NOW HAVE OR HEREAFTER ACQUIRE UNDER CALIFORNIA CIVIL CODE
SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDIT 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." THE FOREGOING PROVISIONS OF
THIS SECTION 9B SHALL NOT LIMIT. HOWEVER, SELLER'S EXPRESS OBLIGATIONS UNDER
THIS AGREEMENT AND THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH.
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INITIALS OF BUYER
C.
CERTAIN PROPERTY DISCLOSURES. WITH RESPECT TO ALL OF THE FOLLOWING MATTERS
IN THIS SECTION 9C AND WITHOUT LIMITATION ON ANY OTHER PROVISIONS OF THIS
AGREEMENT, BUYER SHALL EVALUATE SUCH MATTERS IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5. BUYER SHALL ASSUME ALL RESPONSIBILITY FOR SUCH MATTERS AND SHALL
NOT SEEK ANY PAYMENT OR OTHER ACTION FROM SELLER (AND SELLER SHALL HAVE NO
OBLIGATION TO BUYER) WITH RESPECT TO SUCH MATTERS; ANY DISCLOSURE OF SUCH
MATTERS BY TENANTS OR OTHERS SHALL NOT BE A CAUSE FOR OBJECTION BY BUYER
(PROVIDED THAT THIS SECTION 9C SHALL NOT LIMIT BUYER'S RIGHT TO OBJECT TO TENANT
ESTOPPELS AS PROVIDED IN SECTION 10B(3)); SUCH MATTERS HAVE ALREADY BEEN TAKEN
INTO ACCOUNT IN CALCULATION OF THE PURCHASE PRICE OF THE PROPERTY; AND SUCH
MATTERS SHALL NOT BE DEEMED TO EXPAND IN ANY MANNER THE LIMITED REPRESENTATIONS
AND WARRANTIES OF SELLER CONTAINED HEREIN. WITHOUT LIMITATION ON THE GENERALITY
OF THE FOREGOING:
(1) ENVIRONMENTAL MATTERS. SELLER HAS DELIVERED TO BUYER (AND BUYER ACKNOWLEDGES
RECEIPT OF) THE ENVIRONMENTAL REPORTS DESCRIBED IN EXHIBIT P (THE "ENVIRONMENTAL
REPORTS"). SELLER SHALL HAVE NO OBLIGATION TO BUYER IN CONNECTION WITH THE
MATTERS SET
30
FORTH IN THE ENVIRONMENTAL REPORTS OR OTHERWISE WITH RESPECT TO ANY
ENVIRONMENTAL MATTERS EXCEPT AS SET FORTH HEREIN. BUYER HEREBY ACKNOWLEDGES THAT
IT HAS RECEIVED THE ENVIRONMENTAL REPORTS (INCLUDING SUCH LETTER) AND SHALL
REVIEW THE SAME PRIOR TO THE EFFECTIVE DATE.
(2)LAND USE, ZONING, ENTITLEMENT AND DEVELOPMENT ISSUES. BUYER SHALL DETERMINE
PRIOR TO THE EFFECTIVE DATE WHETHER IT IS SATISFIED WITH THE STATUS AND
COMPLIANCE OF THE PROPERTY WITH RESPECT TO ANY AND ALL LAND USE, ZONING,
ENTITLEMENT AND DEVELOPMENT LAWS, RULES, ORDINANCES, REGULATIONS, RESTRICTIONS,
STANDARDS, AGREEMENTS AND SIMILAR ITEMS AFFECTING THE PROPERTY.
D.
SURVIVAL. THIS SECTION 9 SHALL SURVIVE THE CLOSING DATE OR THE EARLIER
TERMINATION OF THIS AGREEMENT AND SHALL NOT BE DEEMED TO HAVE MERGED INTO ANY OF
THE DOCUMENTS EXECUTED OR DELIVERED AT CLOSING.
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INITIALS OF BUYER
10.
Conditions to Closing.
A.
Seller's Conditions to Closing. In addition to the conditions provided in
other provisions of this Agreement, Seller's obligations to perform its
undertakings provided in this Agreement (including its obligation to sell the
Property) are conditioned on the following (any of which may be waived in
writing by Seller):
(1)Performance by Buyer. The due performance by Buyer of each and every
undertaking and agreement to be performed by it hereunder (including the
delivery to Seller or Escrow Agent, as applicable, of the