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City Draft <br /> G/28/13 <br /> 2.4.3 Due Diligence Completion Notice. The Devaloper shall deliver a Due <br /> Diligence Completion Notice to the City and the Escrow Agent prior to the end of the Due <br /> Diligence Period. If the Developer does not unconditionally accept the condition of the City <br /> Property by delivery of its Due Diligence Completion Notice indicating such acceptance,prior to <br /> the end of the Due Diligence Period, tlie Developer shall be deemed to have rejected the <br /> condition of the City Froperty and refused to accept conveyance of title to the City Property. If <br /> the condition of the City Property is rejected or deemed rejected by the Developer, then the City <br /> ar the Developer shall have the right ta cancel the Escrow and terminate this Agreement, in theu <br /> respective sole and absolute discretion, until such �ime (if ever) as the City receives the Due <br /> Diligence Completion Notice stating the Developer's unconditional acceptance of the condition <br /> of the City Froperty. Any termination of this Agreement and cancellatioz� of the Escrow, <br /> pursuant to this Section 3, shall be without liability to the other Party or any other Person, and <br /> shall be accomplished by delivery of a written Notice of termination �o the other Party and the <br /> Escrow Agent, in which case the Parties and t}xe Escrow Agent shall proceed pursuant to Section <br /> 3.10. <br /> 2,4.4 No R resentations or Warranties. Developer shall rely solely and <br /> exclusively upon the results of its Due Diligence Investigations of the City Property, including, <br /> without limitation, invesrigations regarding geotechnica� soil conditions, compliance with all <br /> Laws applicable to the development or use of the City Property by the Developer and any other <br /> rnatters relevant to the condirion or suitabiliry of the City Property for the development or <br /> operation of the Project, as the Developer may deem necessary ar appropriate. The City makes <br /> no representation or warranty, e�press or implied, to the Developer relating to the condition of <br /> the City Property or suitability of the City Property for any intended use or development by the <br /> Developer, except as expressly set forth in this Agreement. <br /> 2.4.5 Acc�ptance of Ci�v Property "AS-ZS." The Developer sha11 accept all <br /> conditions of the City Property, without any liabitity of the City Parties whatsoever, (other than <br /> as specifically set forth in the Er�vironmental Holdback Agreement (Exhibit K)) upon the <br /> Developer's unconditional acceptance of the condition of the City Property indicated in its Due <br /> Diligence Completion Notice. The Developer's delivery of its Due Diligence Completion Notice <br /> indicating the Develaper's unconditional acceptance of the condition of the City Property shall <br /> evidence the DeveIoper's unconditional and irrevocable accepta.r�ce of the City Property in the <br /> City Properry's AS IS, WHERE IS, SUBJECT TO ALL FAULTS CONDITION, WITHOUT <br /> WARRANTY AS TO QUALITY, CHARACTER, PERFORMANCE OR CONDITION and <br /> with full knowledge of the physical condi�tion of the City Property, the nature of the City's <br /> interest in and use of the City Property, all Laws applicable to the City Property, the Pertnitted <br /> Exceptions and of any and all conditions, restrictions, encumbrances and all matters of record <br /> relating to the City Property. The Developer's delivery of its Due Diligence Completion Notice <br /> indicating the Developer's unconditional acceptance of the condition of the City Property sha�l <br /> constitute the Developer's representation and warranty to the City that the Developer has <br /> received assurances acceptable to the Developer by means independent of the Ciiy or any agent <br /> of the City of the truth of all facts material to the Developer's acquisition of the City Property <br /> pursuant to this Agreement, and that the City Property is being acquired by the Developer as a <br /> result of its own knowledge, inspection and investigation of th� City Property and not as a result <br /> of any representation(s) made by the City or any employee, officia�, consultant or agent of the <br /> City relatit�g to the condi�ian of the City Property, unless such staternent or representation is <br /> 82483.OUD0417571312.10 19 <br />