As to Seller. Seller shall deliver or shall cause to be delivered to Buyer, in each case duly executed by Seller:
As to Seller. The right of Seller to be indemnified under this Section 12 shall survive until the first anniversary of the Closing Date.
As to Seller. Effective upon the Closing, in consideration Seller’s receipt of payment of the Purchase Price, as reduced by the Operator’s Interest as provided hereinabove, and the receipt by Operator of the Units in lieu of the Operator’s Interest, and upon the discharge of the Construction Loan as contemplated by 16.3 of the Operating Lease, Seller’s obligation to Operator under Section 16.5 of the Operating Lease shall be discharged and deemed satisfied, and Seller shall not be obliged under the Operating Lease to pay to Operator any portion of the Purchase Price pursuant to such agreement. Effective upon Closing, the Operator shall be deemed to have unconditionally and irrevocably waived, released, acquitted, and forever discharged the Seller Group and/or its and their current and former affiliates and related business entities, agents, partners, employees, officers, directors, successors, assigns, attorneys, insurers, and representatives of every kind whatsoever, of and from any and all claims, demands, damages, actions, causes of action, debts, costs, loss of services, expenses, compensation, liabilities, or controversies of any kind whatsoever, whether known or unknown, latent, patent, non-existent at the present time and that may arise in the future or are unanticipated at this time that Operator has had, now has, or may have against the Seller Group, for any claims, whether known or unknown, which relate in any way to any alleged act, event, transaction, agreement, omission, fraud, misrepresentation, non-disclosure, breach of warranty (express or implied, oral or written), breach of contract (express or implied, oral or written), negligence, gross negligence, reckless, willful, or intentional conduct arising out of, in connection with, or in any way (directly or indirectly) related to, the Property. Such waiver and release includes, but is not limited to, a waiver and release of express warranties, implied warranties, warranties of fitness for a particular use, claims of every type and kind, including, but not limited to, claims regarding defects that were not or are not discoverable, product liability claims, product type liability claims, any rights and claims relating to or attributable to environmental conditions, and all other extant or later created or conceived of strict liability or strict liability type claims or rights. The waiver and release in this Section shall survive the Closing and remain in effect indefinitely thereafter.
As to Seller. In witness whereof, we hereunto set our hand and seal, at , in the County of , State of , this day of , 20 . Seller Seller Witness #1 Witness #2 (Notary may be a witness) State of California ) ) ss: County of San Diego ) Before me, a Notary Public in and for said County, personally appeared the above named who acknowledged and declared that he did sign and seal the foregoing instrument and that the same is his free act and deed. In testimony whereof, I have hereunto set my hand and official seal, at , in the County of , State of , this day of , 20 . Notary Public
As to Seller. Seller represents and warrants to Purchaser as follows:
As to Seller. Xxxxxxx X. Xxxxxxxx, Chairman of the Board of Trustees USP Real Estate Investment Trust 000 Xxxxxxx Xxxxx XX, #000 Xxxxx Xxxxxx, XX 00000 Fax: 319/000-0000 With a copy to: Xxxxxxx Xxxxx Xxxxxx & Whitney LLP Pillsbury Center South 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Fax Number: (000) 000-0000 As to Purchaser: AEGON USA Realty Advisors, Inc. 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxxx XxXxxx Fax Number (000) 000-0000 Any notice, demand or request which shall be given in the manner aforesaid shall be deemed sufficiently given for all purposes hereunder (1) at the time such notices, demands or requests are hand-delivered (which shall be deemed to include delivery by express mail or courier service or transmission by telefax facsimile) or (2) the day such notices, demands or requests are posted, postage prepaid, in the United States Mail in accordance with the preceding portion of this paragraph, provided however, time for response to any such notice shall commence upon receipt at the address specified. Notice by telefax transmission shall be given on a non-banking holiday weekday between the hours of 9:00 a.m. to 5:00 p.m. (at the destination) or shall be deemed received on the next such day and time.
As to Seller. Failure of Buyer to meet the financial obligations set forth herein or failure to otherwise comply with the terms of this agreement. In the event of a default, the aggrieved party shall provide written notice of said default, calling for a 30 day period in which to cure said default. The parties agree that during the period of exclusivity of the agreement, should the Buyer terminate this agreement without cause, the Buyer shall be barred from using the name "Ameri Strip".
As to Seller. Seller hereby makes the following representations and warranties to Buyer as of the date of this Agreement and as of the Closing Date:
