Common use of Warranties of the Purchaser Clause in Contracts

Warranties of the Purchaser. The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser is a duly formed and validly existing corporation organized under the laws of the Commonwealth of Massachusetts, and is qualified under the laws of the Commonwealth of Massachusetts to conduct business therein on the date hereof. (b) The Purchaser has the full, legal right, power, authority and financial ability to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant to this Agreement (collectively, the "Purchaser's Documents"), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser's Documents. (c) This Agreement and the Purchaser's Documents do not and will not contravene any provision of the articles of incorporation or bylaws of the Purchaser, any judgment, order, decree, writ or injunction issued against the Purchaser, or any provision of any Laws applicable to the Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Purchaser under any agreement to which the Purchaser or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which the Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. The representations and warranties of the Purchaser set forth in this Section 7 and elsewhere in this Agreement shall be true, accurate and correct in all material respects upon the execution of this Agreement, shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date) and shall survive the Closing. In the event that any condition contained in Sections 13.1 or 13.2 is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title thereunder shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) proceed as provided in Section 14 hereof. Documents to be Delivered by the Seller at Closing. At the Closing, the Seller shall execute, acknowledge and/or deliver, as applicable, the following to the Purchaser: (a) A special warranty deed or its equivalent (the "Deed") conveying title to the Property in the form of Exhibit A annexed hereto and made a part hereof. (b) The Assignment and Assumption of Leases and Security Deposits in the form of Exhibit B annexed hereto and made a part hereof assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to the Leases in effect on the Closing Date, all guarantees thereof and the security deposits thereunder in the Seller's possession, if any (the "Lease Assignment"). (c) The Assignment and Assumption of Contracts and Licenses in the form of Exhibit C annexed hereto and made a part hereof (the "Contract and License Assignment") assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Property by any governmental authority (collectively, the "Licenses"), and (ii) all assignable purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements, management agreements, leasing and brokerage agreements and other service contracts relating to the operation of the Property (collectively, the "Contracts") not terminated by Seller pursuant to the terms of this Agreement. (d) The Assignment and Assumption of Intangible Property in the form of Exhibit D annexed hereto and made part hereof assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to all intangible property owned by the Seller with respect to the operation of the Property listed on Schedule 10 annexed hereto and made a part hereof, including, without limitation, the trade name "Westwood 10 Center" (the "Intangible Property Assignment") (the Lease Assignment, the Contract and License Assignment and the Intangible Property Assignment are herein referred to collectively as the "A & A Agreements"). (e) To the extent in the Seller's possession, executed counterparts of all Leases and New Leases and any amendments, guarantees and other documents relating thereto, together with a schedule of all tenant security deposits thereunder and the accrued interest on such security deposits payable to tenants which are in the possession of or received by the Seller. (f) A xxxx of sale in the form of Exhibit E annexed hereto and made a part hereof (the "Xxxx of Sale") conveying, transferring and selling to the Purchaser without warranty or representation all right, title and interest of the Seller in and to all Personal Property. [It is agreed that if the value of such property does not exceed [$10,000], that the Seller shall prepare any required sales tax return (the "Sales Tax Return"), that such return shall be executed by the Purchaser and delivered to the Seller at the Closing, that the Seller shall file such return and that the Purchaser shall pay the sales tax due thereon in accordance with Section 9(c). (g) Notices to the tenants of the Property in the form of Exhibit F annexed hereto and made a part hereof advising the tenants of the sale of the Property to the Purchaser and directing that rents and other payments thereafter be sent to the Purchaser or as the Purchaser may direct. (h) A certificate of a general partner of the Seller that the Seller has taken all necessary partnership action to authorize the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby. (i) Executed originals of all Estoppel Certificates required by Section 4.3 and any other Estoppel Certificates, received by the Seller from tenants prior to the Closing Date and not previously delivered to the Purchaser. (j) To the extent in the Seller's possession and not already located at the Property, keys to all entrance doors to, and equipment and utility rooms located in, the Property. (k) To the extent in the Seller's possession and not already located at the Property, all Licenses. (l) To