|
vucuaiyn cnveuzpe its.yt,rr itoo•n ct,.0 4i co-owo-Dr JJJMOIIJDLIC
<br /> 11. Prorations and Adjustments.
<br /> 11.1 Taxes.Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing,based upon the latest
<br /> tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior
<br /> to the Closing Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill.
<br /> 11.2 Insurance WARNING.Any insurance which Seller may have maintained will terminate on the Closing.Buyer is advised to obtain appropriate insurance to
<br /> cover the Property.
<br /> 11.3 Rentals,interest and Expenses. Scheduled rentals,interest on Existing Notes,utilities,and operating expenses shall be prorated as of the date of Closing.
<br /> The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing.
<br /> 11.4 Security Deposit.Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.
<br /> 11.5 Post Closing Matters. Any item lobe prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by
<br /> appropriate cash payment outside of the Escrow when the amount due is determined.
<br /> 11.6 Variations in Existing Note Balances.in the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s),and in the event that a
<br /> Beneficiary Statement as to the applicable Existing Nole(s)discloses that the unpaid principal balance of such Existing Note(s)at the closing wit)be more or less than
<br /> the amount set forth in paragraph 3.1(c)hereof"Exhting Note Variation"),then the Purchase Money Note(s)shall be reduced or increased by an amount equal to
<br /> such Existing Note Variation. If there is to beau Purchase Money Note the cash required at the Closing per paragraph 3.1(a)shall be reduced or increased by the
<br /> amount of such Existing Note Vananon.
<br /> 11.7 Variations in New Loan Balance.In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth in
<br /> paragraph 5.1,then the amount of the Purchase Money Note,if any,shall be reduced by the amount of such excess.
<br /> , ,.
<br /> 12. Representations and Warranties of Seller and Disclaimers.
<br /> 12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years,and any lawsuit or action based upon them
<br /> must be commenced within such time period. Seller's warranties and representations are truematerial and relied upon by Buyer and Brokers in all respects.Seller
<br /> hereby makes the following warranties and representations to Buyer and Brokers:
<br /> (a) Authority of Seller. Seller is the owner of the Property and/or has the full right,power and authority to sell,convey and transfer the Property to Buyer
<br /> as provided herein,and to perform Seller's obligations hereunder
<br /> (b) Maintenance During Escrow and Equipment Condition At Closing.Except as otherwise provided in paragraph 9.1(n)hereof.Seller shall maintain the
<br /> Property until the Closing in its present condition,ordinary wear and tear excepted.
<br /> (ci Hazardous Substances/Storage Tanks.Seller has no knowledge except as otherwise disclosed to Buyer in writing,of the existence or prior existence
<br /> on the Property of any Hazardous Substance nor of the existence or prior existence of any above or below ground storage tank.
<br /> (d) Compliance Seller has no knowledge of any aspect or condition of the Property which violates applicable laws,rules,regulations,codes or
<br /> covenants,conditions or restrictions,or of improvements or alterations made to the Property without a permit where one was required,or of any unfulfilled order or
<br /> directive of any applicable governmental agency or casualty insurance company requiring any investigation,remediation,repair,maintenance or improvement be
<br /> performed on the Property.
<br /> le) Changes in Agreements. Prior to the Closing,Seller witi not violate or modify any Existing Lease or Other Agreement.or create any new leases or
<br /> other agreements affecting the Property,without Buyer's written approval,which approval will not be unreasonably withheld.
<br /> (f) Possessory Rights.Seller has no knowledge that anyone will,at the Closing,have any right to possession of the Property,except as disclosed by this
<br /> Agreement or otherwise in writing to Buyer.
<br /> (gi Mechanics'Liens.There are no unsatisfied mechanics'ormalerialmens'lien rights concerning the Property.
<br /> (h) Actions,Suits or Proceedings. Seller has no knowledge of any actions,suits or proceedings pending or threatened before any commission,board,
<br /> bureau,agency,arbitrator,court or tribunal that would affect the Property or the right to occupy or utilize same.
<br /> (i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change(see paragraph 9.1101)affecting the Property that
<br /> becomes known to Seller prior to the Closing.
<br /> (j) No Tenant Bankruptcy Proceedings.Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency
<br /> proceeding.
