Common use of Continuation and Survival of Representations and Warranties, Etc Clause in Contracts

Continuation and Survival of Representations and Warranties, Etc. All representations and warranties by the respective Parties contained herein or made in writing pursuant to this Agreement are intended to and shall remain true and correct as of the time of Closing, shall be deemed to be material, and, together with all conditions, covenants and indemnities made by the respective Parties contained herein or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the terms of this Agreement), shall survive the execution and delivery of this Agreement and shall survive the Closing for a period of six (6) months after the Closing, or, to the extent the context requires, beyond any termination of this Agreement for a period of six (6) months. Any claim for breach of a representation and warranty given hereunder must be filed and served within such six (6) month period, or be deemed waived and released. Purchase and Sale Agreement Addendum II – Seller’s Representations and Warranties Page 4 of 4 1049448.7 SCHEDULE 0 XXXXX XXXXXXXXXXX DUE DILIGENCE MATERIALS  ALTA Survey o Preliminary ALTA/ACSM Land Title Survey prepared by American Surveying & Mapping dated September 11, 2015  CAM o 2017 Actual Recovery Schedules o 2018 Actual Recovery Schedules  Certificate of Occupancy  CC&Rs o Amended and Restated Declaration of Covenants Conditions and Restrictions and Grant of Reciprocal Easements dated April 25, 2018  Environmental o Phase I Environmental Site Assessment prepared by Partner Engineering and Science, Inc., dated September 11, 2015 o Phase I Environmental Site Assessment prepared by Partner Engineering and Science, Inc., dated October 20, 2011  Leases o Bad Ass Coffee of Hawaii . Lease dated December 5, 2018 o Blue Ocean Realty and Mortgage . Lease dated December 5, 2015 . First Amendment to Lease dated July 31, 2017 o Organic Fusion Teahouse dba Boba Tea Shop . Lease dated October 3, 2018 o Body Massage . Lease dated June 1, 2012 . Assignment of Lease dated November 1, 2012 . First Amendment to Lease dated August 28, 2012 Purchase and Sale Agreement Schedule 1 – Due Diligence Materials Page 1 of 3 1049448.7

Appears in 1 contract

Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)

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Continuation and Survival of Representations and Warranties, Etc. All representations and warranties by the respective Parties contained herein or made in writing pursuant to this Agreement are intended to and shall remain true and correct as of the time of Closing, shall be deemed to be material, and, together with all conditions, covenants and indemnities made by the respective Parties contained herein or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the terms of this Agreement), shall survive the execution and delivery of this Agreement and shall survive the Closing for a period of six (6) months after the Closing, or, to the extent the context requires, beyond any termination of this Agreement for a period of six (6) months. Any claim for breach of a representation and warranty given hereunder must be filed and served within such six (6) month period, or be deemed waived and released. Purchase and Sale Agreement Addendum II – Seller’s Representations and Warranties Page 4 of 4 1049448.7 941120.4 SCHEDULE 0 XXXXX XXXXXXXXXXX 1 TOPAZ - DAVITA DUE DILIGENCE MATERIALS ALTA Survey o Preliminary ALTA/ACSM Land Title Survey prepared by American Surveying & Mapping dated September 11, 2015 • Parcel Map o Parcel Map 19858 • CAM o 2017 Actual Recovery Schedules o 2018 Actual Recovery Schedules  Certificate of Occupancy • Certificate of Insurance-DaVita • CC&Rs o Amended and Restated Amendment to Declaration of Covenants Conditions and Restrictions and Grant dated as of Reciprocal Easements dated April 25, 2018 Environmental o Phase I Environmental Site Assessment prepared by Partner Engineering and Science, Inc., dated September 11, 2015 o Phase I Environmental Site Assessment prepared by Partner Engineering and Science, Inc., dated October 20, 2011 Leases o Bad Ass Coffee of Hawaii . Total Renal Care, Inc. dba DaVita § Freestanding Building Lease dated December 5June 25, 2007 § First Amendment to Freestanding Building Lease dated August 1, 2017 • Property Taxes o APN: 0000-000-00 for year July 1, 2017 to June 30, 2018 o Blue Ocean Realty San Bernardino County Tax Collector paid receipt dated March 26, 2018, $34,551.07. • Rent Roll o Rent Roll dated April 1, 2018 • Seismic Risk Assessment Report o Prepared by Partner Engineering and Mortgage . Lease Science, Inc., dated December 5September 11, 2015 . • Title o First Amendment to Lease American Title-Preliminary Report dated July January 31, 2017 o Organic Fusion Teahouse dba Boba Tea Shop . Lease dated October 3, 2018 o Body Massage . Lease dated June 1, 2012 . Assignment of Lease dated November 1, 2012 . First Amendment to Lease dated August 28, 2012 Purchase and Sale Agreement Schedule 1 – Due Diligence Materials Page 1 of 3 1049448.7941120.4 SCHEDULE 2

Appears in 1 contract

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Strategic Realty Trust, Inc.)

