Common use of Inspections and Review Clause in Contracts

Inspections and Review. (a) BUYER acknowledges and agrees that the Property is being conveyed in an "AS IS," “WHERE IS” condition and "WITH ALL FAULTS" as of the date of this Agreement and the date of Close of Escrow. Except as expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by SELLER or by any officer, person, firm, agent or representative acting or purporting to act on behalf of SELLER as to the condition or repair of the Property or the value, expense of operation, or income potential thereof, or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. XXXXX further acknowledges and agrees that it has relied solely upon its own investigations of the Property and its own review of such information and documentation as it has deemed appropriate and is satisfied with the opportunity afforded for investigation. XXXXX is not relying upon any statement or representation by SELLER or by any officer, person, firm, agent or representative acting or purporting to act on behalf of SELLER unless such statement or representation is specifically embodied in this Agreement, or the Exhibits attached hereto. Except as expressly set forth herein, SELLER makes no representations or warranties as to whether the Property contains any Hazardous Materials or pertaining to the extent, location or nature of the same. Further, to the extent that SELLER has provided to BUYER information from any inspection, engineering or environmental reports concerning any Hazardous Materials, SELLER makes no representations or warranties with respect to the accuracy, completeness, methodology of preparation or otherwise concerning the contents of such reports. (b) The provisions of this Section 10 shall survive the Close of Escrow and shall be binding upon BUYER. (c) SELLER shall assist and cooperate with BUYER in endeavoring to remove title exceptions unacceptable to BUYER, but SELLER shall have no obligation to cause such objections to be removed or to expend any sums in such endeavor, except that SELLER shall remove all monetary liens and encumbrances created by or as a result of SELLER’s activities. (e) SELLER covenants not to further encumber and not to place any further liens or encumbrances on the Property, including, but not limited to, covenants, conditions, restrictions, easements, liens, options to purchase, rights of first offer options to lease, leases, tenancies, or other possessory interests.

Inspections and Review. (a) BUYER acknowledges and agrees that Buyer shall accept the delivery of possession of the Property is being conveyed (including but not limited to, subterranean structures and soil conditions), in an "“AS IS," ” “WHERE IS” condition and "WITH ‘SUBJECT TO ALL FAULTS" as of the date of this Agreement and the date of Close of Escrow” condition. Except as expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by SELLER or by any officer, person, firm, agent or representative acting or purporting to act on behalf of SELLER as to the condition or repair of the Property or the value, expense of operation, or income potential thereof, or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. XXXXX further Buyer hereby acknowledges and agrees that it has relied will rely solely upon its own investigations investigation of the Property and its own review of such information and documentation as it has deemed appropriate and is satisfied with the opportunity afforded for investigationdeems appropriate. XXXXX Buyer is not relying upon on any statement or representation by SELLER District, any employee, official or by any officer, person, firm, agent or representative acting or purporting consultant District relating to act on behalf the condition of SELLER unless such statement or representation is specifically embodied in this Agreement, or the Exhibits attached heretoProperty. Except as expressly set forth herein, SELLER District makes no representations or warranties as to whether the Property presently complies with environmental laws or whether the Property contains any Hazardous Materials or pertaining to the extent, location or nature of the samehazardous substance. FurtherFurthermore, to the extent that SELLER District has provided Buyer with information relating to BUYER information from any inspectionthe condition of the Property, engineering or environmental reports concerning any Hazardous Materials, SELLER District makes no representations representation or warranties warranty with respect to the accuracy, completeness, completeness or methodology of preparation or otherwise concerning the contents content of such reportsreports or information. (b) Buyer, on behalf of itself and its successors, waives and releases District and its successors and assigns from any and all costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown , foreseen or unforeseen, arising from or relating to any of the following matters and conditions relating to the Property which exist as of the Closing Date: all entitlements to relocation and loss of good will benefits that could result from the physical condition of the Property or any above-ground or underground improvements thereon, the condition of the soils, the suitability of the soils for the improvement of any proposed project, or any law or regulation applicable thereto. (c) Buyer expressly waives any rights or benefits available