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_ _ �:�. . ��r� . . u.,�.. ,..�. � 2.4.2 Indemnity; Insurance. The activities of the Developer or its agents directly or indirectly related to the Developer's Due Diligence Investigations shall be subject to the Developer's indemnity, defense and hold harmless obligations under this Agreement. Prior to commencing any Due Diligence Investigations on the City Property, the Developer shall deliver copies of policies or original certificates of all Liability Insurance required to be delivered pursuant to Section 4.12. 2.4.3 Due Diligence Completion Notice. The Developer shall deliver a Due Diligence Completion Notice to the City and the Escrow Agent prior to the end of the Due Diligence Period. If the Developer does not unconditionally accept the condition of the City Property by delivery of its Due Diligence Completion Notice indicating such acceptance,prior to the end of the Due Diligence Period, the Developer shall be deemed to have rejected the condition of the City Property and refused to accept conveyance of title to the City Property. If the condition of the City Property is rejected or deemed rejected by the Developer, then the City or the Developer shall have the right to cancel the Escrow and terminate this Agreement, in their respective sole and absolute discretion, until such time (if ever) as the City receives the Due Diligence Completion Notice stating the Developer's unconditional acceptance of the condition of the City Property. Any termination of this Agreement and cancellation of the Escrow, pursuant to this Section 3, shall be without liability to the other Party or any other Person, and shall be accomplished by delivery of a written Notice of termination to the other Party and the Escrow Agent, in which case the Parties and the Escrow Agent shall proceed pursuant to Section 3.10. 2.4.4 No Representations or Warranties. Developer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the City Property, including, without limitation, investigations regarding geotechnical soil conditions, compliance with all Laws applicable to the development or use of the City Property by the Developer and any other matters relevant to the condition or suitability of the City Property for the development or operation of the Project, as the Developer may deem necessary or appropriate. The City makes no representation or warranty, express or implied, to the Developer relating to the condition of the City Property or,suitability of the City Property for any intended use or development by the Developer, except as expressly set forth in this Agreement. 2.4.5 Acceptance of City Property "AS-IS." The Developer shall accept all conditions of the City Property, without any liability of the City Parties whatsoever, (other than the obligation to pay for a portion of certain clean-up costs as specifically set forth in the Environmental Holdback Agreement (Exhibit K)) upon the Developer's unconditional acceptance of the condition of the City Property indicated in its Due Diligence Completion Notice. The Developer's delivery of its Due Diligence Completion Notice indicating the Developer's unconditional acceptance of the condition of the City Property shall evidence the Developer's unconditional and irrevocable acceptance of the City Property in the City Property's AS IS, WHERE IS, SUBJECT TO ALL FAULTS CONDTTION, WITHOUT WARRANTY AS TO QUALITY,CHARACTER,PERFORMANCE OR CONDITION and with full knowledge of the physical condition of the City Property, the nature of the City's interest in and use of the City Property, all Laws applicable to the City Property, the Permitted Exceptions and of any and all conditions, restrictions, encumbrances and all matters of record relating to the City Property. The Developer's delivery of its Due Diligence Completion Notice indicating the Developer's 19 2013.118/BLOCK 2 HUNTER STORM REV:07-26-13 PT