ANY AND ALL BOOKS, RECORDS, CORRESPONDENCE, FINANCIAL
DATA, AND ALL OTHER DOCUMENTS AND MATTERS, PUBLIC OR PRIVATE, MAINTAINED BY
SELLER OR ITS AGENTS, AND RELATING TO RECEIPTS AND EXPENDITURES PERTAINING TO
THE PROPERTY FOR THE THREE MOST RECENT FULL CALENDAR YEARS AND THE CURRENT
CALENDAR YEAR; (III) MAKE INVESTIGATIONS WITH REGARD TO ZONING, ENVIRONMENTAL,
BUILDINGS, CODE AND OTHER LEGAL REQUIREMENTS; AND (IV) MAKE OR OBTAIN MARKET
3
STUDIES AND REAL ESTATE TAX ANALYSES.
IF, AT ANY TIME PRIOR TO THE REVIEW
PERIOD EXPIRATION DATE, BUYER, IN ITS SOLE AND ABSOLUTE DISCRETION, DETERMINES
THAT THE RESULTS OF ANY INSPECTION, TEST OR EXAMINATION DO NOT MEET BUYER'S
CRITERIA FOR THE PURCHASE, FINANCING OR OPERATION OF THE PROPERTY IN THE MANNER
CONTEMPLATED BY BUYER, OR IF BUYER, IN ITS SOLE DISCRETION, OTHERWISE DETERMINES
THAT THE PROPERTY IS UNSATISFACTORY TO IT, THEN BUYER MAY TERMINATE THIS
AGREEMENT BY WRITTEN NOTICE TO SELLER, WITH A COPY TO ESCROW HOLDER, GIVEN NOT
LATER THAN 5:00 P.M. (CALIFORNIA TIME) ON THE REVIEW PERIOD EXPIRATION DATE,
WHEREUPON THE PROVISIONS OF SECTION 21.8 GOVERNING A PERMITTED TERMINATION BY
BUYER SHALL APPLY.
4.2.
INDEMNIFICATION.
IN THE EVENT THAT, AS A RESULT OF BUYER'S DUE
DILIGENCE INSPECTION, ANY DAMAGE OCCURS TO THE PROPERTY, THEN BUYER SHALL
PROMPTLY REPAIR SUCH DAMAGE AT BUYER'S SOLE COST AND EXPENSE.
BUYER HEREBY
INDEMNIFIES, PROTECTS, DEFENDS AND HOLDS SELLER HARMLESS FROM AND AGAINST ANY
AND ALL LOSSES, DAMAGES, CLAIMS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, COSTS AND
EXPENSES (INCLUDING REASONABLE FEES OF ATTORNEYS) (COLLECTIVELY, "LOSSES") THAT
SELLER ACTUALLY SUFFERS OR INCURS AS A RESULT OF (I) A BREACH OF BUYER'S
AGREEMENTS SET FORTH IN THIS SECTION 4 IN CONNECTION WITH THE DUE DILIGENCE
INSPECTION, (II) BUYER'S INSPECTION OR ENTRY ONTO THE PROPERTY OR (III) PHYSICAL
DAMAGE TO THE PROPERTY OR BODILY INJURY CAUSED BY ANY WILLFUL MISCONDUCT OR
NEGLIGENT ACT OF BUYER OR ITS AGENTS, EMPLOYEES OR CONTRACTORS IN CONNECTION
WITH THE RIGHT OF INSPECTION GRANTED UNDER THIS SECTION 4.
BUYER AND ANY OF ITS
AGENTS AND CONSULTANTS PERFORMING THE DUE DILIGENCE INSPECTION SHALL, UPON THE
REQUEST OF SELLER, PROVIDE SELLER WITH WRITTEN EVIDENCE OF INSURANCE IN AN
AMOUNT AND CONTAINING COVERAGE REASONABLY ACCEPTABLE TO SELLER, NAMING SELLER AS
AN ADDITIONAL INSURED.
THE TERMS OF THIS SECTION 4.2 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
4.3.
BUYER'S RELIANCE ON OWN INVESTIGATION; "AS-IS" SALE; RELEASE.
4.3.1.
BUYER AGREES AND ACKNOWLEDGES THAT, AS OF THE CLOSING DATE, BUYER
SHALL HAVE MADE SUCH FEASIBILITY STUDIES, INVESTIGATIONS, TITLE SEARCHES,
ENVIRONMENTAL STUDIES, ENGINEERING STUDIES, INQUIRIES OF GOVERNMENTAL OFFICIALS,
AND ALL OTHER INQUIRIES AND INVESTIGATIONS AS BUYER SHALL DEEM NECESSARY TO
SATISFY ITSELF AS TO THE CONDITION AND QUALITY OF THE PROPERTY.
BY PROCEEDING
WITH CLOSING, BUYER ACKNOWLEDGES THAT IT HAS BEEN GIVEN AMPLE OPPORTUNITY TO
INSPECT THE PROPERTY.
4.3.2.
BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, AT CLOSING, BUYER WILL
BUY AND IS BUYING THE PROPERTY IN ITS THEN CONDITION, "AS IS, WHERE IS" AND WITH
ALL FAULTS, AND SOLELY IN RELIANCE ON BUYER'S OWN INVESTIGATION, EXAMINATION,
INSPECTION, ANALYSIS AND EVALUATION AND