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7. Closing Costs. Buyer shall pay all escrow fees, all governmental transfer taxes and
<br />conveyance fees, all recording fees and the cost of any policy of title insurance Buyer elects to purchase.
<br />8. Prorations. Property taxes shall be prorated as of the Close of Escrow. Any bond or
<br />assessment that constitutes a lien on the Property at the Close of Escrow shall be assumed by Buyer.
<br />9. Buyer's Conditions to Closing. The Close of Escrow and Buyer's obligation to purchase the
<br />Property are conditioned upon satisfaction (or Buyer's waiver, exercisable in Buyer's sole discretion) of
<br />each of the following: (i) the performance by Seller of each obligation to be performed by Seller under
<br />this Agreement within the applicable time period; (ii) Seller's representations and warranties contained
<br />in this Agreement being true and correct as of the Effective Date and the Close of Escrow; (iii) the
<br />commitment by Title Company to issue and deliver a title policy in the form reasonably required by
<br />Buyer; and (iv) Buyer's approval and execution of the Closing Statement.
<br />Should any condition to closing fail to occur, excepting any such conditions that have been
<br />waived by Buyer, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the
<br />escrow and terminate this Agreement.
<br />10. AS-IS Purchase. By execution of this Agreement, Buyer acknowledges and agrees that:
<br />(A) Buyer has had an opportunity to investigate, inspect and examine the condition of the Property,
<br />including without limitation: (i) the physical condition of the Property, including but not limited to,
<br />inspection and examination of soils, environmental factors, and Hazardous Materials (as defined in
<br />Section 10.1); (ii) the effect of any zoning, maps, permits, reports, engineering data, regulations,
<br />ordinances, and laws affecting the Property; and (iii) the feasibility of the Property for Buyer's intended
<br />use; (B) Buyer has made such investigations of the Property as Buyer has deemed necessary; (C) Buyer
<br />hereby agrees to purchase the Property in its "AS IS, WHERE-IS WITH ALL FAULTS" condition as of
<br />the Closing Date; and (D) the Property shall be conveyed with no representation or warranty, express or
<br />implied, of any kind, except as expressly stated in this Agreement.
<br />10.1 Definitions
<br />(a) Hazardous Material. As used in this Agreement, "Hazardous Material" means any
<br />chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed
<br />in, or otherwise classified pursuant to any Environmental Laws (defined below) as a "hazardous
<br />substance", "hazardous material", "hazardous waste", "extremely hazardous waste", infectious waste",
<br />toxic substance", toxic pollutant", or any other formulation intended to define, list or classify substances
<br />by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or
<br />toxicity. The term "hazardous material" shall also include asbestos or asbestos-containing materials,
<br />radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-
<br />products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural
<br />gas, or synthetic gas usable as fuel, perchlorate, and methyl tert butyl ether, whether or not defined as a
<br />hazardous waste or hazardous substance in the Environmental Laws.
<br />(b) Environmental Laws. As used in this Agreement, "Environmental Laws" means any
<br />and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents,
<br />judgments, governmental authorizations or directives, or any other requirements of governmental
<br />authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating
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