any amounts which may become payable pursuant to this
Agreement have been disclosed to the Company and are set forth on Schedule 7.4
hereto, and Consultant hereby agrees to disclose to the Company any such
arrangements or agreements upon entering into such arrangements or agreements.
SECTION 7.5. "AS-IS" CONSULTANT ACKNOWLEDGES AND AGREES THAT, NONE OF PXP,
DEVELOPMENTCO 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 ARROYO GRANDE 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 ARROYO GRANDE SURFACE
ESTATE, (X) CONTENT, COMPLETENESS OR ACCURACY OF ANY DOCUMENTS PROVIDED TO
CONSULTANT BY PXP, DEVELOPMENTCO OR THE COMPANY OR 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
13
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 ARROYO GRANDE 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.