Common use of Representations and Covenants of Seller Clause in Contracts

Representations and Covenants of Seller. Seller represents, warrants and covenants to Buyer as follows: (a) Seller is a limited liability company duly organized and validly existing under the laws of the State of California; (b) Seller has full power to carry out the transactions provided for in this Agreement, and the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s part, and this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms subject to the effect of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership or similar laws or judicial decisions relating to or affecting the rights of creditors generally; (c) There is no agreement between Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Property, or (iii) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress or other use with respect to any part of the Property. Notwithstanding the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Master CC&Rs and Condo CC&Rs; (d) To Seller’s knowledge, except as will be shown on the Title Report, Survey or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy of the Property; (e) Seller has not been served with any suits, proceedings, or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatened, which could materially and adversely affect the Property. Seller has not been served with any suits relating to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation with respect to any of the Leases; (f) To Seller’s knowledge, Seller is not in violation of any material law, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement; (g) To Seller’s knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use of the Property or constitute or cause a health, safety or environmental hazard on the Property or to any person who may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to the presence, placement, generation, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property. (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against the Property or any portion thereof except for Seller’s processing of the Parcel Map and other permits and approvals concerning the contemplated development of the Property; and (i) Seller is not a party to any bankruptcy or similar proceeding, nor to Seller’s knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date and the date of the Closing: (i) Seller will not enter into, amend or terminate any Service Contract that will bind Buyer or the Property after the Closing or any Lease, without in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year from and after the date of Closing.

Representations and Covenants of Seller. Seller represents, warrants hereby makes the following representations and covenants to Buyer with regard to the Property, all of which representations and covenants shall be deemed remade as followsof Closing and shall survive the Closing for a period of twelve (12) months: (a) Seller is a limited liability company duly organized and validly existing under the laws As of the State date hereof, (i) Seller, to its knowledge, is not aware of Californiaand has received no building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); (ii) Seller, to its knowledge, is not aware of and has received no notices of any action or governmental proceeding in eminent domain, or for a zoning change, which would affect the Property; and (iii) Seller, to its knowledge, is not aware of any structural problems in the improvements constructed upon the Property and the interior and exterior structures are in good condition and repair; (b) As of the date hereof, there are no leases or rental agreements affecting the Property other than the Leases delivered by Seller has full power to carry out Buyer pursuant to subsection 5(a) above. The Leases delivered to Buyer and as identified on the transactions provided Rent Roll attached hereto and made a part hereof as Exhibit E (the “Rent Roll”) are true and correct copies thereof, (except for in the Lease with Publix) are “triple net” and (except for the Lease with Publix) require the tenants thereunder to pay a pro rata share of taxes, insurance and common area expenses directly to Seller, as landlord under the Leases. Between the date hereof and the earlier of the Closing date or the termination of this Agreement, and Seller shall not amend, modify or terminate the execution and delivery Leases, or enter into new leases, of this Agreement by Seller and space at the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s partProperty, and this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller other than in accordance with its terms subject subsection 16(b) below. As of the date hereof, Seller is the holder of all of the landlord’s right, title and interest in, to and under the effect Leases. Seller has not received, nor is Seller aware of, any claim from any tenant under the Leases alleging any type of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership default by the landlord under the Leases or similar laws demanding any work or judicial decisions relating to or affecting the rights of creditors generallypayment from landlord; (c) There is Except as may be disclosed in the Pre-Closing Deliveries, there are no agreement between persons employed by Seller in connection with the operation of the Property, and except as may be disclosed in the Pre-Closing Deliveries, there are no maintenance, advertising, management, leasing, employment, or service contracts affecting the Property that will be in effect at Closing unless expressly assumed in writing by Buyer. Otherwise, Seller shall terminate any such employee and any third party under which such contracts (not expressly assumed by Buyer) at or prior to Closing. Notwithstanding the foregoing, Seller or its successors in interest is or could become obligated shall not be required to terminate any such contract if such termination requires the payment by Seller of a “termination fee.” A copy of any such agreement shall be provided by Seller to Buyer within fifteen (15) days of the Effective Date. In such instance, Buyer shall assume such contract(s) at Closing for a period not to exceed twelve (12) months from and after Closing. (d) That (i) sell Seller has the Property or any portion capacity and requisite authority to enter into and carry out this Agreement and the transactions contemplated hereby and will provide evidence thereof to a third party, Buyer at Closing; (ii) grant Seller owns fee simple title to the Property subject to all matters of record; and (iii) no third party has any right to purchase all or dedicate any part of the Property, except for Publix, pursuant to a Right of First Refusal set forth in the Publix Lease, Seller hereby agreeing to deliver the Publix waiver of such right to Buyer (or (iii) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress or other use evidence of Publix waiver in accordance with respect to any part the terms of the Property. Notwithstanding Publix Lease) prior to the foregoing, date of Closing as a condition precedent to the obligations of Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Master CC&Rs and Condo CC&Rs; (d) To Seller’s knowledge, except as will be shown on the Title Report, Survey or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy of the Propertyhereunder; (e) Except as otherwise expressly provided herein, Seller has shall not been served with any suits, proceedings, further encumber the Property or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatenedimprovements or personal property located thereon. Between the date of this Agreement and the earlier of the Closing date or the termination of this Agreement, which could materially and adversely affect the Property. Seller has shall not been served with voluntarily create any suits relating exception to title to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation Property other than in accordance with respect to any of the Leasessubsection 16(b) below; (f) To the best of Seller’s knowledge, Seller as of the date hereof, there is not in violation of any material lawno suit, ordinanceaction or arbitration, regulations, orders or legal or other requirements from any proceeding or governmental authorities concerning investigation, pending which materially and adversely affects the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement;. (g) To the best of Seller’s knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use as of the Property or constitute or cause a healthdate hereof, safety or environmental hazard on there exists at the Property or to any person who may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property is not in no violation of any applicable federal, state or local law, ordinance statute, ordinance, rule or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to regulating the presence, placementuse, generation, transportation, storage, release, treatment handling or disposal of any Hazardous Materials hazardous wastes, toxic, hazardous or other environmental conditions ondangerous substances or similar substances or materials defined as hazardous, attoxic or environmentally unsafe under any of the aforesaid laws, under statutes, ordinances, rules or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property.regulations; and (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against No change in the Property or any portion thereof except for Seller’s processing manner of the Parcel Map and other permits and approvals concerning the contemplated development calculation of the Property; and (i) Seller is not a party to any bankruptcy or similar proceeding, nor to Seller’s knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date and percentage rent will occur from the date of the Closing: (i) Seller will not enter into, amend or terminate any Service Contract that will bind Buyer or the Property after the Closing or any Lease, without in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost delivery of the ProjectPre-Closing Deliveries under Section 5 hereof, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year from and after through the date of Closing, except as expressly set forth in the Leases.

