Common use of Seller’s Warranties and Representations Clause in Contracts

Seller’s Warranties and Representations. Seller hereby makes the following representations and warranties to Buyer which, subject to the limitations set forth in this Agreement, shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. (a) Seller is a limited liability company, duly existing and organized under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound. (b) Seller is the landlord under the Tenant Occupancy Leases, a true and complete list of which is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases and, to Seller’s knowledge, there are no defaults of any tenants under the Tenant Occupancy Leases; other than as set forth in the schedule attached hereto as EXHIBIT Q, there are no outstanding leasing commissions, or tenant improvement allowances; Seller has not received any written notice from any tenant of any default of Seller under the tenant’s Tenant Occupancy Lease or an intent by the tenant to terminate its Lease. Except for the Tenant Occupancy Leases listed on EXHIBIT J, there are no leases, licenses or occupancy agreements affecting the Property. (c) Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code Section 1445 and any related regulations. (d) Seller has not received any written notice addressed to Seller that the condition of the Property is in violation of any laws or regulations or the requirements of any insurance underwriters or policies, and Seller has not been served or received written notice addressed to Seller that Seller or the Property is a defendant in, or subject to, any litigation the outcome of which could have a material adverse affect on the ownership or operation of the Property. (e) With respect to the possible presence in or under the Land or the Improvements of Hazardous Materials, Seller is aware of the information set forth in the documents listed in EXHIBIT K, complete copies of which documents have been made available to Buyer for its review. The documents set forth in EXHIBIT K include all of the environment reports and studies commissioned by Seller. (f) The contracts listed on EXHIBIT F are all of the contracts entered into or assumed by or on behalf of Seller and relating to the Property and in effect as of the Effective Date and which will be binding on Buyer or the Property after Closing and Seller has made available to Buyer for inspection complete copies or originals of such contracts. (g) Seller is not contemplating any bankruptcy proceedings for Seller.

Seller’s Warranties and Representations. Seller 4.1 SELLER hereby makes reaffirms the following truth, accuracy and completeness of the representations and warranties to Buyer which, subject to the limitations set forth in this Agreement, shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. (a) Seller is a limited liability company, duly existing and organized under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound. (b) Seller is the landlord under the Tenant Occupancy Leases, a true and complete list of which is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases and, to Seller’s knowledge, there are no defaults of any tenants under the Tenant Occupancy Leases; other than as SELLER set forth in the schedule attached hereto as EXHIBIT QSovran Lease with respect to its status and authority, there which representations and warranties are no outstanding leasing commissionsnow true, shall remain true from the date hereof through and including the Closing Date and are hereby incorporated into this Agreement. 4.2 In the event that SELLER (or tenant improvement allowances; Seller has not received any person or entity comprising SELLER) learns that any of the representations and warranties contained in or referred to in the Sovran Lease with respect to SELLER’s status and authority which survived the Commencement Date and/or this Agreement is or will become inaccurate, SELLER shall give immediate detailed written notice from any tenant of any default of Seller under the tenant’s Tenant Occupancy Lease or an intent by the tenant thereto to terminate its Lease. Except for the Tenant Occupancy Leases listed on EXHIBIT J, there are no leases, licenses or occupancy agreements affecting the PropertyPURCHASER. (c) Seller is not a foreign person4.3 If any representation or warranty of SELLER herein with respect to status and authority becomes untrue or materially inaccurate prior to Closing, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in PURCHASER may terminate the Internal Revenue Code Section 1445 Sovran Lease and any related regulations. (d) Seller has not received any this Agreement upon written notice addressed to Seller that the condition of the Property is in violation of any laws or regulations or the requirements of any insurance underwriters or policiesSELLER, and Seller has not been served if any such representation or received written notice addressed to Seller that Seller warranty is untrue or the Property is a defendant in, or subject to, any litigation the outcome of which could have a material adverse affect on the ownership or operation of the Property. (e) With respect to the possible presence in or under the Land or the Improvements of Hazardous Materials, Seller is aware of the information set forth in the documents listed in EXHIBIT K, complete copies of which documents have been made available to Buyer for its review. The documents set forth in EXHIBIT K include