Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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(d) Such additional information as may be reasonably requested by City that is directly relevant to City's acquisition of the Levee Assets. Section 4.2 City Inspection Rights. SCOA shall be solely responsible for preparing (or causing to be prepared) any surveys and other material related to the Levee Assets as reasonably necessary to facilitate Title Company's issuance of the Owner's Policy of Title Insurance and consummate this transaction ("Due Diligence Material"). The City may conduct due diligence until Closing. (a) Upon at least 48 hours' prior notice to SCOA, City shall have reasonable access to the Levee Assets during normal business hours to inspect and confirm the integrity, condition, location and character of the Levee Improvements. Such notice shall describe the scope of the due diligence investigations City intends to conduct during City access to the Levee Improvements, and any other licensees or agents of the City that will require access to the Property for the City to undertake its due diligence investigation activities. Seller shall have the right to have a representative present during any visits to or inspections of the Levee Improvements by City or any City licensees. City will conduct its due diligence in a manner which minimizes disruption to Seller's or its or their tenants' normal operations on the Property or to construction and installation of the Levee Improvements. (b) ' Seller hereby acknowledges and agrees that any and all inspections, evaluations, or tests performed by or for City as part of City's due diligence investigations, if any, are done so 'solely for benefit of City. Seller shall not be entitled to rely on any inspections, evaluations, or tests undertaken by or for City, and SCOA shall not be relieved of its obligations under the Master Agreement to perform the work of constructing the Levee Improvements according to the Final Construction Documents, nor relieved of any guaranty, warranty, or other obligation, as a result of any inspections, evaluations, or tests performed by City. ARTICLE V REPRESENTATIONS AND WARRANTIES Section 5.1 Seller. The representations and warranties of each Seller in this Article and in each Seller's Closing Certificate(s) (as defined in Section 5.1.f) are a material inducement for City to enter into this Agreement. As used in this Article, the phrase "Seller's knowledge" or words of similar import shall mean actual knowledge of Ajit Pareenja (on behalf of Met Life, and with respect to Met Life only), Andrew Cressman (on behalf of HCP, and with respect to HCP only), and Ajit Pareenja and Andrew Cressman (on behalf of SCOA, and with respect to SCOA only) on the date such representations and warranties are made. Each of Met Life, HCP and SCOA, as expressly set forth below, represents and warrants to City as of the date of this Agreement as follows: (a) Each Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated herein in the execution, delivery and performance of this Agreement. OAK #4819-4834-1908 v20 Exhibit C Page 6