OR THE COMPANY HAS MADE, DOES MAKE OR WILL MAKE (AND EACH OF PXP,
DEVELOPMENTCO AND THE COMPANY HEREBY SPECIFICALLY NEGATES AND DISCLAIMS) ANY
REPRESENTATIONS, WARRANTIES, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
CONCERNING OR WITH RESPECT TO ANY MATTER (EXCEPT FOR EXPRESS REPRESENTATIONS AND
WARRANTIES IN THIS AGREEMENT), INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO
ANY OF THE FOLLOWING MATTERS CONCERNING THE MONTEBELLO SURFACE ESTATE: (I) VALUE
OR ANY ANTICIPATED SALE PRICES OF LOTS OR OTHER PORTIONS THEREOF; (II) REVENUE
TO BE DERIVED; (III) SUITABILITY FOR ANY AND ALL ACTIVITIES AND USES, INCLUDING
THE POSSIBILITIES FOR FUTURE DEVELOPMENT; (IV) HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (V) NATURE,
QUALITY OR CONDITION, INCLUDING WATER, SOIL AND GEOLOGY; (VI) COMPLIANCE WITH
ANY LAWS, RULES, ORDINANCES OR REGULATIONS; (VII) MANNER OR QUALITY OF THE
CONSTRUCTION OR MATERIALS, IF ANY; (VIII) COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION, ENDANGERED SPECIES OR LAND USE LAWS, RULES, REGULATIONS,
ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO, THE AMERICANS WITH
DISABILITIES ACT OF 1990, HEALTH & SAFETY CODE, WATER POLLUTION CONTROL ACT,
RESOURCE CONSERVATION AND RECOVERY ACT, ENVIRONMENTAL PROTECTION AGENCY
REGULATIONS, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF
1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS
TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT; (IX) PRESENCE OR ABSENCE OF
HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE MONTEBELLO SURFACE ESTATE,
(X) CONTENT, COMPLETENESS OR ACCURACY OF ANY DOCUMENTS PROVIDED TO CONSULTANT BY
PXP, DEVELOPMENTCO OR THE COMPANY OR
13
OTHERS OR ANY TITLE REPORT, TITLE COMMITMENT OR SURVEY; (XI) CONFORMITY OF ANY
IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS; (XII) CONFORMITY TO PAST, CURRENT
OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS; (XIII) DEFICIENCY OF ANY
UNDERSHORING; (XIV) DEFICIENCY OF ANY DRAINAGE; (XV) POSSIBLE LOCATION IN, ON OR
NEAR AN EARTHQUAKE FAULT LINE, LIQUEFACTION AREA, FLOOD AREA, FIRE HAZARD OR
OTHER HAZARDOUS AREA; OR (XVI) EXISTENCE OF LAND USE, ZONING OR BUILDING
ENTITLEMENTS OR (XVII) ANY MATTER RELATING TO THE SUBSURFACE RIGHTS, OIL
OPERATIONS OR OTHER RIGHTS RETAINED BY PXP. CONSULTANT FURTHER ACKNOWLEDGES AND
AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW (EXCEPT FOR EXPRESS
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT), THE CONDITION OF
THE MONTEBELLO SURFACE ESTATE AND ANY OTHER RELATED MATTERS HAS BEEN MADE IN/ON
AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS, AND THAT NONE OF PXP,
DEVELOPMENTCO OR THE COMPANY HAS ANY OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS
OR IMPROVEMENTS.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1. Entire Agreement. This Agreement, together with the exhibits and
schedules hereto and the certificates, documents, instruments and writings that
are delivered pursuant hereto constitutes the entire agreement and understanding
of the parties in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties, written
or oral, to the extent they relate in any way