all of the environment reports and studies commissioned by Seller. (f) The contracts listed on EXHIBIT F are all of the contracts entered into or assumed by or on behalf of Seller and relating to the Property and in effect materially inaccurate as of the Effective Date date that SELLER executed the Sovran Lease or becomes untrue or materially inaccurate through an act or omission of any of the persons or entities comprising SELLER, PURCHASER may terminate the Sovran Lease and which will this Agreement upon written notice to SELLER, and may recover from SELLER, and SELLER shall be binding on Buyer or obligated to pay PURCHASER, all documented costs and expenses (including attorneys’ fees) incurred by PURCHASER in connection with the Property after Sovran Lease and this Agreement consistent with Section 10.2 of this Agreement. 4.4 SELLER’s representations and warranties shall survive the Closing and Seller has made available to Buyer the delivery of the Deed for inspection complete copies or originals a period of such contractstwelve (12) months from the Closing Date . (g) Seller is not contemplating any bankruptcy proceedings for Seller.

Seller’s Warranties and Representations. Seller hereby makes warrants and represents the following representations and warranties to Buyer which, subject to the limitations set forth in this Agreement, shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer.following: (a) Seller is a limited liability company, duly existing the legal and organized under the laws beneficial owner and holder of the State Participation Interest. (b) Seller has the right, power, legal capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. This Agreement has been duly and validly executed and delivered by Seller, constituted the valid, legal and binding agreement of Delaware Seller, and is enforceable against Seller in accordance with its terms. No approval of any person or entity is required for the execution of this agreement by Seller or the consummation of any of the transactions contemplated under this agreement. (c) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound. (b) Seller is the landlord under the Tenant Occupancy Leases, a true and complete list of which is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases and, to Seller’s knowledge, there are no defaults of any tenants under the Tenant Occupancy Leases; other than as set forth in the schedule attached hereto as EXHIBIT Q, there are no outstanding leasing commissions, or tenant improvement allowances; Seller has not received any written notice from any tenant of any default of Seller under the tenant’s Tenant Occupancy Lease or an intent by the tenant to terminate its Lease. Except for the Tenant Occupancy Leases listed on EXHIBIT J, there are no leases, licenses or occupancy agreements affecting the Property. (c) Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code Section 1445 and any related regulationsAlabama. (d) No claim or defense exists as to any of the Participation Interest referenced herein, which would defeat Purchaser’s right to purchase the Participation Interest. Seller has not received any written notice addressed to Seller that the condition made no prior pledge, sale or assignment of the Property is in violation of any laws or regulations or the requirements of any insurance underwriters or policies, and Seller has not been served or received written notice addressed to Seller that Seller or the Property is a defendant in, or subject to, any litigation the outcome of which could have a material adverse affect on the ownership or operation of the PropertyParticipation Interest. (e) With Purchaser has made no representations, guarantees or assurances whatsoever as to the expected or projected profitability, return, success, performance result, effect, consequence or benefit (whether legal, regulatory, tax, financial, accounting, or otherwise) of the sale hereunder. Seller will be relying upon its own judgment and its own advisors with respect to the possible presence in or under sale hereunder and Seller has not sought and is not relying on any information provided by Purchaser as a courtesy to Seller with respect to the Land or sale hereunder. All terms of, and the Improvements of Hazardous Materials, Seller is aware of the information set forth in the documents listed in EXHIBIT K, complete copies of which documents documentation evidencing this Agreement have been made available to Buyer for its review. The documents set forth in EXHIBIT K include all the result of arm’s length negotiations between the environment reports and studies commissioned by Sellerparties. (f) The contracts listed Participation Interest is eligible under this Agreement for purchase on EXHIBIT F the Transfer Date. All representations and warranties contained herein or otherwise made in writing pursuant hereto are all of the contracts entered into or assumed by or on behalf of Seller now true and relating to the Property correct and in effect shall be true and correct as of the Effective Transfer Date with the same force and which will be binding on Buyer or effect as though made at such time. All of said representations and warranties shall survive the Property after Closing and Seller has made available to Buyer for inspection complete copies or originals consummation of such contractsthe transaction contemplated hereby. (g) Seller is not contemplating any bankruptcy proceedings for Seller.

