Notice") prior to the expiration of the
Investigation Period that Buyer elects not to assume the Miscellaneous
Agreement.
After receipt of the Rejection Notice, Seller shall terminate the
Miscellaneous Agreement by the Closing Date.
4.
AS-IS SALE; RELEASE AND INDEMNITY
4.1
AS-IS SALE
(A)
BUYER ACKNOWLEDGES AND AGREES THAT IT WILL HAVE BEEN
GIVEN, BEFORE THE EXPIRATION OF THE INVESTIGATION PERIOD, A FULL OPPORTUNITY TO
INSPECT AND INVESTIGATE EACH AND EVERY ASPECT OF THE PROPERTY, EITHER
INDEPENDENTLY OR THROUGH AGENTS OF BUYER'S CHOOSING.
THE CLOSING OF ESCROW FOR
THE PURCHASE OF THE PROPERTY BY BUYER SHALL CONCLUSIVELY CONSTITUTE BUYER'S
APPROVAL OF EACH AND EVERY ASPECT OF THE PROPERTY, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED HEREIN.
(B)
EXCEPT WITH RESPECT TO ANY REPRESENTATIONS EXPRESSLY MADE
BY SELLER IN THIS AGREEMENT, SELLER:
(I) MAKES NO REPRESENTATIONS OR WARRANTIES
CONCERNING THE PROPERTY, INCOME DERIVED THEREFROM OR ANY MATTERS PERTAINING
THERETO; AND (II) MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION:
(A) THE STRUCTURAL INTEGRITY OF, OR THE QUALITY OF ANY LABOR AND
MATERIALS USED IN THE CONSTRUCTION OF, ANY IMPROVEMENTS ON THE LAND; (B) THE
CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY
(INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN OR WHICH MAY BE
PROVIDED TO BUYER BY SELLER); (C) THE COMPLIANCE OF THE PROPERTY OR ITS
OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES,
COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL
ENTITY OR OF ANY OTHER PERSON OR ENTITY, INCLUDING ZONING OR BUILDING CODE
REQUIREMENTS; (D) THE EXISTENCE OF SOIL INSTABILITY, PAST SOIL REPAIRS, SOIL
ADDITIONS OR CONDITIONS OF SOIL FILL OR SUSCEPTIBILITY TO LANDSLIDES; (E) THE
SUFFICIENCY OF ANY UNDERSHORING; (F) THE SUFFICIENCY OF ANY DRAINAGE;
(G) WHETHER THE LAND IS LOCATED WHOLLY OR PARTIALLY IN ANY FLOOD PLAIN OR FLOOD
HAZARD BOUNDARY OR SIMILAR AREA; (H) THE EXISTENCE OR NON-EXISTENCE OF
UNDERGROUND STORAGE TANKS; (I) ANY OTHER MATTER AFFECTING THE STABILITY OR
INTEGRITY OF THE LAND OR ANY BUILDINGS OR IMPROVEMENTS SITUATED ON OR AS PART OF
THE IMPROVEMENTS; (J) THE AVAILABILITY, QUALITY, NATURE, ADEQUACY AND PHYSICAL
CONDITION OF PUBLIC UTILITIES AND SERVICES FOR THE PROPERTY; (K) THE
HABITABILITY, MERCHANTABILITY, FITNESS, SUITABILITY, FUNCTIONALITY, VALUE OR
ADEQUACY OF THE PROPERTY OR ANY COMPONENT OR SYSTEM THEREOF FOR ANY INTENDED
USE; (L) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY; (M) THE
EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE
PREMISES; (N) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE
PROPERTY, INCLUDING THE STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, APPURTENANCES,
ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC,
PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES; (O) THE
QUALITY AND
8
nature of any groundwater; (P) the zoning or other legal status of the Property
or any other public or private restrictions on use of the Property; (Q) the
presence of any Hazardous Materials (as defined below) or mold or any mold-like
substance on, in, under or