HAZARD EXPERT") TO EXAMINE THE MAPS AND OTHER INFORMATION MADE
AVAILABLE TO THE PUBLIC BY GOVERNMENT AGENCIES FOR THE PURPOSE OF ENABLING
SELLER TO FULFILL ITS DISCLOSURE OBLIGATIONS WITH RESPECT TO THE ACT AND TO
PREPARE A WRITTEN REPORT OF THE RESULT OF ITS EXAMINATION (THE "REPORT").
BUYER
ACKNOWLEDGES THAT THE REPORT FULLY AND COMPLETELY DISCHARGES SELLER FROM ITS
DISCLOSURE OBLIGATIONS UNDER THE ACT, AND, FOR THE PURPOSE OF THIS AGREEMENT,
THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1103.4 REGARDING THE
NON-LIABILITY OF SELLER FOR ERRORS OR OMISSION NOT WITHIN ITS PERSONAL KNOWLEDGE
SHALL BE DEEMED TO APPLY AND THE NATURAL HAZARD EXPERT SHALL BE DEEMED TO BE AN
EXPERT DEALING WITHIN THE SCOPE OF ITS EXPERTISE WITH RESPECT TO THE EXAMINATION
AND REPORT.
BUYER ACKNOWLEDGES AND AGREES THAT NOTHING CONTAINED IN THE
DISCLOSURE STATEMENT SHALL RELEASE BUYER FROM ITS OBLIGATION TO FULLY
INVESTIGATE THE CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
WHETHER THE PROPERTY IS LOCATED IN ANY NATURAL HAZARD AREA.
BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT THE MATTERS SET FORTH IN THE DISCLOSURE STATEMENT
OR REPORT MAY CHANGE ON OR PRIOR TO THE CLOSING DATE AND THAT SELLER HAS NO
OBLIGATION TO UPDATE, MODIFY, OR SUPPLEMENT THE DISCLOSURE STATEMENT OR REPORT.
BUYER SHALL BE SOLELY RESPONSIBLE FOR PREPARING AND DELIVERING ITS OWN NATURAL
HAZARD DISCLOSURE STATEMENT TO SUBSEQUENT PROSPECTIVE BUYERS OF THE PROPERTY.
THE PROVISIONS OF THIS SECTION 10.7 SHALL SURVIVE THE CLOSE OF ESCROW.
11.
CLOSING.
11.1
SELLER DELIVERIES.
AT LEAST ONE (1) BUSINESS DAY PRIOR TO THE
CLOSING DATE, SELLER SHALL DELIVER (OR CAUSED TO BE DELIVERED) TO ESCROW HOLDER
THE FOLLOWING DOCUMENTS, EXECUTED AND ACKNOWLEDGED WHERE APPROPRIATE, AND
SUCH
OTHER ITEMS AS FOLLOWS:
11.1(A)
ONE (1) ORIGINAL GRANT DEED ("DEED"), EXECUTED BY SELLER, CONVEYING
THE PROPERTY TO BUYER IN THE FORM ATTACHED HERETO AS EXHIBIT "B."
11
11.1(B)
TWO (2) ORIGINAL ASSIGNMENT AND ASSUMPTION OF THE EXISTING LEASES
("ASSIGNMENT OF LEASES"), EXECUTED BY SELLER, AS ASSIGNOR, IN FORM ATTACHED
HERETO AS EXHIBIT "C".
11.1(C)
ONE (1) ORIGINAL BILL OF SALE AND ASSIGNMENT AGREEMENT ("BILL OF
SALE") IN THE FORM ATTACHED HERETO AS EXHIBIT "D".
11.1(D)
TWO (2) ORIGINAL ASSIGNMENT AND ASSUMPTION OF THE APPROVED
SERVICE CONTRACTS AND THE INTANGIBLE PROPERTY ("ASSIGNMENT OF CONTRACTS AND
INTANGIBLE PROPERTY), EXECUTED BY SELLER, AS ASSIGNOR, IN THE FORM ATTACHED
HERETO AS EXHIBIT "F".
11.1(E)
ONE (1) ORIGINAL CERTIFICATE OF "NON-FOREIGN" STATUS SIGNED BY
SELLER AND A CALIFORNIA FORM 593-C, BOTH DULY EXECUTED BY SELLER.
11.1(F)
SUCH ADDITIONAL DOCUMENTS MAY BE REASONABLY REQUIRED BY ESCROW
HOLDER IN ORDER TO CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT
(PROVIDED THE SAME DO NOT INCREASE IN ANY MATERIAL RESPECT THE COSTS TO, OR
LIABILITY OR OBLIGATIONS OF SELLER IN A MANNER NOT OTHERWISE PROVIDED FOR
HEREIN, OR REDUCE BUYER'S OBLIGATIONS OR LIABILITY HEREUNDER).
11.2
BUYER DELIVERIES.
AT LEAST ONE (1) BUSINESS DAY PRIOR TO THE
CLOSING DATE, BUYER SHALL DELIVER TO ESCROW HOLDER (I) IMMEDIATELY AVAILABLE
FUNDS IN THE AMOUNT DESCRIBED IN SECTION 4.2(C) ABOVE; (II) TWO (2) ORIGINALS OF
THE ASSIGNMENT