Seller’s Warranties and Representations. Seller 4.1 SELLER hereby makes reaffirms the following truth, accuracy and completeness of the representations and warranties to Buyer which, subject to the limitations set forth in this Agreement, shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. (a) Seller is a limited liability company, duly existing and organized under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound. (b) Seller is the landlord under the Tenant Occupancy Leases, a true and complete list of which is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases and, to Seller’s knowledge, there are no defaults of any tenants under the Tenant Occupancy Leases; other than as SELLER set forth in the schedule attached hereto as EXHIBIT QSovran Lease with respect to its status and authority, there which representations and warranties are no outstanding leasing commissionsnow true, shall remain true from the date hereof through and including the Closing Date and are hereby incorporated into this Agreement. 4.2 In the event that SELLER learns that any of the representations and warranties contained in or tenant improvement allowances; Seller has not received any referred to in the Sovran Lease with respect to SELLER’s status and authority which survived the Commencement Date and/or this Agreement is or will become inaccurate, SELLER shall give immediate detailed written notice from any tenant of any default of Seller under the tenant’s Tenant Occupancy Lease or an intent by the tenant thereto to terminate its Lease. Except for the Tenant Occupancy Leases listed on EXHIBIT J, there are no leases, licenses or occupancy agreements affecting the PropertyPURCHASER. (c) Seller is not a foreign person4.3 If any representation or warranty of SELLER herein with respect to status and authority becomes untrue or materially inaccurate prior to Closing, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in PURCHASER may terminate the Internal Revenue Code Section 1445 Sovran Lease and any related regulations. (d) Seller has not received any this Agreement upon written notice addressed to Seller that the condition of the Property is in violation of any laws or regulations or the requirements of any insurance underwriters or policiesSELLER, and Seller has not been served if any such representation or received written notice addressed to Seller that Seller warranty is untrue or the Property is a defendant in, or subject to, any litigation the outcome of which could have a material adverse affect on the ownership or operation of the Property. (e) With respect to the possible presence in or under the Land or the Improvements of Hazardous Materials, Seller is aware of the information set forth in the documents listed in EXHIBIT K, complete copies of which documents have been made available to Buyer for its review. The documents set forth in EXHIBIT K include all of the environment reports and studies commissioned by Seller. (f) The contracts listed on EXHIBIT F are all of the contracts entered into or assumed by or on behalf of Seller and relating to the Property and in effect materially inaccurate as of the Effective Date date that SELLER executed the Sovran Lease or becomes untrue or materially inaccurate through an act or omission of any of the persons or entities comprising SELLER, PURCHASER may terminate the Sovran Lease and which will this Agreement upon written notice to SELLER, and may recover from SELLER, and SELLER shall be binding on Buyer or obligated to pay PURCHASER, all documented costs and expenses (including attorneys’ fees) incurred by PURCHASER in connection with the Property after Sovran Lease and this Agreement consistent with Section 10.2 of this Agreement. 4.4 SELLER’s representations and warranties shall survive the Closing and Seller has made available to Buyer the delivery of the Deed for inspection complete copies or originals a period of such contractstwelve (12) months from the Closing Date. (g) Seller is not contemplating any bankruptcy proceedings for Seller.