Continuation and Survival of Representations and Warranties, Etc. All representations and warranties by the respective Parties contained herein or made in writing pursuant to this Agreement are intended to and shall remain true and correct as of the time of Closing, shall be deemed to be material, and, together with all conditions, covenants and indemnities made by the respective Parties contained herein or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the terms of this Agreement), shall survive the execution and delivery of this Agreement and shall survive the Closing for a period of six (6) months after the Closing, or, to the extent the context requires, beyond any termination of this Agreement for a period of six (6) months. Any claim for breach of a representation and warranty given hereunder must be filed and served within such six (6) month period, or be deemed waived and released. Purchase and Sale Agreement Addendum II – Seller’s Representations and Warranties Page 4 of 4 1049448.7 936949.5 SCHEDULE 0 XXXXX XXXXXXXXXXX 1 TNP SRT PORTFOLIO II, LLC DUE DILIGENCE MATERIALS  ALTA Survey o Preliminary ALTA/ACSM Land Title Survey o ALTA/NSPS Land Title Survey prepared by American Surveying & Mapping National dated September 11October 9, 2015  2017 • Aged Receivables o A/R as of February 28, 2018 • CAM Recs o 2017 Actual CAM Recovery Schedules o 2018 Actual 2016 CAM Recovery Schedules  Certificate o 2015 CAM Recovery Schedules • Certificates of Occupancy  CC&Rs o Amended and Restated Declaration of Covenants Conditions and Restrictions and Grant of Reciprocal Easements dated April 25, 2018  Environmental o Phase I Environmental Site Assessment prepared by Partner Engineering and ScienceAEI Consultants dated August 16, Inc.2017 ◦ Limited Phase II Subsurface Investigation prepared by AEI Consultants dated Sept. 27, 2017 ◦ Asbestos Containing Materials O & M Program, prepared by AEI Consultants dated September 11Sept. 5, 2015 o 2017 ◦ Phase I Environmental Site Assessment prepared by Partner Engineering and Science, Inc., ASM dated October December 20, 2011 Leases o Bad Ass Coffee of Hawaii . Pantego Dentist dba A Smile Above § Lease dated December November 5, 2018 o Blue Ocean Realty and Mortgage . Lease 2014 § Form of Guaranty dated December November 5, 2015 . 2014 § First Amendment to Lease dated July 31March 4, 2015 § Second Amendment to Lease dated August 11, 2017 o Organic Fusion Teahouse dba Boba Tea Shop . § Third Amendment to Lease dated October December 12, 2017 § Landlord’s Waiver dated February 3, 2018 2015 § Notice of Lease Term dates dated November 17, 2014 o Body Massage . Family Dollar Stores of Texas, LLC § Lease Agreement dated June 11, 2008 § First Amendment to Lease Agreement dated December 30, 2009 § Second Amendment to Lease Agreement dated June 3, 2013 o Fort Worth Community Credit Union § Lease dated June 1April 2, 2012 . Assignment of Lease dated November 1, 2012 . 1998 § First Amendment to Lease dated August 28February 8, 2012 2001 § Second Amendment to Lease dated January 23, 2003 § Third Amendment to Lease dated January 18, 2005 Purchase and Sale Agreement Schedule 1 – Due Diligence Materials Page 936949.5 § Fourth Amendment to Lease dated March 1, 2007 § Fifth Amendment to Lease dated March 1, 2009 § Sixth Amendment to Lease dated July 28, 2001 § Seventh Amendment to Lease dated October 29, 2014 § Eighth Amendment to Lease dated December 13, 2016 § Ninth Amendment to Lease dated January 17, 2018 o Kroger Texas L.P. § Lease Agreement dated February 3, 1998 § Lease Modification Agreement No. 1 dated Xxxxxx 00, 0000 § Xxxxxxx Xxxxxx dated November 13, 2017 o Hong Xxxx dba Nail Salon § Lease dated August 4, 2010 § First Amendment to Lease dated December 22, 2015 o Xxxxx Xxxxxx Xxxxxxx dba Salon Ensenada § Shopping Center Lease dated May 27, 2011 § Lease Amendment No. 1 dated June 9, 2011 • Operating Statements ◦ Operating Statement as of 3 1049448.7December 31, 2015 ◦ Operating Statement as of December 31, 2016 ◦ Operating Statement as of December 31, 2017 ◦ Operating Statement as of February 28, 2018 • Property Taxes ◦ Account:00000870897-2017 Tax Statement ◦ Account:00000870897-2016 Tax Statement ◦ Account: 00000870897-2015 Tax Statement • Rent Roll ◦ Rent Roll dated April 2018 • Roof Report ◦ 2014 Roof Assessment Report prepared by KPost Company, dated September 26, 2014 ◦ Repairs completed by KPost Company • Service Contracts ◦ Excell Electric-Service Parking Light Inspections ◦ Landmark Protective Services-Security ◦ Prestonwood Landscape Services ◦ Site Services Group-Janitorial/Day xxxxxx • Tenant Sales • Title ◦ First American Title Insurance-Commitment dated August 2, 2017 • Warranty o Duro Last roof warranty effective date of June 2, 2008 • Zoning Purchase and Sale Agreement Schedule 1 – Due Diligence Materials 936949.5 ◦ Final Zoning Compliance Report prepared by Global Zoning dated August 22, 2017 Purchase and Sale Agreement Schedule 1 – Due Diligence Materials 936949.5 SCHEDULE 2

Appears in 1 contract

Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)

Continuation and Survival of Representations and Warranties, Etc. All representations and warranties by the respective Parties contained herein or made in writing pursuant to this Agreement are intended to and shall remain true and correct as of the time of Closing, shall be deemed to be material, and, together with all conditions, covenants and indemnities made by the respective Parties contained herein or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the terms of this Agreement), shall survive the execution and delivery of this Agreement and shall survive the Closing for a period of six (6) months after the Closing, or, to the extent the context requires, beyond any termination of this Agreement for a period of six (6) months. Any claim for breach of a representation and warranty given hereunder must be filed and served within such six (6) month period, or be deemed waived and released. Purchase and Sale Agreement Addendum II – Seller’s Representations and Warranties Page 4 5 of 4 1049448.7 5 963039.6 SCHEDULE 0 XXXXX XXXXXXXXXXX 1 FLORISSANT MARKETPLACE DUE DILIGENCE MATERIALS  ALTA Survey o Preliminary ALTA/ACSM NSPS Land Title Survey prepared by American Surveying & Mapping National dated September 11October 30, 2015 2017  CAM Recs (Cam, Insurance & Taxes) o 2017 Actual CAM Recovery Schedules o 2018 Actual 2016 CAM Recovery Schedules o 2015 CAM Recovery Schedules o 2014 CAM Recover Schedules Certificate Certificates of Occupancy  CC&Rs o Amended and Restated Declaration of Covenants Conditions Easement and Restrictions o Commerce Bank . Easement and Grant of Restriction Agreement dated November 15, 2002 o Wendy’s . Reciprocal Easements Easement Agreement dated April 25September 19, 2018 2002  Environmental o Phase I Environmental Site Assessment Report prepared by Partner Engineering and Science, Inc.NDDS, dated September 11June 6, 2015 2017 o Phase I Environmental Site Assessment prepared by Partner Engineering and Science, Inc.Gabion, dated October 20April 18, 2011 2012 o Department of the Army letter dated May 3, 2017 o Department of the Army letter dated August 15, 2016 o Department of the Army letter dated August 5, 2016 o Department of the Army letter dated January 15, 2016  Leases o Bad Ass Coffee Automobile Club of Hawaii Missouri dba AAA . Lease Agreement dated December 5October 29, 2018 o Blue Ocean Realty and Mortgage . Lease dated December 5, 2015 2007 . First Amendment to Lease dated July 31April 1, 2010 . Second Amendment to Lease dated December 12, 2017 o Organic Fusion Teahouse Bandana’s Missouri, L.L.C., dba Boba Tea Shop Bandana’s Bar‐B‐Q . Lease dated October 3, 2018 o Body Massage . Lease Agreement dated June 117, 2012 . Assignment of Lease dated November 1, 2012 2002 . First Amendment to Lease dated August 28November 6, 2012 . Lease Commencement Memorandum dated May 20, 2013 . Second Amendment to Leases dated April 18, 2017 . Assignment and Assumption Agreement dated July 1, 2003 . Consent letter from Schnucks dated January 8, 2018 o Buff Enterprises, L.L.C., dba Supplement Store . Retail Lease dated November 1, 2011 Purchase and Sale Agreement Schedule 1 – Due Diligence Materials Page 1 of 3 1049448.7963039.6 o SVS Vision . Lease dated August 4, 2003 . Amendment to Lease dated November 3, 2008 . Second Amendment to Lease dated April 1, 2012 . Third Amendment to Lease dated March 2, 2017 . Assignment and Assumption of Lease, Landlord’s Consent and Fourth Amendment to Lease dated April 30, 2018 . Sublease Agreement dated Xxxxx 0, 0000 . Xxxxxxxx dated April 4, 0000 x Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx, Inc, dba Weight Watchers . Retail Lease Agreement dated August 6, 2010 . Lease Commencement Acknowledgement dated October 5, 2010 . First Amendment to Lease dated November 30, 2015 . Ownership Change Letter dated May 21, 2012 . Letter dated September 27, 2016 . Letter dated November 6, 2012 . Property Management Change Letter dated August 16, 2013 o GSR Restaurants MO, LLC dba Wingstop . Lease dated August 5, 2002 . Commencement Agreement dated January 21, 2003 . First Amendment to Lease dated October 3, 2007 . Second Amendment to Lease and Assignment of Lease dated January 25, 2012 . Third Amendment to Lease dated August 4, 2016 . Consent letter from Schnucks dated January 8, 2018  Operating Statements o Operating Statement as of December 31, 2014 o Operating Statement as of December 31, 2015 o Operating Statement as of December 31, 2016 o Operating Statement as of December 31, 2017  Property Taxes o Locator No. 08K220204 for 2014 o Locator No. 08K220204 for 2015 o Locator No. 08K220204 for 2016 o Locator No. 08K220204 for 2017 o Locator No. 00X000000 for 2014 o Locator No. 00X000000 for 2015 o Locator No. 00X000000 for 2016 o Locator No. 00X000000 for 2017  Rent Roll Purchase and Sale Agreement Schedule 1 – Due Diligence Materials Page 3 of 4 963039.6

Appears in 1 contract

Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)

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Continuation and Survival of Representations and Warranties, Etc. All representations and warranties by the respective Parties contained herein or made in writing pursuant to this Agreement are intended to and shall remain true and correct as of the time of Closing, shall be deemed to be material, and, together with all conditions, covenants and indemnities made by the respective Parties contained herein or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the terms of this Agreement), shall survive the execution and delivery of this Agreement and shall survive the Closing for a period of six (6) months after the Closing, or, to the extent the context requires, beyond any termination of this Agreement for a period of six (6) months. Any claim for breach of a representation and warranty given hereunder must be filed and served within such six (6) month period, or be deemed waived and released. Purchase and Sale Agreement Addendum II – Seller’s Representations and Warranties Page 4 of 4 1049448.7 SCHEDULE 0 XXXXX XXXXXXXXXXX 1 SRT SECURED PINEHURST, LLC DUE DILIGENCE MATERIALS ALTA Survey o Preliminary ALTA/ACSM Land Title Survey prepared by American Surveying & and Mapping dated September 11October 21, 2015 • Aged Receivables o A/R as of ____ 2016 • All approvals, permits and licenses (copies are sufficient), if any, benefiting the Property [none in Seller’s possession, to Seller’s Actual Knowledge]. • CAM Recs o 2017 Actual 2015 CAM Recovery Schedules o 2018 Actual 2016 CAM Recovery Schedules  Certificate of Occupancy  Estimates • CC&Rs o Amended and Restated Declaration of Covenants Easements, Covenants, Conditions and Restrictions dated October 7, 2004 o First Amendment to Easements, Covenants, Conditions and Grant of Reciprocal Easements Restrictions dated April 25May 18, 2018  2007 o Exclusive Cooperation Agreement dated December 31, 2009 • Environmental o Phase I Environmental Site Assessment Report prepared by Partner Engineering and Science, Inc.NDDS, dated September 113, 2015 o Phase I Environmental Site Assessment Report prepared by Partner Engineering and ScienceAmerican Surveying & Mapping Inc. dated May 2, Inc.2011 ◦ Environmental Assessment prepared by EMG, dated October 2029, 2011  2007 • Leases o Bad Ass Coffee of Hawaii . LB4 dba Apricot Lane Boutique § Lease Agreement dated July 18, 2013 o Ashton Enterprises LLC § Lease Agreement dated December 521, 2018 o Blue Ocean Realty and Mortgage . Lease dated December 5, 2015 . 2010 § First Amendment to Lease dated October 2, 2014 o Xxxx Xxxx, L.L.C., dba Blue Apple Walk-in Chiropractic § Lease Agreement dated July 316, 2017 2016 § Guaranty dated July 6, 2016 o Organic Fusion Teahouse Xxxx Xxx Xxxxx, dba Boba Tea Shop . Classy Nails, Inc. § Lease Agreement dated October 3, 2018 o Body Massage . Lease dated June August 1, 2012 . Assignment of Lease dated November 1, 2012 . 2005 § First Amendment to Lease dated August 286, 2012 2010 § Second Amendment to Lease dated February 5, 2014 Purchase and Sale Agreement Schedule 1 – Due Diligence Materials Page § Assignment and Assumption of Lease and Landlord Consent dated July 1, 2008 § Guaranty dated August 1, 2005 o David’s Bridal § Lease dated July 7, 2006 o Xx. Xxxxx Xxxxxxxxx § Lease Agreement dated Xxxxxxxxx 00, 0000 § Xxxxxxxx dated September 29, 2005 § Landlord’s Lien Subordination Agreement dated April 19, 2006 § First Amendment to Lease dated August 10, 2010 § Second Amendment to Lease dated January 5, 2016 o Dress Barn § Lease Agreement dated August 31, 2006 § First Amendment to Lease dated July 14, 2016 § Form of Estoppel dated October 22, 2015 o Memory Makers LLC, dba Edible Arrangements § Lease dated January 23, 2013 § First Amendment to Lease dated January 24, 2014 o Five Guys Enterprises, LLC § Lease Agreement dated September 29, 2010 § Landlord’s Consent to Assignment of Lease dated September 29, 2010 o General Nutrition Corporation § Lease dated April 21, 2011 § First Amendment to Lease dated May 5, 2016 o Ichibann Cuisine Corporation § Lease Agreement dated November 17, 2010 § First Amendment to Lease dated ____, 2011 o Lacey’s Custon Jewelry LLC § Lease Agreement dated Xxxx 00, 0000 § Xxxxxxxx dated June 16, 0000 x Xxxx Xxxxxx #4571, LLC § Lease Agreement dated September 14, 2006 § Guarantee dated August 18, 2006 § First Amendment to Lease dated September 6, 2012 § Form of Estoppel dated October 15, 2015 o North Dakota Mattress Ventures, LLC, dba Mattress Firm § Lease Agreement dated July 15, 2014 § Guaranty dated July 15, 2014 § First Amendment to Lease dated September 15, 2014 Purchase and Sale Agreement Schedule 1 – Due Diligence Materials x Xxxxxxxx’x LLC § Lease dated April 10, 2013 § First Amendment to Lease dated November 19, 2015 § Guaranty dated November 19, 2015 o Northern Lights Physical Therapy § Lease Agreement dated July 14, 2009 § First Amendment to Lease dated September 3, 2014 § Guaranty (undated) o Old Navy, LLC § Shopping Center Lease dated June 29, 2006 § First Amendment to Shopping Center Lease dated November 30, 2006 § Settlement Agreement and Second Amendment to Shopping Center Lease dated August 27, 2014 § Third amendment to Shopping Center Lease dated June 1, 2016 § Option Notice letter dated November 21, 2011 § Use of Premises letter dated December 27, 2006 § Form of Estoppel dated October 15, 2015 o Pinehurst Subs dba Xxxxx Xxxxx Gourmet Sandwiches § Lease Agreement dated May 23, 2012 § Guaranty dated April 30, 2012 o Xxxxx Beauty Holdings, Inc. § Lease Agreement dated October 12, 2006 § First Amendment to Lease dated December 8, 2006 o Salt Cave Wellness Relaxation Center, LLC § Lease Agreement dated Xxxxxxx 00, 0000 § Xxxxxxxx dated January 6, 2014 o Shoe Carnival, Inc § Lease dated September 26, 2006 § First Amendment to Lease dated June 24, 2011 § Form of Estoppel dated October 21, 2015 o Xxxxxx Xxxxxx and Xxxxxx Xxxxxx dba BC Shoes/Naturalizer § Lease Agreement dated June 14, 2007 § First Amendment to Lease dated July 16, 2010 § Second Lease Amendment and Relocation Agreement dated July 2, 2012 § Third Amendment to Lease dated July 18, 2014 § Fourth Amendment to Lease dated September 15, 2014 § Guaranty (undated) o The TJX Companies, Inc. § Lease Agreement dated June 30, 2006 Purchase and Sale Agreement Schedule 1 – Due Diligence Materials § Shoe Carnival Consent letter dated October 11, 2006 § Option to Extend letter dated June 6, 2016 § Form of Estoppel dated October 20, 2015 o Weight Watchers North America, Inc. § Lease dated November 21, 2011 • Major remodeling or repair contracts for the prior 5 years and projected through 2017 –to Seller’s Actual Knowledge, none, other than 2010 seal coating of parking lot. • Operating Statements o Operating Statement as of December 31, 2013 o Operating Statement as of December 31, 2014 o Operating Statement as of December 31, 2015 o Operating Statement as of July 31, 2016 • Personal Property list – none, to Seller’s Actual Knowledge • Property Taxes o APN: 0000-000-000 – 2015 Burleigh County Real Estate Tax Statement o APN: 0000-000-000 – 2014 Burleigh County Real Estate Tax Statement o APN: 0000-000-000 – 2013 Burleigh County Real Estate Tax Statement • Rent Roll o Rent Roll dated September 1, 2016 • Site and all Building Plans, including mechanical and site utility locations. Note any changes/as-built documentation. • Tenant Sales o Tenant Sales Summary 2015, ytd 2016 • Title o Title Insurance Commitment prepared by First American Title Insurance Company dated September 11, 2015 • Copies of contracts/agreements for retention pond maintenance, service, maintenance, management and other contracts and agreements related to the operation and management of the Property, if any – Seller will provide copies per Services Contracts. Copies of roof warranties. Purchase and Sale Agreement Schedule 1 – Due Diligence Materials SCHEDULE 2 DESCRIPTION OF LAND Real property in the City of Bismark, County of Burleigh, State of North Dakota, described as follows: Xxx Xxxxx (0), Xxxxx Xxx (0), Xxxxxxxxx Xxxxxx Addition to the City of Bismarck, Burleigh County, North Dakota. Perpetual easement to construct, operate, maintain, repair and replace roads across Lot Five (5), Block One (1), Pinehurst Square Addition to the City of Bismarck, Burleigh County, North Dakota as depicted in Exhibit "B" of Easement Agreement dated October 6, 2004 and recorded October 8, 2004 at 12:17 PM as Document Number 626702; And to construct, operate and maintain Green Areas, over and across Lot Five (5), Block One (1), Pinehurst Square Addition to the City of Bismarck, Burleigh County, North Dakota, as depicted in Exhibit "B" of Easement Agreement dated October 6, 2004 and recorded October 8, 2004 at 12:17 PM as Document Number 626702; Together with appurtenant easements for access roads, utility facilities, detention, construction, self-help, public utilities and no barrier agreements, as contained in Easements, Covenants, Conditions and Restrictions, dated October 7, 2004 and filed for record October 8, 2004 as Document Number 626705, and re-recorded November 18, 2004 as Document Number 628680; - and as amended by the First Amendment to Easements, Covenants, Conditions and Restrictions, dated May 18, 2007 and filed for record July 24, 2007 as Document Number 675876. Purchase and Sale Agreement Schedule 2 – Description of Land SCHEDULE 3 1049448.7ASSUMED SERVICE CONTRACTS [To be determined during the Due Diligence Period] Purchase and Sale Agreement Schedule 3 – Assumed Service Contracts SCHEDULE 4 ENVIRONMENTAL REPORTS Phase I Environmental Site Assessment Report prepared by NDDS, dated September 3, 2015. Phase I Environmental Site Assessment Report prepared by American Surveying & Mapping Inc. dated May 2, 2011. Environmental Assessment prepared by EMG, dated October 29, 2007. Purchase and Sale Agreement Schedule 4 – Environmental Reports SCHEDULE 5 RENT ROLL Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll Purchase and Sale Agreement Schedule 5 – Rent Roll SCHEDULE 6 EXCEPTIONS TO SELLER REPRESENTATIONS AND WARRANTIES None. Purchase and Sale Agreement

