Asset Purchase & Sale Agreement (Page 6 of 12) in pdf

rights, d emands, c osts, l osses, d ebts a nd e xpenses ( including a ttorneys' f ees a nd c osts a ctually i ncurred)

of a ny n ature w hatsoever, k nown o r u nknown, s uspected o r u nsuspected a s o f t he d ate o f t he e xecution

of t his A greement, b y r eason o f a ny a ct o r o mission c oncerning a ny m atter, c ause, o r t hing.

3. K nowing a nd V oluntary W aiver b y t he P arties

The parties expressly waive and relinquish all rights and benefits afforded by Section 1542 of the Civil

Code of the State of California, and do so understanding and acknowledging the significance of such

specific w aiver o f S ection 1 542. S ection 1 542 o f t he C ivil C ode o f t he S tate o f C alifornia s tates a s f ollows:

"A general release does not extend to claims which the creditor does not know or suspect to

exist in his favor at the time of executing the release, which if known by him must have materially

affected h is s ettlement w ith t he d ebtor."

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and

complete release, the parties expressly acknowledge that this Mutual General Release is intended to

include in its effect, without limitation, all claims which the parties do not know or suspect to exist at

the t ime o f e xecution h ereof, a nd t hat t his M utual G eneral R elease c ontemplates t he e xtinguishment o f

any such claim or claims and any right to sue regarding any such claim or claims (except for uncured

breaches o f t his A greement o ccurring a fter t he d ate f irst w ritten a bove).

G. R EPRESENTATIONS A ND W ARRANTIES O F B UYER

Buyer represents and warrants that it is a company in good standing in the state of California and has

the legal right and authority, including all necessary approvals from its members, to enter into and

conclude t his t ransaction.

Buyer represents and warrants that upon the receipt of all due diligence materials from seller it will

conduct i ts d ue d iligence r eview i n a t imely a nd g ood f aith m anner.

Buyer represents and warrants that it will use its best efforts in a timely fashion to secure necessary

funding for this proposed transaction and to the extent necessary to arrive at an understanding with all

third parties regarding necessary permits, licenses, leases, franchise agreements and other pertinent

matters.

Buyer represents and warrants that it knows of no reason (economic, legal or otherwise) why it should

not e nter i nto t his A greement.

Buyer agrees to provide a comprehensive list of assets being purchased in this transaction and deposit

the list in escrow prior to closing. General categories such as, but not limited to, “all supplies” may be

used w hen p ractical. A ny a ssets n ot o n t he l ist r emain t he p roperty a nd r esponsibility o f s eller.

Asset Purchase & Sale Agreement Page 6