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incorporated herein by reference. Effective at recordation of such deed, Seller hereby grants
<br />Buyer physical and legal possession of the Conveyed Property,
<br />4. Easement in Favor of Seller. Seller will reserve within the grant deed a
<br />perpetual easement and right-of-way within a portion of the Conveyed Property to access,
<br />inspect, maintain, and replace, if necessary, the retaining wall situated north of the Conveyed
<br />Property as appearing on Exhibit C as the "Rock Wall," City shall have no obligation to repair
<br />or replace any improvements within the easement area that either currently exist or may
<br />thereafter be constructed.
<br />S. Transfer Costs. Seller shall pay the cost of all documentary transfer fees and
<br />recording fees, as may be applicable, and all other costs and expenses incurred related to the sale
<br />of the Conveyed Property to Buyer.
<br />6. As -Is Condition of Conveyed Property. Buyer acknowledges that Buyer is
<br />purchasing the Conveyed Property with fall knowledge of its condition and that no
<br />representations or warranties of any kind whatsoever, express or implied, have been made by
<br />Seller. Buyer further agrees to purchase the Conveyed Property in "AS -IS" condition with any
<br />and all faults.
<br />7. No Warranties. Buyer acknowledges and agrees that except for the express
<br />representations, warranties and covenants of Seller set forth in this Agreement, Seller has not
<br />made, does not make, and specifically disclaims any and all representations, warranties,
<br />promises, covenants, agreements, or guaranties of any kind or character whatsoever, whether
<br />express or implied, oral or written, past, present, or future, of, as to, concerning or with respect to
<br />the Conveyed Property, including, but not limited to: (a) the nature, quality, or condition of the
<br />Conveyed Property; (b) any income to be derived from the Conveyed Property; (c) the suitability
<br />of the Conveyed Property for any and all activities and uses which Buyer may conduct thereon;
<br />(d) the compliance of or by the Conveyed Property or its operation with any laws, rules,
<br />ordinances or regulations of any applicable governmental authority or body, including, but not
<br />limited to, any state or federal environmental law, rule or regulation; (e) the habitability,
<br />merchantability, or fitness of the Conveyed Property for a particular purpose; or (f) any other
<br />matter with respect to the Conveyed Property, Notwithstanding anything herein to the contrary,
<br />Seller is conveying the Conveyed Property to Buyer "as is, where is", and with all faults and
<br />specifically and expressly without any warranties, representations, or guarantees, either express
<br />or implied, of any kind, nature, or type whatsoever from or on behalf of the Seller, except for the
<br />representations, warranties and covenants of Seller set forth in this agreement.
<br />8. Taxes. Seller, as a government agency, has not been subject to real property tax
<br />assessment on the Conveyed Property. Transfer of title to Buyer by grant deed will subject the
<br />Conveyed Property to an assessment from the Orange County Office of the Assessor and shall be
<br />the sole obligation of the Buyer henceforth.
<br />9. Assignment. Buyer and Seller agree that this Agreement shall be binding upon
<br />their respective heirs, executors, administrators, successors or assigns.
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