Seller’s Warranties and Representations. Seller hereby makes represents and warrants that as of the following representations and warranties to Buyer which, subject Closing Date: a. That all known issues relating to the limitations set forth in this Agreementequipment , shall survive the close of Escrow Inventory, furniture, and the recording of the deed conveying the Property from Seller trade fixtures sold to Buyer, including those listed on “Exhibit A”, have been disclosed to Buyer. (a) Seller is a limited liability company, duly existing and organized under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound. (b) Seller is the landlord under the Tenant Occupancy Leases, a true and complete list of which is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases and, to Seller’s knowledge, b. That there are no defaults claims or causes of any tenants under action against the Tenant Occupancy Leases; other than as set forth in Business or the schedule attached hereto as EXHIBIT Q, there are no outstanding leasing commissionsAssets, or tenant improvement allowances; Seller has not received any written notice from any tenant claims or causes of any default action that may affect the ability of Seller under to convey good and clear title to all of the tenantAssets enumerated herein. To the extent the Assets are encumbered or pledged, those encumbrances or pledges will be released as of the Closing. c. All books and figures relative to the Business and shown to the Buyer are true, accurate and correct. Seller hereby acknowledges and agrees that notwithstanding the fact that Seller does not convey or transfer title to the financial information described in Paragraph 2(a) above, Seller, at Closing, shall delivered copies of each of the following, certified to be true and accurate by Seller’s Tenant Occupancy Lease or an intent by the tenant to terminate its Lease. Except certified public account: (i) Form 1120 of Seller for the Tenant Occupancy Leases listed on EXHIBIT Jtax years ending 2006, there are no leases2007 and 2008; (ii) Detailed year end income and loss statement of Seller for the tax years ending 2006, licenses or occupancy agreements affecting 2007 and 2008; and (iii) Detailed Balance Sheet and Reconciliation Summary of Seller for the Propertytax years ending 2006, 2007 and 2008. (c) d. Seller is not a foreign personin compliance with all applicable statutes, foreign corporationrules, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code Section 1445 regulations and any related regulations. (d) Seller has not received any written notice addressed to Seller that the condition of the Property is in violation of any laws or regulations or the requirements of any insurance underwriters federal, state or policieslocal agencies, and Seller has not been served timely filed such reports, data or received written notice addressed information where a failure to Seller that Seller or the Property is a defendant in, or subject to, any litigation the outcome of which could file timely would have a material adverse affect effect on the ownership Business or operation the Assets to be sold hereby. Seller warrants that any failure to comply, file or follow relevant requirements that precede the Closing Date and that later becomes apparent to either party will be rectified by Seller at Seller’s sole cost and expense. e. All employee salaries, benefits, or other paid compensation will be paid in full for work completed through Closing within 7 days of Closing. f. Seller agrees to satisfy all tax liabilities of the Property. (e) With respect to the possible presence in or under the Land or the Improvements of Hazardous Materials, Seller is aware of the information set forth in the documents listed in EXHIBIT K, complete copies of which documents have been made available to Buyer Business upon their due date for its review. The documents set forth in EXHIBIT K include all of the environment reports and studies commissioned by Seller. (f) The contracts listed on EXHIBIT F are all of the contracts entered into or assumed by or on behalf of Seller and relating to the Property and in effect ’s pro-rata share as of the Effective Date Closing Date. Seller agrees that it is alone responsible for all tax liabilities, regardless of nature, as to the Business for activity prior to Closing. Buyer will notify Seller within 15 days of its notification of any tax related claim for liabilities incurred before the Closing. Seller is holding Buyer harmless of all tax liabilities related to the Business occurring on or before the date of Closing. Seller will provide a “No Tax Due” statement from all applicable jurisdictions. g. Should any of the leases or contracts to be transferred hereunder be non-assignable by its terms, Seller will use commercially reasonable efforts to obtain consent of the lessor or party to a contract. For leases that are assigned, Buyer will assume the remainder of the lease and which will be binding on Buyer or the Property hold Seller harmless against any amounts due after Closing and Closing. Seller has made available right to void this contract if he cannot obtain a termination or assignment of this lease to Buyer for inspection complete copies or originals and/or a release of such contractsany personal guarantees related thereto. (g) h. At the Closing, Seller is not contemplating any bankruptcy proceedings for Sellerwill provide to Buyer copies of all leases, contracts, licenses, permits, employment contracts, purchase agreements and all other contracts, documents, files and records which are pertinent to this sale of the Assets and the Business.

Seller’s Warranties and Representations. Seller 4.1 SELLER hereby makes reaffirms the following truth, accuracy and completeness of the representations and warranties to Buyer which, subject to the limitations set forth in this Agreement, shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. (a) Seller is a limited liability company, duly existing and organized under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound. (b) Seller is the landlord under the Tenant Occupancy Leases, a true and complete list of which is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases and, to Seller’s knowledge, there are no defaults of any tenants under the Tenant Occupancy Leases; other than as SELLER set forth in the schedule attached hereto as EXHIBIT QSovran Lease with respect to its status and authority, there which representations and warranties are no outstanding leasing commissionsnow true, shall remain true from the date hereof through and including the Closing Date and are hereby incorporated into this Agreement. 4.2 In the event that SELLER (or tenant improvement allowances; Seller has not received any person or entity comprising SELLER) learns that any of the representations and warranties contained in or referred to in the Sovran Lease with respect to SELLER’S status and authority which survived the Commencement Date and/or this Agreement is or will become inaccurate, SELLER shall give immediate detailed written notice from any tenant of any default of Seller under the tenant’s Tenant Occupancy Lease or an intent by the tenant thereto to terminate its Lease. Except for the Tenant Occupancy Leases listed on EXHIBIT J, there are no leases, licenses or occupancy agreements affecting the PropertyPURCHASER. (c) Seller is not a foreign person4.3 If any representation or warranty of SELLER herein with respect to status and authority becomes untrue or materially inaccurate prior to Closing, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in PURCHASER may terminate the Internal Revenue Code Section 1445 Sovran Lease and any related regulations. (d) Seller has not received any this Agreement upon written notice addressed to Seller that the condition of the Property is in violation of any laws or regulations or the requirements of any insurance underwriters or policiesSELLER, and Seller has not been served if any such representation or received written notice addressed to Seller that Seller warranty is untrue or the Property is a defendant in, or subject to, any litigation the outcome of which could have a material adverse affect on the ownership or operation of the Property. (e) With respect to the possible presence in or under the Land or the Improvements of Hazardous Materials, Seller is aware of the information set forth in the documents listed in EXHIBIT K, complete copies of which documents have been made available to Buyer for its review. The documents set forth in EXHIBIT K include all of the environment reports and studies commissioned by Seller. (f) The contracts listed on EXHIBIT F are all of the contracts entered into or assumed by or on behalf of Seller and relating to the Property and in effect materially inaccurate as of the Effective Date date that SELLER executed the Sovran Lease or becomes untrue or materially inaccurate through an act or omission of any of the persons or entities comprising SELLER, PURCHASER may terminate the Sovran Lease and which will this Agreement upon written notice to SELLER, and may recover from SELLER, and SELLER shall be binding on Buyer or obligated to pay PURCHASER, all documented costs and expenses (including attorneys’ fees) incurred by PURCHASER in connection with the Property after Sovran Lease and this Agreement consistent with Section 10.2 of this Agreement. 4.4 SELLER’s representations and warranties shall survive the Closing and Seller has made available to Buyer the delivery of the Deed for inspection complete copies or originals a period of such contractstwelve (12) months from the Closing Date. (g) Seller is not contemplating any bankruptcy proceedings for Seller.

Seller’s Warranties and Representations. Seller hereby makes the following representations and warranties to Buyer whichas of the Contract Date; provided that each of such representations and warranties shall be deemed to be modified by any contrary or qualifying information contained in any reports, subject schedules or other informational materials delivered or made available to the limitations Buyer pursuant to this Agreement or set forth in this Agreement, shall survive on the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer.Disclosure Statement: (a) Seller is a limited liability company, duly existing and organized under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions of Seller necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement to be executed Agreement) on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound.; (b) Seller The list of Leases attached to this Agreement as Exhibit F is a complete and accurate list of all of the landlord under Leases presently in effect with respect to the Tenant Occupancy LeasesReal Property, a the copies of the Leases and related correspondence that have been (or will be) delivered or made available to Buyer are true and complete list of which correct, each such Lease is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases andin full force and effect, to Seller’s knowledge, there are no defaults of any tenants under the Tenant Occupancy Leases; other than as set forth in the schedule attached hereto as EXHIBIT Q, there are no outstanding leasing commissions, or tenant improvement allowances; and Seller has not received any written notice from any tenant (i) of any default of by the tenant or Seller under the tenant’s Tenant Occupancy Lease Lease, or an intent by (ii) that the tenant under the Lease has exercised any option to terminate its extend the current term of the Lease. Except for In the Tenant Occupancy event that the term of any tenants’ Leases listed on EXHIBIT Jwill continue after the Closing Date, there are no leasesSeller shall deliver to Buyer at least five (5) business days prior to the expiration of the Inspection Period, licenses or occupancy agreements affecting an estoppel certificate from all of the Propertytenants under such Leases in the form of attached to such Leases. (c) The list of service and equipment contracts attached to this Agreement as Exhibit G is a complete and accurate list of all of the service and equipment contracts presently in effect with respect to the Real Property to which Seller is not a foreign personparty, foreign corporationthe copies of such contracts that have been (or will be) delivered or made available to Buyer are true, foreign partnershipcorrect and complete, foreign trust or foreign estate, as those terms are defined and each such contract is in the Internal Revenue Code Section 1445 full force and any related regulations.effect; (d) To Seller’s knowledge, Seller has not received any no written notice addressed to Seller from any governmental authorities that eminent domain proceedings for the condition condemnation of the Real Property is in violation of any laws or regulations or the requirements of any insurance underwriters or policies, and Seller has not been served or received written notice addressed to Seller that Seller or the Property is a defendant in, or subject to, any litigation the outcome of which could have a material adverse affect on the ownership or operation of the Property.are pending; (e) With respect to the possible presence in or under the Land or the Improvements of Hazardous MaterialsTo Seller’s knowledge, Seller is aware has received no written notice of any threatened or pending litigation against Seller which would materially and adversely affect the information set forth in the documents listed in EXHIBIT K, complete copies of which documents have been made available Real Property or Seller’s capacity to Buyer for its review. The documents set forth in EXHIBIT K include all of the environment reports and studies commissioned by Seller.perform under this Agreement; (f) The contracts listed on EXHIBIT F are Seller has delivered or, within five (5) days following the Contract Date, Seller shall have delivered, to Buyer all of the contracts entered into reports and studies in its possession or assumed by reasonable control that both (i) are related to or on behalf of dealing with the Property, or applicable portion thereof, and (ii) Seller believes to be currently applicable, as described and relating subject to the Property and limitations set forth in effect as of the Effective Date and which will be binding on Buyer or the Property after Closing and Seller has made available to Buyer for inspection complete copies or originals of such contracts.Section 2.3(a); and (g) Seller is not contemplating a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code. As used herein, the term “Seller’s knowledge” or words of similar effect shall mean the current, actual, subjective knowledge of Hxxxx Xxxxxxx, Rxxxxxx Xxxxxxxxx, Axxx Xxxxxx, and Lxx Xxxxxxx, without any bankruptcy proceedings duty of inquiry. Seller represents and warrants to Buyer that Axxx Xxxxxx and Lxx Xxxxxxx are the representatives of Seller or its affiliated property management company most likely to know the truth and accuracy of the representations made by Seller herein. Neither Hxxxx Xxxxxxx nor Rxxxxxx Xxxxxxxxx nor Axxx Xxxxxx nor Lxx Xxxxxxx, nor any party other than Seller, shall bear responsibility for Sellerany breach of any representation or warranty.

