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<br />Shopping Center, and supersedes all prior and contemporaneous negotiations,
<br />understandings and agreements, written or oral, between the part ies hereto.
<br />14. Assignment. County shall have no right to assign the Option without the prior
<br />express written approval of Landlord, which approval may be grantee or denied by
<br />Landlord in its sole and absolute discretion.
<br />15.Time of the Essence. The parties agree that time is of the essence with respect to
<br />the performance of all obligations, the exercise of the Option and all other time or
<br />deadline related matters herein.
<br />16. Memorandum of Agreement. Landlord agrees that, at the request of County,
<br />Landlord will promptly execute and deliver a memorandum of the Option in recordable
<br />form sufficient to provide record notice of the Option, and County shall be entitled to
<br />record such memorandum in the Orange County Register of Deeds, at County's sole
<br />cost and expense. If County makes such a request to Landlord, County will, at that
<br />time, deliver to Landlord's counsel, to be held in escrow by such counsel, an
<br />executed Release, in form satisfactory for recordation in the Orange County Register
<br />of Deeds, releasing such memorandum from record in the event that County
<br />fails to timely exercise the Option or the Option otherwise terminates. Landlord's
<br />counsel may release the escrowed Release document, or record it in the Orange
<br />County Register of Deeds, in the event of such termination or non - exercise.
<br />17. Easements. At Closing, Landlord may, subject to the review and approval of the
<br />County which approval shall not be unreasonably withheld, reserve easements for
<br />ingress and egress over the Shopping Center , to provide access by pedestrian
<br />and vehicular traffic over all drive aisles, entrances, exits, and curb cuts, and for
<br />installation and operation of utilities over the Shopping Center at locations reasonably
<br />acceptable to the owner of the Shopping Center, for the benefit of Landlord's one acre
<br />retained parcel, as shown on Exhibit A attached hereto.
<br />18. Disclaimer. County acknowledges and agrees that Landlord has not made, does
<br />not make, and will not make, and specifically negates and disclaims, any
<br />representations, warranties (other than the warranty of title as set out in the Deed),
<br />promises, covenants, agreements or guaranties of any kind or character whatsoever,
<br />whether express or implied, oral or written, past, present, or future, of, as to,
<br />concerning or with respect to (a) the value, nature, quality or condition of the
<br />Shopping Center, including, without limitation, the water, soil and geology, (b) the
<br />income to be derived from the Shopping Center, (c) the suitability of the Shopping
<br />Center for any and all activities and uses which County may conduct thereon, (d) the
<br />compliance of or by the Shopping Center or its operation with any laws, rules,
<br />ordinances or regulations of any applicable governmental authority or body,
<br />(e) the habitability, merchantability, marketability, profitability or fitness for a
<br />particular purpose of the Shopping Center, (f) the manner or quality of the
<br />construction or materials, if any, incorporated Into the Shopping Center, (g) the manner,
<br />quality, state of repair or lack of repair of the Shopping Center, or (h) any other
<br />matter with respect to the Shopping Center, and specifically, that Landlord has
<br />not made, does not make and specifically disclaims any representations regarding
<br />compliance with any environmental protection, pollution or • land use laws,
<br />rules, regulations, orders or requirements, Including the existence in or on the
<br />property of hazardous materials (as defined below). County further acknowledges
<br />and agrees that having been given the opportunity to inspect the Shopping Center,
<br />County is and will be relying solely on its own investigation of the Shopping Center
<br />and not on any information provided or to be provided by Landlord and at the Closing
<br />agrees to accept the Shopping Center and waive all objections or claims against
<br />Landlord (including, but not limited to, any right or claim of contribution)
<br />arising from or related to the property or to any hazardous materials on the Shopping
<br />Center. Landlord is not liable or bound in any manner by any verbal or written
<br />statements, representations or information pertaining to the property, or the
<br />operation thereof, furnished by any real estate broker, agent, employee, servant or
<br />other person. County further acknowledges and agrees that to the maximum extent
<br />permitted by law, the sale of the Shopping Center as provided for herein is made on an
<br />"as is" condition and basis with all faults.
<br />19. Landlord represents and warrants, as of the date of this Lease Agreement, that it
<br />has not granted any other entity an option to purchase the Shopping Center other
<br />than County, nor has Landlord entered into a purchase agreement or any other
<br />agreement or arrangement whatsoever that would prohibit Landlord from selling the
<br />Shopping Center to County.
<br />20. If County
<br />exercise the Option,
<br />then Landlord
<br />shall obtain any and all required
<br />regulatory approvals and permits (including
<br />but not limited to special use permits,
<br />modifications
<br />of existing special
<br />use permits,
<br />subdivision approval and zoning
<br />approval) from
<br />the applicable
<br />authority prior
<br />to the Closing in order to
<br />effectuate the
<br />sale contemplated
<br />by the Option
<br />and in order to legally subdivide
<br />LEASE MODIFICATION -
<br />HILLSBOROUGH COMMONS
<br />ORANGE COUNTY
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