to it with respect to the foregoing release under any provision of applicable law which generally provides that a general release does not extend to claims which the creditor does know or suspect to exist in his or her favor at the time the release is agreed to, which, if known to such creditor, would materially affect a settlement. By execution of this Agreement, Xxxxx acknowledges that it fully understands the foregoing, and with this understanding, nonetheless elects to and does assume all risk for claims known or unknown, described in this Section 1.03 without limiting the generality of the foregoing: The undersigned acknowledges that it has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The undersigned, being aware of this Code section, hereby expressly waives any rights it may have thereunder, as Well as under any other statutes or common law principles of similar effect. Initials of Buyer: (d) The provisions of this Section 10 1.03 shall survive the Close of Escrow Closing, and shall be binding upon BUYERBuyer. (ce) SELLER District shall assist and cooperate with BUYER Buyer in endeavoring to remove title exceptions unacceptable to BUYERBuyer, but SELLER District shall have no obligation to cause such objections to be removed or to expend any sums in such endeavor, except that SELLER District shall remove all monetary liens and encumbrances created by or as a result of SELLERDistrict’s activities. (ef) SELLER District covenants not to further encumber and not to place any further liens or encumbrances on the Property, including, but not no limited to, covenants, conditions, restrictions, easements, liens, options to purchase, rights of first offer options to lease, leases, tenancies, or other possessory interestsinterest. District also covenants not to authorize others to take any action that adversely affects the physical condition of the Property or its soils to any material extent.

Inspections and Review. (a) BUYER acknowledges and agrees that the Property is being conveyed in an "AS IS," “WHERE IS” condition and "WITH ALL FAULTS" as of the date of this Agreement and the date of Close of Escrow. Except as expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by SELLER or by any officer, person, firm, agent or representative acting or purporting to act on behalf of SELLER as to the condition or repair of the Property or the value, expense of operation, or income potential thereof, or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. XXXXX further acknowledges and agrees that it has relied solely upon its own investigations of the Property and its own review of such information and documentation as it has deemed appropriate and is satisfied with the opportunity afforded for investigation. XXXXX is not relying upon any statement or representation by SELLER or by any officer, person, firm, agent or representative acting or purporting to act on behalf of SELLER unless such statement or representation is specifically embodied in this Agreement, or the Exhibits attached hereto. Except as expressly set forth herein, SELLER makes no representations or warranties as to whether the Property contains any Hazardous Materials or pertaining to the extent, location or nature of the same. Further, to the extent that SELLER has provided to BUYER information from any inspection, engineering or environmental reports concerning any Hazardous Materials, SELLER makes no representations or warranties with respect to the accuracy, completeness, methodology of preparation or otherwise concerning the contents of such reports. (b) BUYER expressly waives any rights or benefits available to it with respect to the foregoing release under any provision of applicable law which generally provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time the release is agreed to, which, if known to such creditor, would materially affect a settlement. By execution of this Agreement, BUYER acknowledges that it fully understands the foregoing, and with this understanding, nonetheless elects to and does assume all risk for claims known or unknown, described in this Section 9 without limiting the generality of the foregoing: The undersigned acknowledges that it has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED The undersigned, being aware of this Code section, hereby expressly waives any rights it may have thereunder, as well as under any other statutes or Common law principles of similar effect. Initials of BUYER: (c) The provisions of this Section 10 9 shall survive the Close of Escrow and shall be binding upon BUYER. (cd) SELLER shall assist and cooperate with BUYER in endeavoring to remove title exceptions unacceptable to BUYER, but SELLER shall have no obligation to cause such objections to be removed or to expend any sums in such endeavor, except that SELLER shall remove all monetary liens and encumbrances created by or as a result of SELLER’s activities.shall (e) SELLER covenants not to further encumber and not to place any further liens or encumbrances on the Property, including, but not limited to, covenants, conditions, restrictions, easements, liens, options to purchase, rights of first offer options to lease, leases, tenancies, or other possessory interests. (f) SELLER covenants not to authorize others to take any action that adversely affects the physical condition of the Property or its soils to any material extent.

