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feasibility studies, environmental studies and other physical examinations of the Property;
<br />provided that Buyer shall not be entitled to interfere with the activities of Seller with respect to
<br />the Property. Prior to any such entry by Buyer on the Property, Buyer shall deliver a certificate
<br />of insurance to Seller indicating that Buyer maintains general liability insurance coverage in the
<br />amount of not less than ONE MILLION DOLLARS ($1,000,000) with Seller reflected as an
<br />additional insured. Buyer shall comply with all applicable laws and governmental regulations in
<br />performing activities on the Property. Buyer shall indemnify, defend and hold Seller and the
<br />Property free and harmless from all loss, damage or liability (including without limitation
<br />reasonable attorneys' fees and costs of litigation) arising from the negligence or willful
<br />misconduct of Buyer, its agents and employees, on the Property, and from all mechanics',
<br />mateiialmen's and other liens resulting from any such conduct; provided that the foregoing
<br />indemnity shall not apply to any loss, damage or liability (a) to the extent caused by the
<br />negligence or willfiil misconduct of Seller or its agents or representatives or (b) caused solely by
<br />the discovery by Buyer of a condition or substance (but not Buyer's deposit .of same on the
<br />Property) including without limitation diminution in value of the Property.
<br />5. Additional Agreements.
<br />5A Buyer's Investigation. Buyer shall be entitled to conduct such
<br />independent investigations as Buyer deems necessary or appropriate concerning (i) Buyer's
<br />proposed use, sale, development or suitability for development of the Property; (ii) the condition
<br />and all other attributes of the Property, including, without limitation all improvements located
<br />thereon; (iii) applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or
<br />requirements concerting the use, density, location or suitability of the Property or any existing or
<br />proposed development or condition thereof, including but not limited to zoning, subdivision and
<br />other regulations (collectively, the "Regulations "); (iv) the necessity or availability of any
<br />specific plan or general amendments, rezoning, zone variances, conditional use permits, building
<br />permits, environmental impact reports, subdivision maps, public reports issued by the California
<br />Bureau of Real Estate (`BRE ") and all other governmental permits, approvals or acts
<br />(collectively, the "Permits "); (v) the necessity and existence of all dedications, fees, charges,
<br />costs or assessments which may be imposed by any Governmental Authority in connection with
<br />the proposed development of the Property; (vi) the value of the Property; (vii) the availability or
<br />adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities serving
<br />the Property and (viii) the presence or adequacy of infrastructure or other improvements on, near
<br />or concerning the Property.
<br />5.2 Warranties.
<br />5.2.1 Seller's Warranties. In consideration of Buyer entering into this
<br />Agreement and as an inducement to Buyer to purchase the Property from Seller, Seller makes the
<br />following representations and warranties which shall be true and correct as of the Effective Date
<br />and the Close of Escrow and each of which is material and being relied upon by Buyer. For all
<br />purposes of this Agreement, including Seller's representations and warranties contained in this
<br />Section 5.2.1, the phrase "to the best of Seller's knowledge" shall mean the current actual
<br />knowledge of Seller. If prior to the Close of Escrow Buyer determines that any representation or
<br />warranty of Seller is untrue, inaccurate or incomplete in any material respect (and without
<br />waiving any of Buyer's rights or remedies hereunder at law or in equity with respect to any
<br />-S-
<br />25A -18
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