BUYER AND ITS AFFILIATES.
(B)
IN CONNECTION WITH SECTION 4.5(A) ABOVE,
BUYER EXPRESSLY WAIVES AS OF THE CLOSING HEREUNDER THE BENEFITS OF SECTION 1542
OF THE CALIFORNIA CIVIL CODE 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."
5
Buyer's Initials /s/ MR
Notwithstanding the foregoing, the releases and waivers set forth in this
Agreement do not excuse and shall not apply to any fraud or concealment of
material facts committed by Seller, or, subject to the limitations in Article 3
above, any representations or warranties by Seller in this Agreement with
respect to the Released Matters. Furthermore, nothing stated herein shall be
construed or interpreted as creating an obligation on Buyer to assume any
environmental obligations or liabilities of Seller or to indemnify, defend or
hold harmless Seller from or against any claims, liabilities, losses, damages,
demands, actions, causes of action, judgments, costs or expenses (including,
without limitation, attorneys' fees) arising from or related to the
environmental or other condition of the Property.
5.
CONDITIONS OF BUYER'S OBLIGATIONS. THE
CLOSING AND BUYER'S OBLIGATIONS UNDER THIS AGREEMENT TO PURCHASE THE PROPERTY
SHALL BE SUBJECT TO THE REASONABLE SATISFACTION, PRIOR TO THE TIMES PRESCRIBED
HEREIN, OF THE FOLLOWING CONDITIONS, WITH BUYER TO RETAIN THE RIGHT TO WAIVE, IN
WRITING, IN WHOLE OR IN PART, ANY OF THE FOLLOWING CONDITIONS (COLLECTIVELY, THE
"CONTINGENCIES") AT OR PRIOR TO THE TIME PRESCRIBED HEREIN FOR APPROVAL OR
DISAPPROVAL BY BUYER:
5.1
TITLE REPORT. WITHIN THREE (3) BUSINESS DAYS
AFTER THE EXECUTION DATE, SELLER SHALL DELIVER TO BUYER A PRELIMINARY TITLE
REPORT PREPARED BY FIRST AMERICAN TITLE COMPANY ("TITLE COMPANY") WITH RESPECT
TO THE PROPERTY (THE "TITLE REPORT"), TOGETHER WITH COMPLETE COPIES OF ALL
EXCEPTIONS SET FORTH THEREIN. BUYER SHALL HAVE UNTIL 5:00 P.M. (PACIFIC TIME) ON
THE DATE WHICH IS TEN (10) BUSINESS DAYS AFTER THE EXECUTION DATE (THE "TITLE
REVIEW PERIOD") TO NOTIFY SELLER AND THE ESCROW AGENT, IN WRITING, OF BUYER'S
DISAPPROVAL OF ANY EXCEPTIONS OR ITEMS SHOWN THEREON AND TO OBTAIN, AT BUYER'S
SOLE COST (SUBJECT TO SELLER'S PAYMENT AT CLOSING PURSUANT TO SECTION 8.2.2) THE
COMMITMENT OF THE TITLE COMPANY TO ISSUE THE TITLE POLICY (AS DEFINED IN
SECTION 5.5 BELOW), INCLUDING SUCH ENDORSEMENTS AS BUYER MAY REASONABLY REQUEST.
IF BUYER DOES NOT GIVE SELLER WRITTEN NOTICE OF DISAPPROVAL OF ANY OF THE
FOREGOING ITEMS WITHIN THE PRESCRIBED TIME, THE TITLE REPORT AND THE SUPPORTING
DOCUMENTS SHALL BE DEEMED APPROVED (AND ALL EXCEPTIONS THEREIN SHALL BE DEEMED
"PERMITTED EXCEPTIONS" AND THIS CONDITION SHALL BE DEEMED SATISFIED); PROVIDED,
HOWEVER, BUYER MAY AT ANY TIME DURING THE TITLE REVIEW PERIOD OBJECT TO ANY
TITLE MATTERS AFFECTING THE PROPERTY. WITHIN FIVE (5) DAYS OF RECEIPT OF BUYER'S
NOTICE OF DISAPPROVAL OF ANY OF THE FOREGOING ITEMS, SELLER SHALL NOTIFY BUYER