Inspections and Review. (a) BUYER acknowledges and agrees that the Property is being conveyed in an "AS IS," “WHERE IS” condition and "WITH ALL FAULTS" as of the date of this Agreement and the date of Close of Escrow. Except as expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by SELLER or by any officer, person, firm, agent or representative acting or purporting to act on behalf of SELLER as to the condition or repair of the Property or the value, expense of operation, or income potential thereof, or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. XXXXX further acknowledges and agrees that it has relied solely upon its own investigations of the Property and its own review of such information and documentation as it has deemed appropriate and is satisfied with the opportunity afforded for investigation. XXXXX is not relying upon any statement or representation by SELLER or by any officer, person, firm, agent or representative acting or purporting to act on behalf of SELLER unless such statement or representation is specifically embodied in this Agreement, Agreement or the Exhibits attached hereto. Except as expressly set forth herein, SELLER makes no representations or warranties as to whether the Property contains any Hazardous Materials or pertaining to the extent, location or nature of the same. Further, to the extent that SELLER has provided to BUYER information from any inspection, engineering or environmental reports concerning any Hazardous Materials, SELLER makes no representations or warranties with respect to the accuracy, completeness, methodology of preparation or otherwise concerning the contents of such reports. (b) BUYER expressly waives any rights or benefits available to it with respect to the foregoing release under any provision of applicable law which generally provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time the release is agreed to, which, if known to such creditor, would materially affect a settlement. By execution of this Agreement, BUYER acknowledges that it fully understands the foregoing, and with this understanding, nonetheless elects to and does assume all risk for claims known or unknown, described in this Section 9 without limiting the generality of the foregoing: The undersigned acknowledges that it has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY, AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The undersigned, being aware of this Code section, hereby expressly waives any rights it may have thereunder, as well as under any other statutes or Common law principles of similar effect. Initials of BUYER: (c) The provisions of this Section 10 9 shall survive the Close of Escrow Escrow, and shall be binding upon BUYER. (cd) SELLER shall assist and cooperate with BUYER in endeavoring to remove title exceptions unacceptable to BUYER, but SELLER shall have no obligation to cause such objections to be removed or to expend any sums in such endeavor, except that SELLER shall remove all monetary liens and encumbrances created by or as a result of SELLER’s activities. (e) SELLER covenants not to further encumber and not to place any further liens or encumbrances on the Property, including, but not limited to, covenants, conditions, restrictions, easements, liens, options to purchase, rights of first offer options to lease, leases, tenancies, or other possessory interests. SELLER covenants not to authorize others to take any action that adversely affects the physical condition of the Property or its soils to any material extent.