the extent in the Seller's possession, executed counterparts of all Contracts and all warranties in connection therewith which are in effect on the Closing Date and which are assigned by the Seller. (m) To the extent in the Seller's possession and not located at the Building, plans and specifications of the Buildings. (n) The Transfer Tax Payments together with the Transfer Tax Returns, if any. (o) A "FIRPTA" affidavit sworn to by the Seller in the form of Exhibit H annexed hereto and made a part hereof. The Purchaser acknowledges and agrees that upon the Seller's delivery of such affidavit, the Purchaser shall not withhold any portion of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (p) All other documents the Seller is required to deliver pursuant to the provisions of this Agreement. Documents to be Delivered by the Purchaser at Closing. At the Closing, the Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to the Seller: (a) The cash portion of the Purchase Price payable at the Closing pursuant to Section 2, subject to apportionments, credits and adjustments as provided in this Agreement. (b) The Xxxx of Sale. (c) The Sales Tax Return, if required, together with a good, unendorsed certified or official bank check drawn on or by a Clearing House Bank payable to the order of the appropriate collection officer in the amount of the sales tax due thereon. (d) If the Purchaser is a corporation, (i) copies of the certificate of incorporation and by-laws of the Purchaser and of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date; and (iv) an incumbency certificate executed by the Secretary or Assistant Secretary of the Purchaser with respect to those officers of the Purchaser executing any documents or instruments in connection with the transactions contemplated herein. (e) If the Purchaser is a partnership, (i) copies of the Purchaser's partnership agreement and partnership certificate (if applicable) and, if required by law or its partnership agreement, copies of partnership resolutions and/or consents of the partners authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by the managing general partner of the Purchaser, or in the absence thereof, then by all of the Purchaser's general partners; (ii) a legal existence certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; and (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date. (f) If the Purchaser is a limited liability company, (i) copies of the Purchaser's operating agreement and, if required by law or its operating agreement, copies of resolutions of the manager authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by the manager of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; and (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date. (g) The A & A Agreements. (h) All other documents the Purchaser is required to deliver pursuant to the provisions of this Agreement. Operation of the Property prior to the Closing Date. Between the date hereof and the Closing Date, the Seller shall have the right to continue to operate and maintain the Property. New Leases. Except as hereinafter provided in this Section 10.1, the Seller may modify, extend, renew, cancel or permit the expiration of any Lease or enter into any proposed Lease of all or any portion of the Property without the Purchaser's consent; provided, however, that such Lease is on Seller's standard form with such changes as Seller deems appropriate in the exercise of its reasonable discretion. After the expiration of the Due Diligence Period, the Seller shall not modify, extend, renew or cancel (subject to Section 10.2) any Lease or enter into any proposed Lease of all or any portion of the Property if such then existing or proposed Lease demises more than 10,000 rentable square feet of the Property without the Purchaser's prior consent in each instance, which consent shall not be unreasonably withheld and shall be given or denied, with the reasons for any such denial, within five (5) days after receipt by the Purchaser of the Seller's notice requesting the Purchaser's consent to the proposed action relating to such existing or proposed Lease. If the Purchaser fails to reply to the Seller's request for consent in a notice given within such period or if the Purchaser expressly denies its consent but fails to provide the Seller with the reasons for such denial, the Purchaser's consent shall be deemed to have been granted. New Lease Expenses. If after the date of this Agreement the Seller enters into any Leases, or if there is any extension or renewal of any Leases, whether or not such Leases provide for their extension or renewal, or any expansion or modification of any Leases (each, a "New Lease"), the Seller shall keep accurate records of all expenses (collectively, "New Lease Expenses") incurred in connection with each New Lease, including, without limitation, the following: (i) brokerage commissions and fees relating to such leasing transaction, (ii) expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transaction, (iii) reimbursements to the tenant for the cost of any of the items described in the preceding clause (ii), (iv) legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, (v) rent concessions relating to the demised space provided the tenant has the right to take possession of such demised space during the period of such rent concessions, and (vi) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to the landlord under another lease (whether or not such other lease covers space in the Property).

