|
on the Properties from and after the Effective Date. Should City or any other City- �
<br /> Related Party be named as a defendant in any suit brought against City or any City-
<br /> Related Party in connection with or arising out of any Claim referred to in the
<br /> immediately preceding sentence, County shall pay to City its reasonable costs and
<br /> expenses incurred in such suit, including without limitation, its reasonable attorneys'
<br /> fees.
<br /> 5. Citv's Renresentations and Warranties. City hereby represents and
<br /> warrant to County that, as of the Effective Date, City has delivered to County true,
<br /> correct and complete copies of the Option Agreements, the Option Agreements have not
<br /> been modified or amended, and to the actual knowledge of City, no breach or default on
<br /> the part of City, as the Optionee, or the Owners has occurred under the Option
<br /> Agreements. As provided in the Option Agreements, City shall immediately deliver to
<br /> Owners under the Option Agreements a written notice of this Assignment.
<br /> 6. "As-Is" Purchase. County acknowledges that if it elects to exercise the •
<br /> purchase options granted pursuant to the Option Agreements and to purchase some or all
<br /> of the Properties, such purchase shall be on an "as is with all faults" basis as set forth in
<br /> the Option Agreements. All representations and warranties relating to the Option
<br /> Agreements that have been made by City to the County are set forth in this Assignment,
<br /> are made as of the Effective Date, and shall not survive the Effective Date. County
<br /> specifically acknowledges and agrees that except for the express warranties and
<br /> representations by City set forth in Section 5 above, County is not relying on any
<br /> warranties or representations of any kind whatsoever, express or implied, from City or �
<br /> any City-Related Party as to any matters concerning the Properties, including, without
<br /> limitation: (i) the quality, nature, adequacy, and physical condition of soils, geology, and
<br /> any groundwater, including the presence of fill or the adequacy of soils compaction or the
<br /> possibility or extent of any subsidence; (ii) the size, square footage, acreage or
<br /> boundaries of the Properties or any buildings or other improvements on the Properties;
<br /> (iii) the existence, nature or adequacy of access, ingress and egress to the Properties;
<br /> (iv) the existence, nature or adequacy of utilities serving the Properties, including without •
<br /> limitation water, sewer, electric, gas, phone and cable service; (v) the nature, adequacy
<br /> and quality of drainage on the Properties, including the occurrence of any flooding, and
<br /> the presence or adequacy of any sloughs or levees; (vi) the condition, square footage,
<br /> size, or adequacy of any improvements on the Properties; (vii) the present or future
<br /> zoning or other legal status of the Properties or any other private restrictions on use of the
<br /> Properties; (viii) the compliance of the Properties or County's proposed project to be
<br /> constructed on the Properties with any applicable codes, regulations, statutes, ordinances,
<br /> or laws (including the California Environmental Quality Act), or any covenants,
<br /> conditions and restrictions of any governmental or quasi-governmental entity or of any
<br /> other person or entity; (ix) the development potential of the Properties, or the Properties'
<br /> use, habitability, merchantability or fitness, or the suitability, value or adequacy of the
<br /> Properties for any purpose; (x) the presence of Hazardous Materials, on, under or about
<br /> the Properties, or adjoining or neighboring property; (xi) the manner, quality or adequacy
<br /> of existing construction, site or grading work on the Properties or any construction
<br /> materials; (xi) the condition of title to the Properties; and (xii) the economics of the �
<br /> acquisition, redevelopment, improvement, and operation of the Properties, including
<br /> Exhibit
<br />
|