Inspections and Review. (a) Prior to the Close of Escrow, DISTRICT shall permit BUYER acknowledges or its designee, their engineers, analysts, contractors and agrees that agents to conduct such physical inspections and testing of the Property is being conveyed as BUYER may wish to conduct. (b) Any such investigation work on the Property may be conducted by BUYER or its designee or their agents during any normal business hours upon notice to DISTRICT, which notice will include a general description of any investigation work or tests to be conducted on the Property. Upon DISTRICT’s request, BUYER will provide DISTRICT with copies of any of BUYER’s test results. BUYER shall pay for all costs and expenses associated with the conduct of all such investigations. To the extent that BUYER has provided DISTRICT with information relating to the condition of the Property, BUYER makes no representation or warranty with respect to the accuracy, completeness or methodology or content of such reports or information. (c) BUYER shall accept the delivery of possession of the Property (including but not limited to, subterranean structures and soil conditions), in an "AS IS," “"WHERE IS” condition " and "WITH ‘SUBJECT TO ALL FAULTS" as of the date of this Agreement and the date of Close of Escrowcondition. Except as expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by SELLER or by any officer, person, firm, agent or representative acting or purporting to act on behalf of SELLER as to the condition or repair of the Property or the value, expense of operation, or income potential thereof, or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. XXXXX further BUYER hereby acknowledges and agrees that it has relied solely upon its own investigations investigation of the Property and its own review of such information and documentation as it has deemed appropriate and is satisfied with the opportunity afforded for investigationdeems appropriate. XXXXX BUYER is not relying upon on any statement or representation by SELLER DISTRICT, any employee, official or by any officer, person, firm, agent or representative acting or purporting consultant of DISTRICT relating to act on behalf the condition of SELLER unless such statement or representation is specifically embodied in this Agreement, or the Exhibits attached heretoProperty. Except as expressly set forth herein, SELLER DISTRICT makes no representations or warranties as to whether the Property presently complies with environmental laws or whether the Property contains any Hazardous Materials or pertaining to the extent, location or nature of the samehazardous substance. FurtherFurthermore, to the extent that SELLER DISTRICT has provided BUYER with information relating to BUYER information from any inspectionthe condition of the Property, engineering or environmental reports concerning any Hazardous Materials, SELLER DISTRICT makes no representations representation or warranties warranty with respect to the accuracy, completeness, completeness or methodology of preparation or otherwise concerning the contents content of such reportsreports or information. (bd) As of the Close of Escrow, BUYER, on behalf of itself and its successors, waives and releases DISTRICT and its successors and assigns from any and all costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown , foreseen or unforeseen, arising from or relating to any of the following matters and conditions relating to the Property which exist as of the date of the applicable Close of Escrow: the physical condition of the Property or any above ground or underground improvements thereon, the condition of the soils, the suitability of the soils for the improvement of any proposed project, or any law or regulation applicable thereto. Notwithstanding the preceding, the foregoing released claims shall specifically exclude any claims or other matters based upon (i) breach of any of SELLER's representations and warranties set forth in this Agreement or based upon SELLER's intentional fraudulent acts or omissions; (ii) breach of any of SELLER's obligations specifically provided in this Agreement to be performed after the Close of Escrow; and (iii) any Hazardous Materials deposited or placed in, at or under the Property by Seller in violation of applicable environmental laws. (e) BUYER expressly waives any rights or benefits available to it with respect to the foregoing release under any provision of applicable law which generally provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time the release is agreed to, which, if known to such creditor, would materially affect a settlement. By execution of this Agreement, BUYER acknowledges that it fully understands the foregoing, and with this understanding, nonetheless elects to and does assume all risk for claims known or unknown, described in this Section 7 without limiting the generality of the foregoing: The undersigned acknowledges that it has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." The undersigned, being aware of this Code section, hereby expressly waives any rights it may have thereunder, as well as under any other statutes or Common law principles of similar effect. Initials of BUYER: (f) The provisions of this Section 10 7 shall survive the Close of Escrow Escrow, and shall be binding upon BUYER. (cg) SELLER DISTRICT shall assist and cooperate with BUYER in endeavoring to remove title exceptions unacceptable to BUYER, but SELLER DISTRICT shall have no obligation to cause such objections to be removed or to expend any sums in such endeavor, except that SELLER DISTRICT shall remove all monetary liens and encumbrances created by or as a result of SELLERDISTRICT’s activities. (eh) SELLER DISTRICT covenants not to further encumber and not to place any further liens or encumbrances on the Property, including, but not limited to, covenants, conditions, restrictions, easements, liens, options to purchase, rights of first offer offer, options to lease, leases, tenancies, or other possessory interests. (i) DISTRICT also covenants not to authorize others to take any action that adversely affects the physical condition of the Property or its soils to any material extent.