Representations and Covenants of Seller. Seller represents, warrants hereby makes the following representations and covenants to Buyer with regard to the Property, all of which representations and covenants shall be deemed remade as followsof the date of Closing and shall respectively survive the Closing for a period of twelve (12) months: (a) As of the date hereof, (i) Seller is not aware of and has received no building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); and (ii) Seller is not aware of and has received no notices of any action or governmental proceeding in eminent domain, or for a limited liability company duly organized zoning change, which would affect the Property; and validly existing under (iii) Seller is not aware of any structural problems in the laws improvements constructed upon the Property, and the interior and exterior structures are in good condition and repair; and (iv) to the knowledge of Seller, the State Property is ADA compliant; and (v) Seller is not aware of California;any litigation pending or threatened in regard to Seller or the Property. (b) Seller has full power to carry out As of the transactions provided for in this Agreementdate hereof, there are no leases or rental agreements affecting the Property other than as described upon the Rent Roll attached hereto as Exhibit “E,” and the execution Rent Roll is accurate in all material respects. As more fully set forth therein, the Leases require the tenants thereunder to pay a pro rata share of taxes, insurance and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s partcertain common area expenses, and this Agreement constitutes a valid and legally binding obligation of directly to Seller, enforceable against Seller in accordance with its terms subject to as landlord under the effect of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership or similar laws or judicial decisions relating to or affecting the rights of creditors generally; (c) There is no agreement between Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Property, or (iii) Leases. The Leases do not grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress tenant a right to purchase all or other use with respect to any part of the Property. Notwithstanding Between the foregoingdate hereof and the earlier of the date of Closing or the termination of this Agreement, Buyer acknowledges Seller shall not amend, modify or terminate the Leases, or enter into new leases for space at the Property; provided however, that Seller will shall have the right to enter into leases in accordance with the ”Leasing Parameters” as defined in and in accordance with the terms of Section 15, hereof. As of the Effective Date, Seller is the holder of all of the landlord's right, title and interest in, to and under the Leases. Seller has not received, nor is Seller aware of, any claim from any tenant under the Leases alleging any type of default by the landlord under the Leases or demanding any work or payment from landlord. (c) Except as may be entitled to dedicate or grant easements for public utilitiesdisclosed in the Pre-Closing Deliveries, roads and the like as required or contemplated there are no persons employed by Seller in connection with the recordation operation of the Parcel MapProperty, Master CC&Rs and Condo CC&Rs;except as may be disclosed in the Pre-Closing Deliveries, there are no maintenance, advertising, management, leasing, employment, or service contracts affecting the Property that will be in effect at Closing unless expressly assumed in writing by Buyer. Otherwise, Seller shall terminate any such employee and any such (referenced in the immediately preceding sentence) contracts (not expressly assumed by Buyer) at or prior to Closing. (d) To Seller’s knowledge, except as will be shown on That (i) Seller has the Title Report, Survey capacity and requisite authority to enter into and carry out this Agreement and the transactions contemplated hereby; (ii) Seller owns fee simple title to the Property subject to all matters of record; and (iii) no third party has any right to purchase all or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy any part of the Property;. (e) Except as otherwise expressly provided herein, Seller has shall not been served with any suits, proceedings, further encumber the Property or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatenedimprovements or personal property located thereon. Between the date of this Agreement and the earlier of the date of Closing or the termination of this Agreement, which could materially and adversely affect Seller shall not voluntarily create any exception to title to the Property. Seller has not been served with any suits relating to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation with respect to any of the Leases;. (f) To the best of Seller's knowledge, as of the date hereof, there is no suit, action or arbitration, or legal or other proceeding or governmental investigation, pending or threatened which affects the Property, or Seller, or Seller’s knowledge, Seller is not interest in violation of any material law, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement;. (g) To Seller’s 's actual knowledge, as of the Propertydate hereof, including subsurface soil there exists at the Property no violation of any applicable federal, state or local law, statute, ordinance, rule or regulation regulating the use, generation, storage, handling or disposal of any hazardous wastes, toxic, hazardous or dangerous substances or similar substances or materials defined as hazardous, toxic or environmentally unsafe under any of the aforesaid laws, statutes, ordinances, rules or regulations. (h) Seller hereby agrees to indemnify, defend and ground waterhold harmless Buyer from and against any all claims, does losses, costs and expenses arising in regard to any unpaid sales lien or bulk sales tax (or like-tax or imposition) owed (or to-be-owed with respect to Seller’s ownership of the Property or consummation of the transaction described herein) to the Commonwealth of Virginia Department of Revenue. (i) Except as disclosed in writing (email delivery is sufficient) by Seller to Buyer within 3-days of the Effective Date, there exist no off-record development, cost-sharing, recapture or like-agreements burdening either Seller or the Property that will survive the Closing of the transactions described by this Agreement (j) Seller represents and warrants that there are no claims for brokerage commissions, finders' fees, or similar compensation in connection with this Agreement or the Leases or any Property management agreement based on any arrangement or agreement entered into by Seller except as set forth in Section 14 hereof; and there are no such agreements which would be binding upon Buyer. (k) Any management and brokerage agreements and tenant-in-common ownership agreements, and all-like agreements pertaining to the Property shall be terminated by Seller as of or prior to Closing at the sole cost and expense of Seller. No leasing commissions are payable upon the renewal of any Lease term. (l) Prior to Closing, Seller covenants and agrees to cause the assignment of the Property roof, HVAC, elevator and other warranties from the warranty providers into the name of Buyer or its nominee, all at the sole cost and expense of Seller (i.e., fees as well as the cost of any corrective action enumerated by the warranty provider). (m) Seller and each person or entity owning an interest in Seller is (1) not contain currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, and (2) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (B) none of the funds or other assets of Seller constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined), (C) no Embargoed Person has never contained any substanceinterest of any nature whatsoever in Seller (whether directly or indirectly), and (D) Seller has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 40 U.S.C. §1701 et seq., The Trading with Enemy Act, 50 U.S.C. App. 1 et seq., and any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives Executive Orders or other hazardous substance regulations promulgated thereunder with the result that the investment in Seller is prohibited by law or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use of the Property or constitute or cause a health, safety or environmental hazard on the Property or to any person who may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property Seller is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given shall deliver a certificate to any governmental authority or other party any notice or other communication or agreement relating in any way to the presence, placement, generation, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property. (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against the Property or any portion thereof except for Seller’s processing Buyer at Closing updating and recertifying all of the Parcel Map foregoing representations and other permits and approvals concerning the contemplated development warranties to Buyer as of the Property; and (i) Seller is not a party to any bankruptcy or similar proceeding, nor to Seller’s knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date and the date Closing Date. All of the Closing: (i) Seller will not enter into, amend or terminate any Service Contract that will bind Buyer or the Property after foregoing representations and warranties expressly shall survive the Closing or any Lease, without in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year 12-months from and after the date of Closing. Buyer acknowledges, represents and warrants that, except as expressly set forth in this Agreement including Section 15, hereof and with respect to any Pre-Closing Deliveries and Information supplied or made available by Seller, whether written or oral, pertaining to the Property, and any and all other matters concerning the conditions, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Property, or a part thereof, is furnished to Buyer solely as a courtesy; THE INFORMATION IS PROVIDED, AND THE PROPERTY IS PURCHASED, ON AN AS-IS-WHERE-IS BASIS AND, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITIONS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE PROPERTY; and no representations, whether written or oral, have been made by Seller, or its agents or employees, in order to induce Buyer to enter into this Agreement, except as expressly set forth herein. Without limiting the generality of the foregoing, Buyer acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Buyer concerning the investment potential, operation or resale of the Property at any future date, at a profit or otherwise, nor has Seller or its agents or employees, rendered any advice or expressed any opinion to Buyer regarding any tax consequences or ownership of the Property.

Representations and Covenants of Seller. Seller represents, warrants and covenants to Buyer as follows: (a) Seller is a limited liability company which is duly organized and validly existing under the laws of the State of CaliforniaArizona; (b) Seller has full power to carry out the transactions provided for in this Agreement, and the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s part, and this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms subject to the effect of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership or similar laws or judicial decisions relating to or affecting the rights of creditors generally; (c) There is no written agreement between Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Property, or (iii) except as set forth in the Schedule B documents to the Preliminary Title Commitment or the Survey, grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress or other use with respect to any part of the Property. Notwithstanding the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Master CC&Rs and Condo CC&Rs; (d) To Seller’s knowledge, except as will be shown on the Title Report, Survey or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy of the Property; (e) Seller has not been served with any suits, proceedings, or judgments affecting the Property, nor to the best of Seller’s actual knowledge are any of the same threatened, which could materially and adversely affect the Property. Seller has not been served with any suits relating to the Leases and, to the best of Seller’s actual knowledge, there is no threatened or pending litigation with respect to any of the Leases; (fe) To Seller’s knowledge, Seller is not in violation of any material law, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money Money, together with all interest thereon, shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreementhereunder or on account hereof, except for those which by the provisions of this Agreement are expressly stated to survive or exist occur at termination of this Agreement; (gf) To Seller’s knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use The copies of the Property Documents delivered and to be delivered are true and correct and there are no written or constitute oral amendments or cause a healthmodifications thereto and, safety or environmental hazard on the Property or to any person who except as may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition be set forth in Section 4 of the Property is not in violation Assignment of any federal, state or local law, ordinance or regulation relating Leases to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way be prepared immediately prior to the presenceClosing, placementno default has occurred and is continuing thereunder; (g) The tenant improvements for Suite 114 are, generationor as of the Closing will be, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about completed in substantial accordance with the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the PropertyCity approved plans therefore. (h) To the best of Seller’s actual knowledge, there are no investigations, inquiries or other proceedings by any governmental authorities relating to the presence of Hazardous Materials on the Property, the migration of Hazardous Materials from or to the Property or otherwise respecting Hazardous Materials in connection with the Property; (i) To the best of Seller’ actual knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against the Property or any portion thereof except for Seller’s processing of the Parcel Map and other permits and approvals concerning the contemplated development of the Propertythereof; and (ij) Seller is not a party to any bankruptcy or similar proceeding, nor to the best of Seller’s actual knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (jk) Between the Effective Date and the date of the ClosingClosing Date: (i) Seller will not enter into, intentionally commit any default under any of the Leases or any of the Service Contracts; (ii) Seller shall not amend or terminate cancel any Service Contract that or any Lease except for nonpayment of rent, will bind Buyer not renew or extend any Service Contract or Lease, and shall not enter into new service contract for all or any part of the Property after (except in the Closing or any Leaseordinary course of business and cancelable on thirty (30) days prior notice, in which case no approval from buyer is required), without in each case (except as set forth above) the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided; (iii) Seller shall not enter into any new Leases without Seller’s prior written approval, however, which approval will not be unreasonably withheld. It shall be deemed reasonable for Buyer to disapprove any Lease which at a minimum does not meet at least 95% of the following criteria (i) with respect to Major Leases Building A, which has a starting lease rate of less than $.6554 per square foot per month, triple net, and is on Seller’s standard lease form, and (ii) with respect to Building C, which has a starting lease rate of less than $.7508 per square foot per month, triple net, and is on Seller’s standard lease form (collectively the “Minimum New Leasing Standards”). Any lease entered into by Seller between the Effective Date and the Closing Date that meets the Minimum New Leasing Standards or is otherwise approved by Buyer shall be referred to herein as hereafter defined) Buyer’s consent may be withheld in its sole discretion;a “Qualifying Lease”. (iiiv) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Twenty-five Thousand Dollars ($10,000.0025,000.00). References in this Agreement to matters known “To the best of Seller’s actual knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx X. Xxxxxx or Xxxxx Xxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller such persons are most knowledgeable about the Property. The foregoing representations shall survive for a period of one two (12) year years from and after the date of Closing, but shall in no way create any personal liability to either of such named persons.

Representations and Covenants of Seller. Each Seller representsexpressly ---------------------------------------- covenants, represents and warrants and covenants to Buyer as to itself and as to each Property in which such Seller has an interest, as follows: (a) A. Seller is the fee simple owner of the Property. B. Seller is a limited liability company duly organized formed and validly existing entity in good standing under the laws of its state of organization and is qualified to do business in the State of California;state(s) in which it is legally required to be so qualified. (b) C. Seller has full power and authority to carry out execute and deliver this Agreement and has taken all necessary action and obtained all necessary consents to authorize the transactions provided for in execution, delivery and performance of this Agreement and all documentation required to effectuate the full intent and purposes of this Agreement, and the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s part, and this Agreement constitutes a valid and legally binding obligation of Seller, is enforceable against Seller in accordance with its terms subject to the effect of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership or similar laws or judicial decisions relating to or affecting the rights of creditors generally;Seller. (c) D. There is no agreement between legal action pending, or to the knowledge of Sellers, threatened against Sellers, which relates to or affects the Properties or otherwise adversely affects Sellers' ability to perform Sellers' obligations hereunder. E. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Seller. F. Seller and any third party under which Seller or its successors in interest is or could become obligated to (inot a foreign person within the meaning of Section 1445(f) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the PropertyInternal Revenue Code of 1986, as amended. G. The rent rolls and operating statements and other financial information relating to the Properties delivered or (iii) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress or other use with respect to any part of the Property. Notwithstanding the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Master CC&Rs and Condo CC&Rs; (d) To Seller’s knowledge, except as will be shown on the Title Report, Survey or Rent Roll to be delivered to Buyer pursuant to this Agreement are true and correct in all material respects as of the date thereof. To Sellers' knowledge, documentation and information which is not financial in nature which has been or will be delivered or made available to Buyer and/or Buyer's Authorized Agents for review during the Inspection Period is true and correct in all material requests. H. The copies of the Contracts delivered or to be delivered to Buyer pursuant to this Agreement are true and correct in all material respects. I. The Leases listed on the rent rolls are all of the leases affecting Seller's Properties, and the copies thereof which have been or will be delivered to or made available to Buyer pursuant to this Agreement are true and correct in all material respects. J. Except as to be disclosed to Buyer in writing within ten (10) days after the Effective Date, Seller has not distributed or authorized the distribution of any localized, mass or direct marketing mailing which provides any coupons, discounts or other rental concessions, rebates or free rent (collectively, "Concessions") for any new or existing tenants of any Property which would be effective after the Closing Date. Sellers shall not, without the consent of Buyer, distribute or authorize the distribution of any localized, mass or direct marketing mailing which provide any Concessions for any new or existing tenants of any Property which would be effective after the Closing Date. K. Seller has not received any written notice of any violation of any law, zoning ordinance, municipal ordinance, code, or regulation (including any environmental law or regulation) affecting the Properties which has not been cured, nor has Seller received any written notice of any existing or threatened condemnation action involving any such Properties. L. Seller has all right and power to cause the sale, transfer and assignment of the Leases to Buyer and to Seller's knowledge, (i) Seller has duly and punctually kept, observed and performed all of the material obligations, terms, covenants, conditions and warranties of the Leases to be kept, observed and performed; (ii) the Leases are valid and in full force and effect and have not been amended except in the ordinary course of business; (iii) Seller has not collected any rent for more than one (1) month in advance under any Leases which are in effect on the Closing Date except as disclosed in the rent rolls provided to Buyer; and (iv) except for written Leases, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy leases of the Property;Properties. M. From the date hereof until Closing, Seller shall: (a) maintain in accordance with Seller's past practice complete and accurate books, accounts and records relating to the Properties; (b) continue to maintain and operate the Properties in accordance with Seller's past practices and maintain, renew or enter into new leases and contracts, including Yellow Pages contracts, in furtherance thereof; (c) maintain the Properties in good order and condition and not permit the Properties to adversely change their present condition; (d) comply with the terms and provisions of all Leases, Contracts and other obligations of Sellers relating to the Properties; and (e) only enter into leases with new tenants of the Properties upon terms that are consistent with the terms of the Leases in effect on the date of this Agreement. N. Xxxxxxx shall exercise reasonable, good faith effort to obtain from the tenants under any non-storage leases of 5,000 or more square feet estoppel certificates in form prepared or approved by, Buyer. O. To Seller's knowledge, no adverse soil conditions or hazardous or toxic substances exist on the Properties, the Properties have not in the past been used, are not presently being used and will not in the future (for so long as Seller has not been served owns the same) be used for the handling, storage, transportation or disposal of hazardous or toxic materials of any kind or nature. All representations, covenants and warranties of Sellers set forth in this Agreement and the conditions and circumstances contained herein shall be effective, valid, true and correct on the Closing Date and shall survive the Closing for six (6) months. Buyer shall have the right to terminate this Agreement and receive a refund of its Exxxxxx Money Deposit together with any suits, proceedings, or judgments affecting the Property, nor to Seller’s knowledge are interest earned thereon from Escrow Agent if any of the same threatenedrepresentations, which could materially covenants and/or warranties are not valid, true and adversely affect the Property. Seller has not been served with any suits relating to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation with respect to any correct as of the Leases; (f) To Seller’s knowledge, Seller is not in violation of any material law, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this AgreementClosing Date, in which event the Xxxxxxx Money this Agreement shall be returned to deemed null and void and Sellers and Buyer and neither party shall have any further rights or be released from all obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement; (g) To Seller’s knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use of the Property or constitute or cause a health, safety or environmental hazard on the Property or to any person who as may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to the presence, placement, generation, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property. (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against the Property or any portion thereof except for Seller’s processing of the Parcel Map and other permits and approvals concerning the contemplated development of the Property; and (i) Seller is not a party to any bankruptcy or similar proceeding, nor to Seller’s knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided be otherwise set forth herein. (j) Between the Effective Date and the date of the Closing: (i) Seller will not enter into, amend or terminate any Service Contract that will bind Buyer or the Property after the Closing or any Lease, without in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year from and after the date of Closing.

Representations and Covenants of Seller. Seller represents, warrants hereby makes the following representations and covenants to Buyer with regard to the Property, all of which representations and covenants shall be deemed remade as followsof Closing and shall survive the Closing for a period of twelve (12) months: (a) Seller is a limited liability company duly organized and validly existing under the laws As of the State date hereof, (i) Seller, to its knowledge, is not aware of Californiaand has received no building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); and (ii) Seller, to its knowledge, is not aware of and has received no notices of any action or governmental proceeding in eminent domain, or for a zoning change, which would affect the Property; and (iii) Seller to its knowledge, is not aware of any structural problems in the improvements constructed upon the Property and the interior and exterior structures are in good condition and repair; (b) As of the date hereof, there are no leases or rental agreements affecting the Property other than the Leases delivered by Seller has full power to carry out Buyer pursuant to subsection 5(a) above. The Leases delivered to Buyer and as identified on the transactions provided Rent Roll attached hereto and made a part hereof as Exhibit "E" (the "Rent Roll") are true and correct copies thereof (except for in the Lease with Publix) are "triple net" and(except for the Lease with Publix) require the tenants thereunder to pay a prorata share of taxes, insurance and common area expenses directly to Seller, as landlord under the Leases. Between the date hereof and the earlier of the Closing date or the termination of this Agreement, and Seller shall not amend, modify or terminate the execution and delivery Leases, or enter into new leases, of this Agreement by Seller and space at the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s partProperty, and this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller other than in accordance with its terms subject subsection 16(b) below. As of the date hereof, Seller is the holder of all of the landlord's right, title and interest in, to and under the effect Leases. Seller has not received, nor is Seller aware of, any claim from any tenant under the Leases alleging any type of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership default by the landlord under the Leases or similar laws demanding any work or judicial decisions relating to or affecting the rights of creditors generallypayment from landlord; (c) There is Except as may be disclosed in the Pre-Closing Deliveries, there are no agreement between persons employed by Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell connection with the Property or any portion thereof to a third party, (ii) grant or dedicate any part operation of the Property, and except as may be disclosed in the Pre-Closing Deliveries, there are no maintenance, advertising, management, leasing, employment, or service contracts affecting the Property that will be in effect at Closing unless expressly assumed in writing by Buyer. Otherwise, Seller shall terminate any such employee and any such contracts (iiinot expressly assumed by Buyer) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress at or other use with respect prior to any part of the PropertyClosing. Notwithstanding the foregoing, Seller shall not be required to terminate any such contract if such termination requires the payment by Seller of a "termination fee." A copy of any such agreement shall be provided by Seller to Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation within fifteen (15) days of the Parcel MapEffective Date. In such instance, Master CC&Rs Buyer shall assume such contract(s) at Closing for a period not to exceed twelve (12) months from and Condo CC&Rs;after Closing. (d) To Seller’s knowledgeThat (i) Seller has the capacity and requisite authority to enter into and carry out this Agreement and the transactions contemplated hereby and will provide evidence thereof to Buyer at Closing; (ii) Seller owns fee simple title to the Property subject to all matters of record; and (iii) no third party has any right to purchase all or any part of Property, except as will be shown on for Publix, pursuant to a Right of First Refusal set forth in the Title ReportPublix Lease, Survey Seller hereby agreeing to deliver the Publix waiver of such right to Buyer (or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting evidence of Publix waiver in accordance with the title, possession, use or occupancy terms of the PropertyPublix Lease) prior to the date of Closing a$ a condition precedent to the obligations of Buyer hereunder; (e) Except as otherwise expressly provided herein, Seller has shall not been served with any suits, proceedings, further encumber the Property or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatenedimprovements or personal property located thereon. Between the date of this Agreement and the earlier of the Closing date or the termination of this Agreement, which could materially and adversely affect the Property. Seller has shall not been served with voluntarily create any suits relating exception to title to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation Property other than in accordance with respect to any of the Leasessubsection l6(b) below; (f) To the best of Seller’s 's knowledge, Seller as of the date hereof, there is not in violation of any material lawno suit, ordinanceaction or arbitration, regulations, orders or legal or other requirements from any proceeding or governmental authorities concerning investigation, pending which materially and adversely affects the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement;. (g) To the best of Seller’s 's knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use as of the Property or constitute or cause a healthdate hereof, safety or environmental hazard on there exists at the Property or to any person who may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property is not in no violation of any applicable federal, state or local law, ordinance statute, ordinance, rule or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to regulating the presence, placementuse, generation, transportation, storage, release, treatment handling or disposal of any Hazardous Materials hazardous wastes, toxic, hazardous or other environmental conditions ondangerous substances or similar substances or materials defined as hazardous, attoxic or environmentally unsafe under any of the aforesaid laws, under statutes, ordinances, rules or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property.regulations; (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against No change in the Property or any portion thereof except for Seller’s processing manner of calculation of percentage rent will occur from the date of delivery of the Parcel Map and other permits and approvals concerning Pre-Closing Deliveries under Section 5 hereof, through the contemplated development date of Closing, except as expressly set forth in the PropertyLeases; and (i) Seller is not a party hereby agrees to indemnify, defend and hold harmless Buyer from and against any bankruptcy or similar proceedingand all claims, nor to Seller’s knowledgelosses, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date costs and the date of the Closing: (i) Seller will not enter into, amend or terminate any Service Contract that will bind Buyer or the Property after the Closing or any Lease, without expenses arising in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty unpaid sales lien owed to the State of inquiry. Seller represents that Xxxx Xxxxxx is Georgia Department of Revenue and based upon sales made during the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year from and after time the date of ClosingProperty was owned by Seller.

Representations and Covenants of Seller. Seller represents, warrants hereby makes the following representations and covenants to Buyer with regard to the Property, all of which representations and covenants shall be deemed remade as followsof Closing and shall survive the Closing for a period of twelve (12) months: (a) Seller is a limited liability company duly organized and validly existing under the laws As of the State date hereof, (i) Seller, to its knowledge, is not aware of Californiaand has received no building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); and (ii) Seller, to its knowledge, is not aware of and has received no notices of any action or governmental proceeding in eminent domain, or for a zoning change, which would affect the Property; and (iii) Seller to its knowledge, is not aware of any structural problems in the improvements constructed upon the Property and the interior and exterior structures are in good condition and repair; (b) As of the date hereof, there are no leases or rental agreements affecting the Property other than the Leases delivered by Seller has full power to carry out Buyer pursuant to subsection 5(a) above. The Leases delivered to Buyer and as identified on the transactions provided Rent Roll attached hereto and made a part hereof as Exhibit "E" (the "Rent Roll") are true and correct copies thereof, (except for in the Lease with Publix) are "triple net" and (except for the Lease with Publix) require the tenants thereunder to pay a pro rata share of taxes, insurance and common area expenses directly to Seller, as landlord under the Leases. Between the date hereof and the earlier of the Closing date or the termination of this Agreement, and Seller shall not amend, modify or terminate the execution and delivery Leases, or enter into new leases, of this Agreement by Seller and space at the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s partProperty, and this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller other than in accordance with its terms subject subsection 16(b) below. As of the date hereof, Seller is the holder of all of the landlord's right, title and interest in, to and under the effect Leases. Seller has not received, nor is Seller aware of, any claim from any tenant under the Leases alleging any type of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership default by the landlord under the Leases or similar laws demanding any work or judicial decisions relating to or affecting the rights of creditors generallypayment from landlord; (c) There is Except as may be disclosed in the Pre-Closing Deliveries, there are no agreement between persons employed by Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell connection with the Property or any portion thereof to a third party, (ii) grant or dedicate any part operation of the Property, and except as may be disclosed in the Pre-Closing Deliveries, there are no maintenance, advertising, management, leasing, employment, or service contracts affecting the Property that will be in effect at Closing unless expressly assumed in writing by Buyer. Otherwise, Seller shall terminate any such employee and any such contracts (iiinot expressly assumed by Buyer) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress at or other use with respect prior to any part of the PropertyClosing. Notwithstanding the foregoing, Seller shall not be required to terminate any such contract if such termination requires the payment by Seller of a "termination fee." A copy of any such agreement shall be provided by Seller to Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation within fifteen (15) days of the Parcel MapEffective Date. In such instance, Master CC&Rs Buyer shall assume such contract(s) at Closing for a period not to exceed twelve (12) months from and Condo CC&Rsafter Closing; (d) To Seller’s knowledgeThat (i) Seller has the capacity and requisite authority to enter into and carry out this Agreement and the transactions contemplated hereby and will provide evidence thereof to Buyer at Closing; (ii) Seller owns fee simple title to the Property subject to all matters of record; and (iii) no third party has any right to purchase all or any part of Property, except as will be shown on for Publix, pursuant to a Right of First Refusal set forth in the Title ReportPublix Lease, Survey Seller hereby agreeing to deliver the Publix waiver of such right to Buyer (or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting evidence of Publix waiver in accordance with the title, possession, use or occupancy terms of the PropertyPublix Lease) prior to the date of Closing as a condition precedent to the obligations of Buyer hereunder; (e) Except as otherwise expressly provided herein, Seller has shall not been served with any suits, proceedings, further encumber the Property or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatenedimprovements or personal property located thereon. Between the date of this Agreement and the earlier of the Closing date or the termination of this Agreement, which could materially and adversely affect the Property. Seller has shall not been served with voluntarily create any suits relating exception to title to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation Property other than in accordance with respect to any of the Leasessubsection 16(b) below; (f) To the best of Seller’s 's knowledge, Seller as of the date hereof, there is not in violation of any material lawno suit, ordinanceaction or arbitration, regulations, orders or legal or other requirements from any proceeding or governmental authorities concerning investigation, pending which materially and adversely affects the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement;. (g) To the best of Seller’s 's knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use as of the Property or constitute or cause a healthdate hereof, safety or environmental hazard on there exists at the Property or to any person who may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property is not in no violation of any applicable federal, state or local law, ordinance statute, ordinance, rule or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to regulating the presence, placementuse, generation, transportation, storage, release, treatment handling or disposal of any Hazardous Materials hazardous wastes, toxic, hazardous or other environmental conditions ondangerous substances or similar substances or materials defined as hazardous, attoxic or environmentally unsafe under any of the aforesaid laws, under statutes, ordinances, rules or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property.regulations; (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against No change in the Property or any portion thereof except for Seller’s processing manner of calculation of percentage rent will occur from the date of delivery of the Parcel Map and other permits and approvals concerning Pre-Closing Deliveries under Section 5 hereof, through the contemplated development date of Closing, except as expressly set forth in the PropertyLeases; and (i) Seller is not a party hereby agrees to indemnify, defend and hold harmless Buyer from and against any bankruptcy or similar proceedingand all claims, nor to Seller’s knowledgelosses, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date costs and the date of the Closing: (i) Seller will not enter into, amend or terminate any Service Contract that will bind Buyer or the Property after the Closing or any Lease, without expenses arising in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty unpaid sales lien owed to the State of inquiry. Seller represents that Xxxx Xxxxxx is Georgia Department of Revenue and based upon sales made during the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year from and after time the date of ClosingProperty was owned by Seller.

Representations and Covenants of Seller. Seller represents, warrants and covenants to Buyer as follows: (a) Seller is a limited liability company duly organized and validly existing under the laws of the State of California; (b) Seller has full power to carry out the transactions provided for in this Agreement, and the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s part, and this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms subject to the effect of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership or similar laws or judicial decisions relating to or affecting the rights of creditors generally; (c) There is no agreement between Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Property, or (iii) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress or other use with respect to any part of the Property. Notwithstanding the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Map and Master CC&Rs and Condo CC&Rs; (d) To Seller’s knowledge, except as will be shown on the Title Report, Survey or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy of the Property; (e) Seller has not been served with any suits, proceedings, or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatened, which could materially and adversely affect the Property. Seller has not been served with any suits relating to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation with respect to any of the Leases; (f) To Seller’s knowledge, Seller is not in violation of any material law, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement; (g) To Seller’s knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use of the Property or constitute or cause a health, safety or environmental hazard on the Property or to any person who may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to the presence, placement, generation, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property. (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against the Property or any portion thereof except for Seller’s processing of the Parcel Map and other permits and approvals concerning the contemplated development of the Property; and (i) Seller is not a party to any bankruptcy or similar proceeding, nor to Seller’s knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date and the date of the Closing: (i) Seller will not enter into, amend or terminate any Service Contract that will bind Buyer or the Property after the Closing or any Lease, without in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year from and after the date of Closing.

Representations and Covenants of Seller. Seller represents, warrants and covenants to Buyer as follows: (a) Seller is a limited liability company trust duly organized and validly existing under the laws of the State of California; (b) Seller has full power to carry out the transactions provided for in this Agreement, and the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions transac­tions contemplated herein have been duly and validly authorized by all necessary action on Seller’s part, and this Agreement constitutes consti­tutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms subject to the effect of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangementrear­rangement, fraudulent transfer, receivership or similar laws or judicial decisions relating to or affecting the rights of creditors generally; (c) There is no agreement agree­ment between Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Property, or (iii) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress or other use with respect to any part of the Property. Notwithstanding the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Master CC&Rs and Condo CC&Rs; (d) To the best of Seller’s actual knowledge, except as will be shown on the Title Report, Survey or Rent Roll to be delivered to Buyer, there are no unrecorded unrecord­ed leaseholds, easements, vendor rights, liens, encumbrancesencumbranc­es, restrictions or other agreements affecting which may affect the title, possession, use or occupancy of the Property; (e) Seller has not been served with any suits, proceedingsproceed­ings, or judgments affecting the Property, nor to the best of Seller’s actual knowledge are any of the same threatened, which could materially and adversely affect the Property. Seller has not been served with any suits relating to the Leases and, to the best of Seller’s actual knowledge, there is no threatened or pending litigation with respect to any of the Leases; (f) To Seller’s knowledge, Seller is not in violation of any material law, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this AgreementAgree­ment, in which event the Xxxxxxx Money Money, together with all interest thereon, shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreementhereunder or on account hereof, except for those which by the provisions of this Agreement are expressly stated to survive or exist occur at termination of this Agreement; (g) To Seller’s knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use The copies of the Property Documents delivered and to be delivered are true and correct and there are no written or constitute oral amendments or cause a health, safety or environmental hazard on the Property or to any person who may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property modifications thereto and no default has occurred and is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to the presence, placement, generation, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property.continuing thereunder; (h) To the best of Seller’s actual knowledge, there are Seller has received no pending written notification from any governmental authority that (x) all or contemplated condemnation, rezoning or other proceedings against the Property or any some portion thereof except for Seller’s processing of the Parcel Map and other permits and approvals concerning the contemplated development of the Property; and (i) Seller is not a party to any bankruptcy or similar proceeding, nor to Seller’s knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date Land and the date of the Closing: (i) Seller will not enter into, amend or terminate Improvements violates any Service Contract that will bind Buyer or the Property after the Closing or any Lease, without in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases Environmental Laws (as hereafter hereinafter defined); or (y) any Hazardous Substances (as hereinafter defined) Buyer’s consent may be withheld are present upon the Land and the Improvements in its sole discretion; violation of any Environmental Laws (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00as hereinafter defined). References in this Agreement to matters known As used herein, “To Seller’s knowledgeHazardous Substances” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledgemeans all hazardous or toxic materials, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year from and after the date of Closing.substances, pollutants,

Representations and Covenants of Seller. Seller represents, warrants and covenants to Buyer as follows: (a) Seller hereby covenants and agrees with Buyer that, during the period from the Effective Date of this Agreement to the Closing Date, Seller shall conduct its business only in the ordinary and usual course, consistent with past practices subject, however, to the terms of the Interim Consulting Agreement. Without limiting the generality of the foregoing, Seller shall, to the extent practicable, keep available the services of its Key Management Employees (as said term is defined in the Interim Consulting Agreement), and take no affirmative action to materially, adversely affect its relationships with regulatory entities. (b) Seller hereby covenants and agrees with Buyer that, during the period from the Effective Date of this Agreement to the Closing Date, subject, however, to the terms of the Interim Consulting Agreement, it shall not: (i) Amend, supplement or otherwise alter, in any material, adverse respect, any contracts or relationships with providers; (ii) Enter into any contract or engage in any transaction with respect to the Center, except as may otherwise be permitted by the terms of the Interim Consulting Agreement and/or assumed or consented to by Insight in writing; (iii) Make any change in its accounting practices; (iv) Enter into any contract that would cause any of its representations and warranties contained in the Asset Purchase Agreement to be untrue, in any material respect, except if and to the extent entered into by Insight, on behalf of Seller or in any other capacity pursuant to, and/or during the term of, the Interim Consulting Agreement; and (v) Take any action prior to the Closing which would disqualify Seller as the owner and operator of the Center or, in any material way, prejudice or delay approval of the CON Application; provided, however, that the foregoing shall not be applicable with respect to all delays and/or disqualifications caused and/or resulting from any information and/or report furnished, in good faith, by the Seller to any regulatory agency and/or authority requesting the same. (c) Seller represents and warrants to Buyer that, except as set forth on any Schedule annexed hereto, the following are true and correct, in all material respects, as of the date hereof: (i) Seller is a limited liability company corporation, duly organized and organized, validly existing and in good standing under the laws of the State of CaliforniaNew York, and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business asnow being conducted. Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (bii) The execution and delivery by Seller has full power of this Agreement and the other documents referred to carry out the transactions provided for in this Agreementherein, and the execution and delivery of this Agreement by Seller and the consummation performance by Seller of the transactions contemplated herein hereby and thereby, have been duly and validly authorized by all necessary action on Seller’s partcorporate action, and except as otherwise set forth herein, no further action or approval, corporate or otherwise, is required in order to constitute this Agreement constitutes a and each other document to be executed and delivered pursuant to the terms hereof, as valid and legally binding obligation obligations of Seller, enforceable against Seller in accordance with its terms subject to the effect of liquidationterms, rehabilitation, conservatorship, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership moratorium or similar laws, and except that of the remedy of specific performance and any other equitable relief, which may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) Neither the execution, delivery or performance of this Agreement by Seller, nor Seller's consummation of the transactions contemplated hereby, will (with or without notice or the passage of time, or both) result in: (i) a conflict with, or a breach or violation of, the certificate of incorporation or by-laws of Seller; (ii) the creation of any lien on the Center or judicial decisions relating any of the Medical Assets; or (iii) a breach or violation of, or liability under, any of the terms or provisions of, or constitute a default pursuant to, any material contract, covenant or agreement to which Seller is a party or by which Seller, the Center or any of the Medical Assets is bound, or any judgment, law, rule, regulation or ordinance to which Seller, the Center or any of the Medical Assets is subject. Except as otherwise set forth herein, no governmental or other authorization, approval, order, consent or waiting period that has not been complied with by Seller prior to the date hereof, is or was required in connection with the execution, delivery, and performance of this Agreement by Seller; (iv) On the Closing Date, Seller will be transferring to Buyer all of its right, title, and interest in and to all of the Medical Assets, free and clear of all liens, claims and/or encumbrances, other than the Permitted Liens; (v) Except as set forth on Schedule 7(c)(v) annexed hereto and made a part hereof, to the best of Seller's knowledge and belief, no action, suit, litigation, claim, investigation or proceeding, whether legal or administrative or in mediation or arbitration, is pending or, to the best of Seller's knowledge and belief, threatened, at law or in equity or admiralty, before or by any court or Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, against or affecting the rights Seller, the Medical Assets, the Center or the transactions contemplated hereby. Seller is not in default, in any material respect, with respect to any order, writ or decree of creditors generallyany court or any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality relating to the Center or the Medical Assets; (cvi) There The CON is in full force and effect; and, to the best of Seller's knowledge, there are no agreement agreements between Seller and any third party under which Seller or its successors (other than as set forth in interest is or could become obligated to (ithe Transaction Documents) sell that restricts the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Property, or (iii) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress or other use with respect to any part of the Property. Notwithstanding the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Master CC&Rs and Condo CC&Rs; (d) To Seller’s knowledge, except as will be shown on the Title Report, Survey or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy of the Property; (e) Seller has not been served with any suitsCenter, proceedings, or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatened, which could materially and adversely affect the Property. Seller has not been served with any suits relating to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation with respect to any of the Leases; (f) To Seller’s knowledge, Seller is not in violation of any material lawrespect, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement; (g) To Seller’s knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use of the Property or constitute or cause a health, safety or environmental hazard on the Property or to any person who may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to the presence, placement, generation, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property. (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against the Property or any portion thereof except for Seller’s processing of the Parcel Map and other permits and approvals concerning the contemplated development of the Propertyas an Article 28 Ambulatory Surgery Center; and (ivii) Seller is not a party to any bankruptcy To the best of Seller's knowledge and belief, no representation or similar proceeding, nor to Seller’s knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date and the date of the Closing: (i) Seller will not enter into, amend or terminate any Service Contract that will bind Buyer or the Property after the Closing or any Lease, without in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee warranty of Seller most knowledgeable about the Property. The foregoing representations shall survive for contained herein or in any Schedule annexed hereto, contains any untrue statement of a period of one (1) year from and after the date of Closingmaterial fact.

Representations and Covenants of Seller. Seller represents, warrants hereby makes the following representations and covenants to Buyer with regard to the Property, all of which representations and covenants shall be deemed remade as followsof Closing and shall survive the Closing for a period of twelve (12) months: (a) Seller is a limited liability company duly organized and validly existing under the laws As of the State date hereof, (i) Seller, to its knowledge, is not aware of California;and has received no written building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); and (ii) Seller, to its knowledge, is not aware of and has received no written notices of any action or governmental proceeding in eminent domain, or for a zoning change, which would affect the Property; and (iii) Seller to its knowledge, is not aware of any structural problems in the improvements constructed upon the Property. (b) Seller has full power to carry out As of the transactions provided for in this Agreementdate hereof, and there are no leases or rental agreements affecting the execution and delivery of this Agreement Property other than the Leases delivered by Seller and the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s part, and this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms subject to the effect of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership or similar laws or judicial decisions relating Buyer pursuant to or affecting the rights of creditors generally; (csubsection 5(a) There is no agreement between Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Property, or (iii) above. The Leases do not grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress tenant a right to purchase all or other use with respect to any part of the Property. Notwithstanding Between the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads date hereof and the like earlier of the Closing date or the termination of this Agreement, Seller shall not amend, modify or terminate the Leases, or enter into new leases, of space at the Property, other than in accordance with subsection16(b) below. As of the date hereof, Seller is the holder of all of the landlord’s right, title and interest in, to and under the Leases. To the best of Seller’s knowledge, Seller has not received, nor is Seller aware of, any claim from any tenant under the Leases alleging any type of uncured default by the landlord under the Leases or demanding any work or payment from landlord. (c) Except as required or contemplated may be disclosed in the Pre-Closing Deliveries, there are no persons employed by Seller in connection with the recordation operation of the Parcel MapProperty, Master CC&Rs and Condo CC&Rs;except as may be disclosed in the Pre-Closing Deliveries, there are no maintenance, advertising, management, leasing, employment, or service contracts affecting the Property that will be in effect at Closing unless expressly assumed in writing by Buyer. Otherwise, Seller shall terminate any such employee and any such contracts (not expressly assumed by Buyer) at or prior to Closing. (d) To Seller’s knowledge, except as That (i) Seller has the capacity and requisite authority to enter into and carry out this Agreement and the transactions contemplated hereby and will be shown on provide evidence thereof to Buyer at Closing; (ii) Seller owns fee simple title to the Title Report, Survey Property subject to all matters of record; and (iii) no third party has any right to purchase all or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy any part of the Property;. (e) Except as otherwise expressly provided herein, Seller has shall not been served with any suits, proceedings, further encumber the Property or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatenedimprovements or personal property located thereon. Between the date of this Agreement and the earlier of the Closing date or the termination of this Agreement, which could materially and adversely affect the Property. Seller has shall not been served with voluntarily create any suits relating exception to title to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation Property other than in accordance with respect to any of the Leases;subsection 16(b) below. (f) To the best of Seller’s knowledge, Seller as of the date hereof, there is not in violation of any material lawno suit, ordinanceaction or arbitration, regulations, orders or legal or other requirements from any proceeding or governmental authorities concerning investigation, pending which materially and adversely affects the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement;. (g) To the best of Seller’s knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material, which could presently or at any time in the future cause a detriment to or impair the value or beneficial use as of the Property or constitute or cause a healthdate hereof, safety or environmental hazard on there exists at the Property or to any person who may enter on the Property or which may require remediation at the behest of any governmental authority (collectively “Hazardous Materials”). To Seller’s knowledge, the ownership, operation, use or condition of the Property is not in no violation of any applicable federal, state or local law, ordinance statute, ordinance, rule or regulation relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to regulating the presence, placementuse, generation, transportation, storage, release, treatment handling or disposal of any Hazardous Materials hazardous wastes, toxic, hazardous or other environmental conditions ondangerous substances or similar substances or materials defined as hazardous, attoxic or environmentally unsafe under any of the aforesaid laws, under statutes, ordinances, rules or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Propertyregulations. (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against No change in the Property or any portion thereof except for Seller’s processing manner of calculation of percentage rent will occur from the date of delivery of the Parcel Map and other permits and approvals concerning Pre-Closing Deliveries under Section 5 hereof, through the contemplated development date of Closing, except as expressly set forth in the Property; andLeases. (i) Seller is not a party hereby agrees to indemnify, defend and hold harmless Buyer from and against any and all claims, losses, costs and expenses arising in regard to any bankruptcy or similar proceeding, nor unpaid sales lien owed to the State of Georgia Department of Revenue and based upon sales made during the period of time the Property was owned by Seller. “Seller’s knowledge,” is hereby defined as the knowledge of Xxxxxxx Xxxxx, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date and the date manager of the Closing: (i) Seller will not enter intoProperty, amend or terminate any Service Contract that will bind Buyer or the Property after the Closing or any Leaseand Xxxxxx X. Xxxxxxxxxx, without in each case the prior express written consent President of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year from and after the date of ClosingSDB.

Representations and Covenants of Seller. The Seller representshereby makes the following representations, warrants warranties, and covenants to Buyer Purchaser as follows:of the date hereof, each of which is material to and is relied upon by Purchaser (a) A. Seller is a limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws of the State of California;Delaware and has full authority to conduct its business and to own and lease the Project. Seller is authorized to conduct business in all jurisdictions where the nature of its business requires such authorization. (b) B. Subject to the Ground Lessor Consent and Waiver and the Lender's Consent, Seller has full the right, power and authority to carry out the transactions provided for in enter into this Agreement and all documents now or hereafter to be executed and delivered by Seller under this Agreement, and the execution and delivery of carry out its obligations arising under this Agreement by Seller and other such documents and to transfer and convey the Project in accordance with the terms and conditions hereof without the consent of any other party, and the consummation by Seller of the transactions contemplated herein hereby will not violate any laws or any agreements or obligations by which Seller is bound. This Agreement and all documents now or hereafter to be executed and delivered by Seller under this Agreement have been duly authorized, executed and validly authorized delivered by all necessary action on the part of the Seller’s part, and this Agreement constitutes a the valid and legally binding obligation agreements of Seller, the Seller and are enforceable against Seller in accordance with its terms subject to their terms. C. Except as set forth in the effect Article XVII of liquidationthe Ground Lease, rehabilitationthere are no recorded or unrecorded contracts, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership agreements (written or similar laws or judicial decisions relating oral) and/or options pertaining to or affecting the rights sale of creditors generally;the Project, or any part thereof. (c) D. There is no agreement between Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Propertynot now pending, or (iii) grant to Seller's knowledge threatened, any easementaction, water rights, rights-of-way, roads, licenses, ingress, egress or other use with respect to any part of the Property. Notwithstanding the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Master CC&Rs and Condo CC&Rs; (d) To Seller’s knowledge, except as will be shown on the Title Report, Survey or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting the title, possession, use or occupancy of the Property; (e) Seller has not been served with any suits, proceedingssuit, or judgments affecting the Property, nor to Seller’s knowledge are any of the same threatened, which could materially and adversely affect the Property. Seller has not been served with any suits relating to the Leases and, to Seller’s knowledge, there is no threatened or pending litigation with respect to any of the Leases; proceeding (f) To Seller’s knowledge, Seller is not in violation of any material law, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreement, except for those which by the provisions of this Agreement are expressly stated to survive or exist at termination of this Agreement; (g) To Seller’s knowledge, the Property, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, condemnation or similar proceedings) before any radioactive substancecourt or governmental agency or body whatsoever which would materially and adversely affect the operation or value of the Project or the operation thereof. E. The Rent Roll correctly and completely lists all Tenant Leases and shows the name of such tenant, hydrocarbonsthe size of the rented space, industrial solventsthe commencement date and expiration date of each such Tenant Lease, metalsthe rent payable under each such Tenant Lease and the date of each such Tenant Lease. F. The Rent Roll also contains a list of all current rental delinquencies under the Leases as of the date set forth therein. Seller agrees to provide to Purchaser an updated list of rental delinquencies at Closing which shall be certified by Seller as true, flammable materialscorrect and complete in all material respects. G. Except for security deposits placed with the Seller under the Tenant Leases, explosives a list of which is included on the Rent Roll, to the best of Seller's knowledge, none of the tenants has paid to the Seller any rent or other hazardous substance charge of any nature under its Lease or toxic materialotherwise relating to the Project for a period of more than thirty (30) days in advance, which could presently except for the Embassy of Burundi. H. To the extent Seller is obligated to perform any work or at provide any time in the future cause a detriment to or impair the value or beneficial use tenant allowances under any of the Property or constitute or cause a healthTenant Leases, safety or environmental hazard on Seller has performed such work and provided such tenant allowances which have accrued as of the Property or to Effective Date under the Tenant Leases. I. To the best of Seller's knowledge, there are no existing structural defects in any person who may enter on the Property or which may require remediation Improvements at the behest Project. J. Except as discharged, Seller has performed or paid all obligations (including, without limitation, performance of any governmental authority (collectively “Hazardous Materials”all work and payment of all work and other tenant allowances). To Seller’s knowledge, the ownership, operation, use required to be performed or condition paid by it under each of the Property Tenant Leases and is not in violation default of any federalof its obligations under any of the Tenant Leases, state or local law, ordinance or regulation relating saving and excepting for certain disputes between Theodore's and Seller regarding the HVAC equipment in Theodore's demised premises and certain damage to industrial hygiene, Hazardous Materials or environmental protectionTheodore's demised premise due to such HVAC equipment. K. Attached hereto as Exhibit E are true and correct copies of all documents evidencing and securing the Existing Debt. Seller has not received a written notice from the Lender that Seller is in breach of any of its obligations under such documents and, to the best of Seller's knowledge, no other party is in breach of its obligations under such documents. L. To the best of Seller's knowledge, a true and accurate photocopy of the Ground Lease is attached hereto and made a part hereof as Exhibit F. The Ground Lease is in full force and effect and there is no action or given proceeding instituted, or to the best of Seller's knowledge, threatened, against Seller affecting Seller's interest as lessee under the Ground Lease. Seller, to the best of Seller's knowledge, is not in breach of its obligations under the Ground Lease and, to the best of Seller's knowledge, no other party is in breach of its obligations under the Ground Lease. M. Attached hereto as Exhibit G is a complete schedule of all operating and maintenance agreements and service contracts ("SERVICE CONTRACTS") for the Improved Real Estate which list includes the names of the contracting parties, the dates of the Service Contracts and a listing of all amendments to such Service Contracts, Seller, to the best of Seller's knowledge, is not in breach of any of its obligations under any of the Service Contracts. To the best of Seller's knowledge, no other party is in breach of any of its obligations under any of the Service Contracts. Seller shall assign all Service Contracts to Purchaser unless Purchaser requests that Seller terminate any or all Service Contracts. Seller shall terminate any Service Contracts that Purchaser requests Seller to terminate at Seller's expense on or before the Closing, provided that such Service Contracts can be terminated and Purchaser has requested such termination prior to the expiration of the Study Period. In addition, Seller shall terminate that certain management agreement between Seller and Zalco Realty Incorporated at Seller's expense on or before the Closing. N. All brokerage commissions due and payable with respect to the Tenant Leases have been paid by Seller and none are, or will be, due, payable and owing as of the Closing. O. Seller is not a foreign person within the meaning of Section 1445 of the IRC or any regulations promulgated thereunder. P. To the best of Seller's knowledge, there is not now pending nor is there any proposed proceeding for the rezoning of the Improved Real Estate or any portion thereof. Seller has not received any written notice from any governmental authority that any zoning, subdivision, environmental, hazardous waste, building code, health, fire, safety or other law, order, ordinance or regulation is violated by the continued maintenance, operation or use of the Improved Real Estate, including, without limitation, any Improvements located thereon or any parking areas. Q. The Seller, to the best of its knowledge, has paid all amounts that are due and payable, and has performed all of its obligations to the extent Seller's performance currently is due, under all of the covenants, conditions, restrictions, rights-of-way and easements constituting the Permitted Exceptions for the Improved Real Estate. R. There are no contracts currently in effect (i) for the sale, exchange or transfer of the Improved Real Estate or any portion thereof, or (ii) for the sale, exchange or transfer of any of the membership interests in Seller. S. Seller has filed or extended the time period to file all reports and returns required to be filed with respect to all taxes or other amounts assessed by any governmental authorities and has paid all such taxes and other amounts and all penalties or interest thereon. T. Except as set forth in the Environmental Report, Seller has no knowledge: (a) of the presence of any "Hazardous Substances" (as defined below) on the Project, or any portion thereof, or, (b) of any spills, releases, discharges, or disposals of Hazardous Substances that have occurred or are presently occurring on or onto the Project, or any portion thereof, or, (c) of the presence of any PCB transformers serving, or stored on, the Project, or any portion thereof, and Seller has no knowledge of any failure to comply with any applicable local, state and federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances (as used herein, "HAZARDOUS SUBSTANCES" shall mean any substance or material whose presence, nature, quantity or intensity of existence, use manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials is either: (1) potentially injurious to the public health, safety or welfare, the environment or the Project, (2) regulated, monitored or defined as a hazardous or toxic substance or waste by any governmental authority, or (3) a basis for liability of the owner of the Project to any governmental authority or other party third party, and Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude oil, or any notice products, by-products or other communication components thereof, and asbestos). Notwithstanding the foregoing, the Seller makes no representation or agreement relating in any way warranty with regard to the presence, placement, generation, transportationuse, storage, releasemanufacture, treatment release or disposal of any Hazardous Materials Substances that are generally recognized to be appropriate to normal and customary office and/or residential uses or other environmental conditions on, at, under or about relate to the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed of Hazardous Materials on, into, over, under or from the Property or transported any Hazardous Materials to, from or across the Property. (h) To Seller’s knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against the Property or any portion thereof except for Seller’s processing maintenance of the Parcel Map Project and other permits in either case are not in excess of any applicable legal limits provided for by the Environmental Laws and approvals concerning the contemplated development of the Property; and (i) Seller is not a party to any bankruptcy or similar proceeding, nor to Seller’s knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided hereinotherwise used in compliance with applicable Environmental Laws. (j) Between the Effective Date and the date of the Closing: (i) Seller will not enter into, amend or terminate any Service Contract that will bind Buyer or the Property after the Closing or any Lease, without in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion; (ii) Seller will maintain fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller most knowledgeable about the Property. The foregoing representations shall survive for a period of one (1) year from and after the date of Closing.

Representations and Covenants of Seller. Seller represents, warrants and covenants to Buyer as follows: (a) Seller is a limited liability company duly organized and validly existing under the laws of the State of CaliforniaArizona; (b) Seller has full power to carry out the transactions provided for in this Agreement, and the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all necessary action on Seller’s part, and this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms subject to the effect of liquidation, rehabilitation, conservatorship, bankruptcy, insolvency, moratorium, reorganization, rearrangement, fraudulent transfer, receivership or similar laws or judicial decisions relating to or affecting the rights of creditors generally; (c) There is no agreement between Seller and any third party under which Seller or its successors in interest is or could become obligated to (i) sell the Property or any portion thereof to a third party, (ii) grant or dedicate any part of the Property, or (iii) grant any easement, water rights, rights-of-way, roads, licenses, ingress, egress or other use with respect to any part of the Property. Notwithstanding the foregoing, Buyer acknowledges that Seller will be entitled to dedicate or grant easements for public utilities, roads and the like as required or contemplated in connection with the recordation of the Parcel Map, Master CC&Rs and Condo CC&Rs; (d) To Seller’s actual knowledge, except as will be shown on the Title Report, Survey Commitment or Rent Roll to be delivered to Buyer, there are no unrecorded leaseholds, easements, vendor rights, liens, encumbrances, restrictions or other agreements affecting which may affect the title, possession, use or occupancy of the Property; (e) Seller has not been served with any suits, proceedings, or judgments affecting the Property, nor to Seller’s actual knowledge are any of the same threatened, which could materially and adversely affect the Property. Seller has not been served with any suits relating to the Leases and, to Seller’s actual knowledge, there is no threatened or pending litigation with respect to any of the Leases; (f) To Seller’s actual knowledge, Seller is not in violation of any material law, ordinance, regulations, orders or other requirements from any governmental authorities concerning the Property; Seller has received no written notice of violation of any laws, ordinances, regulations, orders or other requirements from any governmental authorities concerning the Property. In the event Seller receives any such notices or becomes aware of any such violation prior to Closing, Seller shall so notify Buyer in writing, and if Seller is unable to cure such violation within a reasonable time, Buyer may, at its option, terminate this AgreementAgreement and the Escrow, in which event the Xxxxxxx Money Money, together with all interest thereon, shall be returned to Buyer and neither party shall have any further rights or obligations to the other under this Agreementhereunder or on account hereof, except for those which by the provisions of this Agreement are expressly stated to survive or exist occur at termination of this Agreement; (g) To Seller’s actual knowledge, and except as may be set forth in the PropertyPhase I Environmental Site Assessment obtained by or delivered to Buyer: (i) no hazardous waste, including subsurface soil and ground water, does not contain and has never contained any substance, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives toxic materials or other hazardous substance substances the production, storage, disposal, collection or toxic material, treatment of which could presently or at any time in the future cause a detriment to or impair the value or beneficial use of the Property or constitute or cause a health, safety or environmental hazard on the Property or to any person who may enter on the Property or which may require remediation at the behest of is regulated by any governmental authority authorities because of their hazardous, toxic or dangerous nature (collectively “Hazardous Materials”)) were in any material amount deposited, discharged, placed, stored, collected, disposed of or released into the environment at, on or under the Property, and (ii) there has been no contamination at the Property which would constitute a violation of any applicable law or create any liability for a clean-up of the Property. To Seller’s knowledgeactual knowledge except as may be set forth in the Phase I Environmental Site Assessment delivered to or obtained by Seller:, the ownershipthere are no investigations, operation, use inquiries or condition of the Property is not in violation of other proceedings by any federal, state or local law, ordinance or regulation governmental authorities relating to industrial hygiene, Hazardous Materials or environmental protection. Seller has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to the presence, placement, generation, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about the Property. Neither Seller, nor to Seller’s knowledge, any other person has generated, manufactured, stored, treated or disposed presence of Hazardous Materials onon the Property, into, over, under the migration of Hazardous Materials from or from to the Property or transported any otherwise respecting Hazardous Materials to, from or across in connection with the Property.; (h) To Seller’s ’ actual knowledge, there are no pending or contemplated condemnation, rezoning or other proceedings against the Property or any portion thereof except for Seller’s processing of the Parcel Map and other permits and approvals concerning the contemplated development of the Propertythereof; and (i) Seller is not a party to any bankruptcy or similar proceeding, nor to Seller’s actual knowledge, are there any other matters pending which would adversely affect Seller’s ability to sell the Property as provided herein. (j) Between the Effective Date and the date of the ClosingClosing Date: (i) Seller will not enter into, commit any default under any of the Leases or any of the Service Contracts; (ii) Seller will not amend or terminate cancel any Service Contract that or any Lease except for nonpayment of rent, will bind Buyer not renew or extend any Service Contract or Lease , and will not enter into any new lease or new service contract for all or any part of the Property after (other than any Lease or Service Contract pending as of the Closing Effective Date, which such pending Leases or any LeaseService Contracts as of the date hereof are set forth on Schedule 11.3), without in each case the prior express written consent of Buyer, which consent will not be unreasonably withheld or delayed; provided, however, with respect to Major Leases (as hereafter defined) Buyer’s consent may be withheld in its sole discretion;and (iiiv) Seller will maintain current fire and extended coverage casualty insurance in force with respect to the Project in an amount equal to the full replacement cost date of the Project, with a deductible amount not exceeding Ten Thousand Dollars ($10,000.00). References in this Agreement to matters known “To Seller’s knowledge” and words of similar import shall mean and refer to matters actually known to Xxxx Xxxxxx without regard to any imputed knowledge, constructive knowledge or duty of inquiry. Seller represents that Xxxx Xxxxxx is the employee of Seller most knowledgeable about the PropertyClosing. The foregoing representations shall be true as of the date hereof and as of the date of Closing and shall survive the Closing for a period of one six (16) year from and after the date of Closingcalendar months.