Warranties of the Purchaser. The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser is a duly formed and validly existing corporation organized under the laws of the Commonwealth of Massachusetts, and is qualified under the laws of the Commonwealth of Massachusetts to conduct business therein on the date hereof. (b) The Purchaser has the full, legal right, power, authority and financial ability to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant to this Agreement (collectively, the "Purchaser's Documents"), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser's Documents. (c) This Agreement and the Purchaser's Documents do not and will not contravene any provision of the articles Articles of incorporation Organization or bylaws By-Laws of the Purchaser, any judgment, order, decree, writ or injunction issued against the Purchaser, or to the Purchaser's actual knowledge any provision of any Laws applicable to the Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Purchaser under any agreement to which the Purchaser or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Purchaser. (d) There To the Purchaser's actual knowledge there are no pending actions, suits, proceedings or investigations to which the Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. The representations and warranties of the Purchaser set forth in this Section 7 and elsewhere in this Agreement shall be true, accurate and correct in all material respects upon the execution of this Agreement, shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date) and shall survive the Closing. In the event that any condition contained in Sections 13.1 or 13.2 is not satisfied, the party entitled to the satisfaction Closing for a period of such condition as a condition to its obligation to close title thereunder shall have as its sole remedy hereunder the right to elect to one (i1) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) proceed as provided in Section 14 hereofyear. Documents to be Delivered by the Seller at Closing. At the Closing, the Seller shall execute, acknowledge and/or deliver, as applicable, the following to the Purchaser: (a) A special warranty quitclaim deed or its equivalent (the "Deed") conveying title to the Property in the form of Exhibit A D annexed hereto and made a part hereof. (b) The Assignment and Assumption of Leases and Security Deposits in the form of Exhibit B annexed hereto and made a part hereof assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to the Leases in effect on the Closing Date, all guarantees thereof and the security deposits thereunder in the Seller's possession, if any (the "Lease Assignment"). (c) The Assignment and Assumption of Contracts and Licenses in the form of Exhibit C annexed hereto and made a part hereof (the "Contract and License Assignment") assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Property by any governmental authority (collectively, the "Licenses"), and (ii) all assignable purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements, management agreements, leasing and brokerage agreements and other service contracts relating to the operation of the Property (collectively, the "Contracts") not terminated by Seller pursuant to the terms of this Agreement. (d) The Assignment and Assumption of Intangible Property in the form of Exhibit D annexed hereto and made part hereof assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to all intangible property owned by the Seller with respect to the operation of the Property listed on Schedule 10 annexed hereto and made a part hereof, including, without limitation, the trade name "Westwood 10 Center" (the "Intangible Property Assignment") (the Lease Assignment, the Contract and License Assignment and the Intangible Property Assignment are herein referred to collectively as the "A & A Agreements"). (e) To the extent in the Seller's possession, executed counterparts of all Leases and New Leases and any amendments, guarantees and other documents relating thereto, together with a schedule of all tenant security deposits thereunder and the accrued interest on such security deposits payable to tenants which are in the possession of or received by the Seller. (f) A xxxx of sale in the form of Exhibit E annexed hereto and made a part hereof (the "Xxxx of Sale") conveying, transferring and selling to the Purchaser without warranty or representation all right, title and interest of the Seller in and to all Personal Property. [It is agreed that if the value of such property does not exceed [$10,000], that the Seller shall prepare any required sales tax return (the "Sales Tax Return"), that such return shall be executed by the Purchaser and delivered to the Seller at the Closing, that the Seller shall file such return and that the Purchaser shall pay the sales tax due thereon in accordance with Section 9(c). (g) Notices to the tenants of the Property in the form of Exhibit F annexed hereto and made a part hereof advising the tenants of the sale of the Property to the Purchaser and directing that rents and other payments thereafter be sent to the Purchaser or as the Purchaser may direct. (h) A certificate of a general partner of the Seller that the Seller has taken all necessary partnership action to authorize the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby. (i) Executed originals of all Estoppel Certificates required by Section 4.3 and any other Estoppel Certificates, received by the Seller from tenants prior to the Closing Date and not previously delivered to the Purchaser. (j) To the extent in the Seller's possession and not already located at the Property, keys to all entrance doors to, and equipment and utility rooms located in, the Property. (k) To the extent in the Seller's possession and not already located at the Property, all Licenses. (l) To the extent in the Seller's possession, executed counterparts of all Contracts and all warranties in connection therewith which are in effect on the Closing Date and which are assigned by the Seller. (m) To the extent in the Seller's possession and not located at the Building, plans and specifications of the Buildings. (n) The Transfer Tax Payments together with the Transfer Tax Returns, if any. (o) A "FIRPTA" affidavit sworn to by the Seller in the form of Exhibit H annexed hereto and made a part hereof. The Purchaser acknowledges and agrees that upon the Seller's delivery of such affidavit, the Purchaser shall not withhold any portion of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (p) All