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4. Other Property Matters
4.1 No Representations. Landlord is not making any representations or warranties to
Tenant about the Property including the suitability of the Property for Tenant’s farming activities.
Tenant is responsible for making Tenant’s own inspection of farming conditions on the Property
before entering into this Agreement. Tenant accepts the Property on an “as-is” basis as of the
date of occupancy, subject to any easements, servitudes, rights of way, or other land rights.
4.2 Assignment, Subleasing, and Licensing. Tenant may not assign, sublease, or
license all or any part of the Property without first obtaining Landlord’s written approval.
Landlord will not unreasonably withhold such approval.
4.3 Liens and Encumbrances. Tenant will not incur, create, or assume any lien or
encumbrance on any portion of the Property, including any mechanic's or materialmen's liens,
except any liens or encumbrances created under this Agreement. Nothing in this Section 4.3 will
prevent Tenant from entering into customary crop financing and other financing arrangements
and granting security interests in Tenant's crops, inventory, equipment, supplies, and other
assets.
4.4 Taxes. Tenant is responsible for all tax returns and payments arising from
Tenant’s occupation and use of the Property, including without limitation, income, sales, and
personal property taxes. Landlord will pay real property taxes.
4.5 Sale by Landlord. If Landlord should sell or otherwise transfer title to the
Property, Landlord will require the transferee to recognize and take the Property subject to this
Agreement. Tenant will recognize the purchaser as the owner and take such actions to that end
as are appropriate, including entering into an agreement in customary form in which the Tenant
recognizes and attorns to the purchaser.
5. Indemnification, Release and Insurance
5.1 Indemnification by Tenant. Tenant will indemnify and hold Landlord and
Landlord's respective directors, officers, partners, shareholders, members, employees, and
affiliates (collectively, "Landlord Parties") harmless against all claims, liabilities, losses,
damages, expenses, and attorneys’ fees that may be suffered or sustained by a Landlord Party
arising directly or indirectly from: (a) Tenant’s use or occupancy of the Property; (b) any claims
by third parties Tenant invites onto the Property; (c) sale and consumption of food grown on the
Property; or (d) any breach by Tenant of this Agreement, except to the extent the liability is
caused by the gross negligence or willful misconduct of such Landlord Party.
5.2 Indemnification by Landlord. Landlord will indemnify and hold Tenant and
Tenant’s respective directors, officers, partners, shareholders, members, employees, and
affiliates (collectively, “Tenant Parties”) harmless against all claims, liabilities, losses, damages,
expenses, and attorneys’ fees that may be suffered or sustained by a Tenant Party arising
directly or indirectly from Landlord’s use or presence on the Property or any breach by Landlord
of this Agreement, except to the extent the liability is caused by the gross negligence or willful
misconduct of such Tenant Party.
5.3 Waiver and Release of Claims by Tenant. To the fullest extent permitted by law,
Tenant waives any and all claims against Landlord and all other Landlord Parties resulting from
death of or injury to Tenant or any other person arising directly or indirectly from Tenant’s use and
occupancy of the Property, regardless of the cause and even if caused by negligence, whether
passive or active. Tenant agrees not to sue any Landlord Party on the basis of these waived and
released claims. Tenant understands that the releases and waivers in this Agreement extend to
claims that Tenant does not know of or does not expect to exist at the time Tenant signs this
Agreement. Tenant waives the protections of Section 1542 of the California Civil Code.
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