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 LOMPOC 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 LOMPOC 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 FAULT LINE,
13
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 LOMPOC 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