Seller’s Warranties and Representations. Seller 4.1 SELLER hereby makes reaffirms the following truth, accuracy and completeness of the representations and warranties to Buyer which, subject to the limitations set forth in this Agreement, shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer. (a) Seller is a limited liability company, duly existing and organized under the laws of the State of Delaware and in good standing under the laws of the State of Delaware and is duly qualified in the State of California and has full power and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. This Agreement has been, and the documents contemplated to be delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are and will be the legal, valid and binding obligations of Seller. Seller’s execution, delivery and performance of this Agreement will not result in any violation of, or default under, any document by which Seller is organized, any agreement to which Buyer is a party or by which Seller or the Property is bound. (b) Seller is the landlord under the Tenant Occupancy Leases, a true and complete list of which is set forth on EXHIBIT J attached hereto. There are no defaults of Seller under the Tenant Occupancy Leases and, to Seller’s knowledge, there are no defaults of any tenants under the Tenant Occupancy Leases; other than as SELLER set forth in the schedule attached hereto as EXHIBIT QSovran Lease with respect to its status and authority, there which representations and warranties are no outstanding leasing commissionsnow true, shall remain true from the date hereof through and including the Closing Date and are hereby incorporated into this Agreement. 4.2 In the event that SELLER (or tenant improvement allowances; Seller has not received any person or entity comprising SELLER) learns that any of the representations and warranties contained in or referred to in the Sovran Lease with respect to SELLER’s status and authority which survived the Commencement Date and/or this Agreement is or will become inaccurate, SELLER shall give immediate detailed written notice from any tenant of any default of Seller under the tenant’s Tenant Occupancy Lease or an intent by the tenant thereto to terminate its Lease. Except for the Tenant Occupancy Leases listed on EXHIBIT J, there are no leases, licenses or occupancy agreements affecting the PropertyPURCHASER. (c) Seller is not a foreign person4.3 If any representation or warranty of SELLER herein with respect to status and authority becomes untrue or materially inaccurate prior to Closing, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in PURCHASER may terminate the Internal Revenue Code Section 1445 Sovran Lease and any related regulations. (d) Seller has not received any this Agreement upon written notice addressed to Seller that the condition of the Property is in violation of any laws or regulations or the requirements of any insurance underwriters or policiesSELLER, and Seller has not been served if any such representation or received written notice addressed to Seller that Seller warranty is untrue or the Property is a defendant in, or subject to, any litigation the outcome of which could have a material adverse affect on the ownership or operation of the Property. (e) With respect to the possible presence in or under the Land or the Improvements of Hazardous Materials, Seller is aware of the information set forth in the documents listed in EXHIBIT K, complete copies of which documents have been made available to Buyer for its review. The documents set forth in EXHIBIT K include all of the environment reports and studies commissioned by Seller. (f) The contracts listed on EXHIBIT F are all of the contracts entered into or assumed by or on behalf of Seller and relating to the Property and in effect materially inaccurate as of the Effective Date date that SELLER executed the Sovran Lease or becomes untrue or materially inaccurate through an act or omission of any of the persons or entities comprising SELLER, PURCHASER may terminate the Sovran Lease and which will this Agreement upon written notice to SELLER, and may recover from SELLER, and SELLER shall be binding on Buyer or obligated to pay PURCHASER, all documented costs and expenses (including attorneys’ fees) incurred by PURCHASER in connection with the Property after Sovran Lease and this Agreement consistent with Section 10.2 of this Agreement. 4.4 SELLER’s representations and warranties shall survive the Closing and Seller has made available to Buyer the delivery of the Deed for inspection complete copies or originals a period of such contractstwelve (12) months from the Closing Date. (g) Seller is not contemplating any bankruptcy proceedings for Seller.