Property, the zoning for the Property, the payment of school
fees or any other impact fees, the grading plans, the income, profit and/or
development potential for the Property, the Property Documents, the Hazardous
Materials Documents, the soils condition or subsoils condition of the Property,
the presence or absence of any Hazardous Materials in, on, under or about the
Property, or any other matter whatsoever with respect to the Property.
ACCORDINGLY, OPTIONEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT, SUBJECT TO
(A) OPTIONOR'S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 9
ABOVE, AND (B) OPTIONEE'S RIGHT TO DISAPPROVE THE CONDITION OF THE PROPERTY
PRIOR TO THE APPROVAL DATE PURSUANT TO THE TERMS OF ARTICLE 2 HEREOF, OPTIONEE
IS PURCHASING THE PROPERTY "AS IS", AND "WITH ALL FAULTS", AFTER SUCH
INSPECTION, ANALYSIS, EXAMINATION AND INVESTIGATION AS OPTIONEE DEEMS DESIRABLE
OR NECESSARY, AND EXPRESSLY WITHOUT OPTIONOR'S COVENANT, WARRANTY OR
REPRESENTATION AS TO PHYSICAL CONDITION, ENTITLEMENTS, UTILITIES, TITLE, LEASES,
RENTS, REVENUES, INCOME, EXPENSES, OPERATION, ZONING OR OTHER REGULATION,
COMPLIANCE WITH LAW, SUITABILITY OR FITNESS FOR PARTICULAR PURPOSES OR ANY OTHER
MATTER WHATSOEVER. OPTIONEE ACKNOWLEDGES AND AGREES THAT OPTIONEE IS A
SOPHISTICATED
21
RESIDENTIAL REAL ESTATE DEVELOPER WITH EXPERIENCE IN THE ACQUISITION,
INVESTIGATION AND DEVELOPMENT OF REAL PROPERTY SIMILAR TO THE PROPERTY. OPTIONEE
EXPRESSLY ACKNOWLEDGES THAT IT HAS BEEN OR PRIOR TO THE APPROVAL DATE SHALL HAVE
BEEN AFFORDED AMPLE OPPORTUNITY TO INSPECT, ANALYZE AND INVESTIGATE ALL ASPECTS
OF THE PROPERTY AND CONDITIONS RELEVANT THERETO, AND OPTIONEE SHALL RELY ON
OPTIONEE'S OWN INVESTIGATION AND INSPECTION, AND ALL MATTERS RELATING THERETO.
EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE 9 OF THIS AGREEMENT, OPTIONOR MAKES
NO REPRESENTATION OR WARRANTY CONCERNING THE ACCURACY OR COMPLETENESS OF ANY
PLANS, STUDIES, REPORTS OR OTHER PROPERTY DOCUMENTS OR HAZARDOUS MATERIALS
DOCUMENTS DELIVERED TO OPTIONEE BY OPTIONOR OR BY ANY AGENTS AND AFFILIATES OF
OPTIONOR, AND OPTIONEE HEREBY RELEASES (THE PARTIES AGREEING THAT THE CALIFORNIA
CIVIL CODE SECTION 1542 RELEASE SET FORTH AT SECTION 4.2.2 HEREOF SHALL APPLY TO
SUCH RELEASE) AS OF THE CLOSE OF ESCROW, OPTIONOR INDEMNITEES FROM ANY LIABILITY
WHATSOEVER WITH RESPECT TO ANY SUCH REPORTS INCLUDING, WITHOUT LIMITATION, ANY
MATTERS SET FORTH IN SUCH REPORTS, OR THE ACCURACY OR COMPLETENESS OF ANY SUCH
REPORTS.
12.
GENERAL ASSIGNMENT
Optionor agrees, concurrently with the Closing of the Property, to assign to
Optionee all of Optionor's right, title and interest, if any, in and to all
assignable warranties, guaranties, licenses, permits, plans, maps, entitlements,
and approvals relating to the Property, and any other documents and instruments
pertaining to the Property, pursuant to and in accordance with the terms and
provisions of the General Assignment in the form of Exhibit D attached hereto
and incorporated herein by this reference (the "General Assignment").
13.
LAND USE APPROVALS
13.1 Right to Pursue Entitlements. Optionee shall have the right (but only with
the prior written consent of Optionor, which Optionor may withhold in its sole
discretion) prior to the giving of the Approval Notice to pursue, at Optionee's
sole cost and expense (including, but not