<br /> (kI No Seller Bankruptcy Proceedings.Seller is not the subject of a bankruptcy,insolvency or probate proceeding.
<br /> (I) Personal Property. Seller has no knowledge that anyone will,at the Closing,have arty right to possession of any personal property included in the
<br /> Purchase Price nor knowledge of any liens or encumbrances affecting such personal property,except as disclosed by this Agreement or otherwise in writing to Buyer.
<br /> 12.2 Buyer hereby acknowledges that,except as otherwise staled in this Agreement,Buyer is purchasing the Property in its existing condition and will,by the
<br /> time called for herein,make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in,and its contemplated use of,the
<br /> Property. The Parties acknowledge that,except as otherwise stated in this Agreement,no representations,inducements,promises,agreements,assurances,oral or
<br /> written,concerning the Property,or any aspect of the occupational safety and health laws,Hazardous Substance laws,or any other act,ordinance or law,have been
<br /> made by either Party or Brokers,or relied upon by either Party hereto.
<br /> 12.3 In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing,and Buyer elects to purchase the Property
<br /> anyway then,and in that event,Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said representation or
<br /> warranty.
<br /> 12,4 Any environmental reports,soils reports,surveys,and other similar documents which were prepared by third party consultants and provided to Buyer by
<br /> Setter or Seller's representatives,have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency,accuracy,
<br /> completeness,and/or validity of said documents,all of which Buyer relies on at its own risk.Seller believes said documents to be accurate,but Buyer is advised to
<br /> retain appropriate consultants to review said documents and investigate the Property.
<br /> 13. Possession.
<br /> Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Existing Leases.
<br /> 14. Buyer's Entry.
<br /> At any time during the Escrow period,Buyer,and its agents and representatives,shall have the right at reasonable times and subject to rights of tenants,to enter upon
<br /> the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted,however,without Seller's prior
<br /> approval which shall not be unreasonably withheld. Following any such entry or work,unless otherwise directed in writing by Seller,Buyer shall return the Property to
<br /> the condition it was,n prior to such entry or work,including the re.compaction or removal of any disrupted sailor material as Seller may reasonably direct. All such
<br /> inspections and tests and any other work conducted or materials furnished with respect to the Property be or for Buyer shall be paid for by Buyer as and when due
<br /> and Buyer shall indemnify,defend,protect and hold harmless Seller and the Property of and from any and all claims,liabilities,losses,expenses(including reasonable
<br /> attorneys fees),damages,including those for injury to person or property,arising out of or relating to any such work or materials or the acts or omissions of Buyer.its
<br /> agents or employees in connection therewith.
<br /> 15. Further Documents and Assurances.
<br /> The Parties shall each.diligently and in good faith,undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when
<br /> required by this Agreement. The Parties agree to provide all further information,and to execute and deliver all further documents,reasonably required by Escrow
<br /> Holder or the Title Company.
<br /> 16. Attorneys'Fees.
<br /> if any Party or Broker brings an action or proceeding(including arbitration,involving the Property whether founded in tort,contract or equity,or to declare rights
<br /> hereunder,the Prevailing Party(as hereafter defined)in any such proceeding,action,or appeal thereon,shall be entitled to reasonable attorneys'lees arid costs.Such
<br /> fees may be awarded in the same suit or recovered in a separate suit,whether or not such action or proceeding is pursued to decision or judgment. The term
<br /> "Prevailing Party"shall include,without limitation,a Party or Broker who substantially obtains or defeats the relief sought,as the case may be whether by
<br /> compromise.settlement,judgment,or the abandonment by the other Party or Broker of its claim or defense The attorneys fees award shall not be computed in
<br /> accordance with any court fee schedule,but shall be such as to fully reimburse ail attorneys'fees reasonably incurred.
<br /> 17. Prior Agreements/Amendments.
<br /> 17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.
<br /> 17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller.
<br /> c--os
<br /> 18. Broker's Rights. faijj-
<br /> f
<br /> ij ( Page 5of8
<br /> IN IALS Last Edited:10/31/2018 2:10 PM INITIALS
<br /> t�2017 AIR CRE. All Rights Reserved. OFA 20.00,Revised 01-03-2017
<br />
|