other documents the Seller is required to deliver pursuant to the provisions of this Agreement. Documents to be Delivered by the Purchaser at Closing. At the Closing, the Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to the Seller: (a) The cash portion of the Purchase Price payable at the Closing pursuant to Section 2, subject to apportionments, credits and adjustments as provided in this Agreement. (b) The Xxxx of Sale. (c) The Sales Tax Return, if required, together with a good, unendorsed certified or official bank check drawn on or by a Clearing House Bank payable to the order of the appropriate collection officer in the amount of the sales tax due thereon. (d) If the Purchaser is a corporation, (i) copies of the certificate of incorporation and by-laws of the Purchaser and of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date; and (iv) an incumbency certificate executed by the Secretary or Assistant Secretary of the Purchaser with respect to those officers of the Purchaser executing any documents or instruments in connection with the transactions contemplated herein. (e) If the Purchaser is a partnership, (i) copies of the Purchaser's partnership agreement and partnership certificate (if applicable) and, if required by law or its partnership agreement, copies of partnership resolutions and/or consents of the partners authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by the managing general partner of the Purchaser, or in the absence thereof, then by all of the Purchaser's general partners; (ii) a legal existence certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; and (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date. (f) If the Purchaser is a limited liability company, (i) copies of the Purchaser's operating agreement and, if required by law or its operating agreement, copies of resolutions of the manager authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by the manager of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; and (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date. (g) The A & A Agreements. (h) All other documents the Purchaser is required to deliver pursuant to the provisions of this Agreement. Operation of the Property prior to the Closing Date. Between the date hereof and the Closing Date, the Seller shall have the right to continue to operate and maintain the Property. New Leases. Except as hereinafter provided in this Section 10.1, the Seller may modify, extend, renew, cancel or permit the expiration of any Lease or enter into any proposed Lease of all or any portion of the Property without the Purchaser's consent; provided, however, that such Lease is on Seller's standard form with such changes as Seller deems appropriate in the exercise of its reasonable discretion. After the expiration of the Due Diligence Period, the Seller shall not modify, extend, renew or cancel (subject to Section 10.2) any Lease or enter into any proposed Lease of all or any portion of the Property if such then existing or proposed Lease demises more than 10,000 rentable square feet of the Property without the Purchaser's prior consent in each instance, which consent shall not be unreasonably withheld and shall be given or denied, with the reasons for any such denial, within five (5) days after receipt by the Purchaser of the Seller's notice requesting the Purchaser's consent to the proposed action relating to such existing or proposed Lease. If the Purchaser fails to reply to the Seller's request for consent in a notice given within such period or if the Purchaser expressly denies its consent but fails to provide the Seller with the reasons for such denial, the Purchaser's consent shall be deemed to have been granted. New Lease Expenses. If after the date of this Agreement the Seller enters into any Leases, or if there is any extension or renewal of any Leases, whether or not such Leases provide for their extension or renewal, or any expansion or modification of any Leases (each, a "New Lease"), the Seller shall keep accurate records of all expenses (collectively, "New Lease Expenses") incurred in connection with each New Lease, including, without limitation, the following: (i) brokerage commissions and fees relating to such leasing transaction, (ii) expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transaction, (iii) reimbursements to the tenant for the cost of any of the items described in the preceding clause (ii), (iv) legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, (v) rent concessions relating to the demised space provided the tenant has the right to take possession of such demised space during the period of such rent concessions, and (vi) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to the landlord under another lease (whether or not such other lease covers space in the Property).

Warranties of the Purchaser. The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser is a duly formed and validly existing corporation limited partnership organized under the laws of the Commonwealth State of MassachusettsDelaware, and is qualified under the laws of the Commonwealth State of Massachusetts Illinois to conduct business therein on the date hereof. (b) The Purchaser has the full, legal right, power, authority and financial ability to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant to this Agreement (collectively, the "Purchaser's Documents"), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser's Documents. (c) This Agreement and the Purchaser's Documents do not and will not contravene any provision of the articles of incorporation or bylaws Limited Partnership Agreement of the Purchaser, any judgment, order, decree, writ or injunction issued against the Purchaser, or any provision of any Laws applicable to the Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Purchaser under any agreement to which the Purchaser or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which the Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. The representations and warranties of the Purchaser set forth in this Section 7 and elsewhere in this Agreement shall be true, accurate and correct in all material respects upon the execution of this Agreement, shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date) and shall survive the Closing. In the event that any condition contained in Sections 13.1 or 13.2 is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title thereunder shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) proceed