Appears in 1 contract

Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)

Continuation and Survival of Representations and Warranties, Etc. All representations and warranties by the respective Parties parties contained herein or made in writing pursuant to this Agreement are intended to and shall remain true and correct as of the time of Closing, shall be deemed to be material, and, together with all conditions, covenants and indemnities made by the respective Parties parties contained herein or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the terms of this Agreement), shall survive the execution and delivery of this Agreement and shall survive the Closing for a period of six nine (69) months after the Closing, or, to the extent the context requires, beyond any termination of this Agreement for a period of six nine (69) months. Any claim for breach of a representation and warranty given hereunder must be filed and served within such six this nine (69) month period, or be deemed waived and released. Purchase and Sale Agreement Addendum II – Seller’s Representations and Warranties Page 4 of 4 1049448.7 SCHEDULE 0 XXXXX XXXXXXXXXXX DUE DILIGENCE MATERIALS  ALTA Survey o Preliminary ALTA/ACSM Land Title Survey prepared by American Surveying & Mapping dated September 11, 2015  CAM o 2017 Actual Recovery Schedules o 2018 Actual Recovery Schedules  1 Certificates • Certificate of Occupancy  CC&Rs o Amended and Restated Declaration • Elevator Permit CAM Recovery • Billing Report – 2011 • Calc Schedule – 2011 • Cost Detail – 2011 • Cost Summary – 2011 • Recovery Computation – 2011 Financial Statements • Accounts Receivable as of Covenants Conditions and Restrictions and Grant of Reciprocal Easements dated April 25January 31, 2018  Environmental o Phase I Environmental Site Assessment prepared by Partner Engineering and Science2013 • Operating Statements for CY2010, CY2011, CY2012, YTD Oct 31, 2012 Floor Plans • Floor Plans Leases • Alliant Insurance Services, Inc., Office Space Lease, dated September 11August 29, 2015 o Phase I Environmental Site Assessment prepared by Partner Engineering and Science2008 • Addendum to Lease, dated August 29, 2008 • Guaranty of Lease dated August 29, 2008 • Comdata Network, Inc., Lease, dated February 7, 2007 • Addendum to Lease, dated February 7, 2007 • First Amendment to Lease, dated October 203, 2011  Leases o Bad Ass Coffee • Rogers, Anderson, Malody & Xxxxx LLP, Office Lease, dated June 16, 2011 • San Bernardino County Safety Employees Benefit Association, Lease dated September 29, 2006 • Addendum to Lease, dated September 29, 2006 • First Amendment to Lease, dated July 19, 2007 • Stockwell, Harris, Widom, Xxxxxxxxxx & Xxxxx, Lease, dated March 15, 2005 • Addendum to Lease, dated March 15, 2005 • First Amendment to Lease, dated March 18, 2005 • Second Amendment to Lease, dated September 18, 2007 • Third Amendment to Lease, dated August 6, 2009 • Walgreen Co., Lease, dated July 13, 2005 • Addendum to Lease, dated July 19, 2005 Environmental • Environmental Site Assessment, Selected Properties, Tri-City Corporate Centre, East Hospitality Lane, San Bernardino, CA., prepared by Millennium Consulting Associates, dated May 30, 2005 • Closure and Post-Closure Maintenance Plan for a Portion of Hawaii . Lease the Inactive Xxxxxxxx Landfill, San Bernardino, CA, prepared by SCS Engineers, dated July 1995 • Phase I Site Assessment, Tri City Corporate Centre, Carnegie Business Center II, 000-000 X Xxxxxxxx Xxxxx, Xxx Xxxxxxxxxx, XX, prepared by Pacific Southwest Group, dated February 12, 2003 Property Tax Xxxx • San Bernardino County 2012-2013 Rent Roll • Rent Rolls dated December 5, 2018 o Blue Ocean Realty 2012 and Mortgage . Lease January 31, 2013 Inspection Reports • CentiMark Roof Report dated December 5May 19, 2015 . First Amendment to Lease 2009 • Mitsubishi Prelim Orders dated