may have provided services or materials to Seller or otherwise have performed any work in connection with the design or construction of the Buildings Building or related facilities or improvements. Upon the Closing, the Intangibles Assignment shall include a non-exclusive assignment of the warranties and other rights Seller or Classic Pacific, Ltd. may have against all contractors and subcontractors constructing any portion of the Buildings Building or related facilities or improvements such that Buyer will have a non-exclusive right (along with Seller and Classic Pacific, Ltd.) to enforce such warranties or other rights to the extent pertaining to the Property. Seller and Buyer have each initialed this Section 18 to further indicate their awareness and acceptance of each and every provision of this Section 18. Initials of Seller Initials of Buyer