July 31, 2017 o Organic Fusion Teahouse dba Boba Tea Shop . Lease dated October 3, 2018 o Body Massage . Lease dated June 129, 2012 . Assignment of Lease • 5 Year Sprinkler Test prepared by Simplex Xxxxxxxx, dated November 17, 2012 . First Amendment to Lease • Elevator Service prepared by Mitsubishi, dated August 28July 20, 2012 Purchase • Fire Inspection Report prepared by Simplex Xxxxxxxx, dated July 21, 2012 • Qtr. Sprinkler Reports dated April 21, 2012, July 21, 2012, October 12, 2012 Utility Bills Vendor Contracts • ABM Engineering Contract (Engineer) • Firstline Security Systems, Inc. (Security Systems) • Mitsubishi Contract & Amendment (Elevator Service) • Simplex Contract & Work Order (Fire & Life Safety) • Universal Building Maintenance Contract (Janitorial) • ValleyCrest Contract and Sale Agreement Amendment (Landscaping) Schedule 1 – Due Diligence Materials Page 1 SCHEDULE 2 DESCRIPTION OF LAND Purchase Agreement Schedule 2 – Description of Land SCHEDULE 3 1049448.7ASSUMED SERVICE CONTRACTS NONE Schedule 3 – Assumed Service Contracts SCHEDULE 4 ENVIRONMENTAL REPORTS Environmental Site Assessment, Selected Properties, Tri-City Corporate Centre, East Hospitality Lane, San Bernardino, CA., prepared by Millennium Consulting Associates, dated May 30, 2005 Selected Addresses include: One Vanderbilt (Office) – 000 X Xxxxxxxxxx Xxx TGIF – 000 X Xxxxxxxxxxx Xxxx Service Retail – 000-000 X Xxxxxxxxxxx Xxxx Mimi’s – 000 X Xxxxxxxxxxx Xxxx LaZBoy – 000 X Xxxxxxxxxxx Xxxx Xxxxxxxxx/Xxxx’s – 000 X Xxxxxxxxxxx Xxxx Xxxxxxx Xxxx – 000 X Xxxxxxxxxxx Xxxx Banner Bedding – 000 X Xxxxxxxxxxx Xxxx Pets Mart – 000 X Xxxxxxxxxxx Xxxx CompUSA – 000 X Xxxxxxxxxxx Xxxx Citi Financial and Dry Cleaners – 000 X Xxxxxxxxxxx Xxxx Panda Express – 000 X Xxxxxxxxxxx Xxxx Outback Steakhouse – 000 X Xxxxxxxxxxx Xxxx Xxx & Oscars – 000 X Xxxxxxxxxxx Xxxx Xxxxx’s – 000 X Xxxxxxxxxxx Xxxx Xxxxxxxx Tower – 000 X Xxxxxxxxxxx Xxxx One Carnegie Plaza – 000 X Xxxxxxxx Xxxxx Xxxxxxxx Business Center II – 000 X Xxxxxxxx Xxxxx Closure and Post-Closure Maintenance Plan for a Portion of the Inactive Xxxxxxxx Landfill, San Bernardino, CA, prepared by SCS Engineers, dated July 1995 Phase I Site Assessment, Tri City Corporate Centre, Carnegie Business Center II, 000-000 X Xxxxxxxx Xxxxx, Xxx Xxxxxxxxxx, XX, prepared by Pacific Southwest Group, dated February 12, 2003 Purchase Agreement Schedule 4 – Environmental Reports SCHEDULE 5 RENT ROLL Rent Roll Report as of December 5, 2012 View Graph Three Carnegie Plaza Current Charges Base Rent Steps Tenant Name Lease ID Suite RSF LSF USF Recov. Type ProRata Share Begin Date Lease Renewal End Date DOC Type Lease Status Suite Status Lease Type Chg Type Charge Start Charge End Charge Amount Yr Amt per LSF Chg Type Eff Date Charge Amount Yr Amt per LSF Lease Deposit Three Carnegie Plaza (P3CARNEG/) Xxxxxx Xxxxxxxx Xxxxxx & Xxxxx LROGEAN01 100 12,867 12,867 11,618 OIN 15.37% 11/01/11 10/31/21 GLB ACT ACT NEW BRE 11/01/12 10/31/13 $20,554.31 $19.17 BRE 11/01/11 $19,943.85 $18.60 $26,729 OPX 15.37% BRF 11/01/12 02/28/13 -$20,554.31 -$19.17 BRF 11/01/11 -$19,943.85 -$18.60 OTX 15.37% F13 11/01/11 10/31/21 $21,181.16 $19.75 BRE 11/01/12 $20,554.31 $19.17 BRF 11/01/12 -$20,554.31 -$19.17 BRE 11/01/13 $21,155.49 $19.73 BRE 11/01/14 $21,788.12 $20.32 BRE 11/01/15 $22,442.19 $20.93 BRE 11/01/16 $23,117.71 $21.56 BRE 11/01/17 $23,814.67 $22.21 BRE 11/01/18 $24,533.08 $22.88 BRE 11/01/19 $25,262.21 $23.56 BRE 11/01/20 $26,023.51 $24.27 Vacant 110 4,835 4,758 San Bernardino County Safety LSAN/BE01 125 5,447 5,447 5,040 OPX 6.51% 02/26/07 02/28/17 GLB ACT ACT NEW BRE 02/26/12 02/25/13 $11,050.49 $24.34 BRE 02/26/07 $9,532.25 $21.00 $12,452 F13 09/01/07 02/28/17 $10,846.30 $23.89 BRE 02/26/08 $9,818.22 $21.63 OPX 01/01/12 02/28/17 $581.71 $1.28 BRE 02/26/09 $10,112.76 $22.28 BRE 02/26/10 $10,416.15 $22.95 BRE 02/26/11 $10,728.63 $23.64 BRE 02/26/12 $11,050.49 $24.34 BRE 02/26/13 $11,382.01 $25.08 BRE 02/26/14 $11,723.47 $25.83 BRE 02/26/15 $12,075.17 $26.60 BRE 02/26/16 $12,437.42 $27.40 Vacant 150 17,626 16,307 Alliant Insurance Services Inc LALLIIN01 200 15,902 16.014 13,959 OPX 19.13% 11/15/08 04/30/14 GLB ACT ACT NEW BRE 11/01/12 10/31/13 $30,640.65 $22.96 BRE 11/15/08 $27,223.80 $20.40 $1,245 OTX 19.13% F13 11/15/08 04/30/14 $25,007.66 $18.74 BRF 12/15/08 -$27,223.80 -$20.40 OPX 01/01/12 04/30/14 $790.26 $0.59 BRF 01/01/09 -$27,223.80 -$20.40 OTX 01/01/12 04/30/14 $140.92 $0.11 BRF 03/01/09 -$27,223.80 -$20.40 BRE 11/01/09 $28,040.51 $21.01 BRE 11/01/10 $28,881.78 $21.64 BRE 11/01/11 $29,748.14 $22.29 BRE 11/01/12 $30,640.65 $22.96 BRE 11/01/13 $31,559.86 $23.65 Citrus Belt University XXXXXXX00 230 1,782 1,782 1,564 OPX 2.13% 03/01/11 03/01/11 02/28/13 GLB ACT ACT REN BRE 03/01/11 02/28/13 $2,316.60 $15.60 BRE 03/01/11 $2,316.60 $15.60 $3,515 F13 03/01/11 02/28/13 $2,316.60 $15.60 OPX 01/01/12 02/28/13 $190.33 $1.28 Vacant 240 5,899 5,178 Xxxxxxxx Xx. XXXXXXX00 250 5,595 5,628 4,911 OPX 6.73% 11/22/05 10/31/15 GLB ACT ACT NEW BRE 12/01/12 11/30/13 $11,995.43 $25.58 BRE 11/22/05 $9,567.60 $20.40 $285 F13 02/01/07 10/31/15 $10,982.62 $23.42 BRE 12/01/05 $9,567.60 $20.40 OPX 01/01/12 10/31/15 $995.30 $2.12 BRE 11/01/06 $9,567.60 $20.40 BRE 12/01/06 $9,854.63 $21.01 BRE 12/01/07 $10,150.27 $21.64 BRE 12/01/08 $10,454.77 $22.29 BRE 12/01/09 $10,768.42 $22.96 BRE 12/01/10 $11,306.84 $24.11 BRE 12/01/11 $11,646.05 $24.83 BRE 12/01/12 $11,995.43 $25.58 BRE 12/01/13 $12,355.29 $26.34 BRE 12/01/14 $12,725.95 $27.13 Comdata Network, Inc. LCOMDNE01 260 2,898 2,898 2.544 04/01/12 04/01/12 08/31/17 GLB ACT ACT REN BRE 04/01/12 03/31/13 $4,926.60 $20.40 BRE 04/01/12 $4,926.60 $20.40 $6,087 F13 04/01/12 08/31/17 $4,889.16 $20.24 BRF 04/01/12 -$4,926.60 -$20.40 BRE 04/01/13 $5,074.40 $21.01 BRE 04/01/14 $5,226.64 $21.64 BRE 04/01/15 $5,383.42 $22.29 BRE 04/01/16 $5,544.94 $22.96 BRE 04/01/17 $5,711.28 $23.65 Stockwell, Harris, Xxxxxxxxxx LSTOCHA01 270 6,442 6,468 5,655 OPX 7.73% 05/01/10 11/24/09 11/30/14 GLB ACT ACT REN BRE 12/01/12 11/30/13 $13,250.58 $24.58 BRE 05/01/10 $12,126.00 $22.50 $10,705 OTX 7.73% OPX 01/01/12 11/30/14 $211.10 $0.39 BRE 12/01/10 $12,491.58 $23.18 12/05/2012 Current Charges Base Rent Steps Tenant Name Lease ID Suite RSF LSF USF Recov. Type ProRata Share Begin Date Lease Renewal End Date Doc Type Lease Status Suite Status Lease Type Chg Type Charge Start Charge End Charge Amount Yr Amt per LSF Chg Type Eff Date Charge Amount Yr Amt per LSF Lease Deposit OTX 01/01/12 11/30/14 $43.99 $0.08 BRE 12/01/11 $12,867.94 $23.87 BRE 12/01/12 $13,250.58 $24.58 BRE 12/01/13 $13,649.39 $25.32 Vacant 280 4,405 3,867 Total for Three Carnegie Plaza 83,698 51,104 75,401 $61,018 Grand Total for Three Carnegie Plaza 83,698 51,104 75,401 $61,018 * Non-Statistical units are excluded from the above sub-totals and from the Occupancy/Vacancy Summary but are included in the Charge Summary. ** Future Lease Occupancy / Vacancy Summary # Unit % Unit Unit SF % Unit SF Vacant 4 36.36% 32,765 39.15% Occupied 7 63.64% 50,933 60.85% Totals 11 100.00% 83,698 100.00% Occupancy / Vacancy Summary for Three Carnegie Plaza as of December 5, 2012 Vacant SF Occupied SF Charge Summary Charge Type Current Charges Billed LSF Billed LSF $/Month Billed LSF $/Year BRE $94,735 51,104 $1.85 $22.25 BRF -$20,554 12,867 -$1.60 -$19.17 F13 $75,224 44,636 $1.69 $20.22 OPX $2,769 35,339 $0.08 $0.94 OTX $185 22,482 $0.01 $0.10 Total $77,134 (Excluding F13 charges) Back To Beginning Purchase Agreement SCHEDULE 6 EXCEPTIONS TO SELLER REPRESENTATIONS AND WARRANTIES Purchase Agreement Schedule 6 – Exceptions to Seller Representations and Warranties

Appears in 1 contract

Samples: Purchase Agreement (Rancon Realty Fund V)

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