as provided in Section 14 hereof. Documents to be Delivered by the Seller at Closing. At the Closing, the Seller Beneficiary and/or the Trustee, as applicable, shall execute, acknowledge and/or deliver, as applicable, deliver the following to the Purchaser: (a) A special warranty deed or its equivalent Trustees Deed (the "Deed") conveying title to the Property in the form of Exhibit A annexed hereto and made a part hereof. (b) The Assignment and Assumption of Leases and Security Deposits in the form of Exhibit B annexed hereto and made a part hereof assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to the Leases in effect on the Closing Date, all guarantees thereof and the security deposits thereunder in the Seller's possession, if any (the "Lease Assignment"). (c) The Assignment and Assumption of Contracts and Licenses in the form of Exhibit C annexed hereto and made a part hereof (the "Contract and License Assignment") assigning without warranty or representation all of the SellerBeneficiary's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Property by any governmental authority (collectively, the "Licenses"), and (ii) all assignable purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements, management agreements, leasing and brokerage agreements maintenance agreements, repair agreements, and other service contracts relating to the operation of the Property (collectively, the "Contracts") not terminated by Seller the Beneficiary pursuant to the terms of this Agreement. (d) The Assignment and Assumption of Intangible Property in the form of Exhibit D annexed hereto and made part hereof assigning without warranty or representation all of the SellerBeneficiary's right, title and interest, if any, in and to all intangible property owned by the Seller Beneficiary with respect to the operation of the Property listed on Schedule 10 annexed hereto and made a part hereof, including, without limitation, the trade name names "Westwood 10 CenterTech Center I", "Tech Center II" and the "Showroom Building" (the "Intangible Property Assignment") (the Lease Assignment, the Contract and License Assignment and the Intangible Property Assignment are herein referred to collectively as the "A & A Agreements"). (e) To the extent in the Seller's possession, executed counterparts of all Leases and New Leases and any amendments, guarantees and other documents relating thereto, together with a schedule of all tenant security deposits thereunder and the accrued interest on such security deposits payable to tenants which are in the possession of or received by the Seller. (f) A xxxx bill of sale in the form of Exhibit ox Xxhibit E annexed hereto and made a part hereof (the "Xxxx Bill of Sale") conveyingconvexxxx, transferring and selling to the Purchaser without warranty or representation all right, title and interest of the Seller Beneficiary in and to all Personal Property. [It is agreed that if the value of such property does not exceed [$10,000], that the Seller shall prepare any required sales tax return (the "Sales Tax Return"), that such return shall be executed by the Purchaser and delivered to the Seller at the Closing, that the Seller shall file such return and that the Purchaser shall pay the sales tax due thereon in accordance with Section 9(c). (g) Notices to the tenants of the Property in the form of Exhibit F annexed hereto and made a part hereof advising the tenants of the sale of the Property to the Purchaser and directing that rents and other payments thereafter be sent to the Purchaser or as the Purchaser may direct. (h) A certificate of a general partner of the Seller Beneficiary that the Seller Beneficiary has taken all necessary partnership action to authorize the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby. (i) Executed originals of all Estoppel Certificates required by Section 4.3 and any other Estoppel Certificates, received by the Seller from tenants prior to the Closing Date and not previously delivered to the Purchaser. (j) To the extent in the Seller's possession and not already located at the Property, keys and access codes and cards to all entrance doors to, and equipment and utility rooms located in, the Property. (k) To the extent in the Seller's possession and not already located at the Property, all Licenses. (l) To the extent in the Seller's possession, executed counterparts of all Contracts and all warranties in connection therewith which are in effect on the Closing Date and which are assigned by the Seller. (m) To the extent in the Seller's possession and not located at the Building, plans and specifications of the Buildings. (n) The Transfer Tax Payments together with the Transfer Tax Returns, if any. (o) A "FIRPTA" affidavit sworn to by the Seller Beneficiary in the form of Exhibit H annexed hereto and made a part hereof. The Purchaser acknowledges and agrees that upon the Seller's delivery of such affidavit, the Purchaser shall not withhold any portion of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (p) An Affidavit of Title and an ALTA Statement, each executed by the Seller and in form and substance acceptable to the Title Company and to the Purchaser. (q) The Title Policy issued by the Title Company, dated as of the Closing Date in the amount of the Purchase Price and otherwise in accordance with the requirements of Section 5 hereof. (r) A closing statement conforming to the proration and other relevant provisions of this Agreement. (s) Copies of the most currently available tax bills for the Property. (t) An update of Schedule 7, prepared as of the Closing Date, certified by the Beneficiary to be true, complete and correct through the Closing Date. (u) An Illinois Responsible Property Transfer Act disclosure document, if and as required under Illinois law, or a certificate of the Beneficiary to the effect that the Illinois Responsible Property Transfer Act does not apply to the sale of the Property. (v) Lien waivers of the Broker, as required by the Title Company. (w) All other documents the Seller is required to deliver by the Title Company in accordance with the Title Commitment or pursuant to the provisions of this Agreement. Documents to be Delivered by the Purchaser at Closing. At the Closing, the Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to the Seller: (a) The cash portion of the Purchase Price payable at the Closing pursuant to Section 2, subject to apportionments, credits and adjustments as provided in this Agreement. (b) The Xxxx Bill of Sale. (c) The Sales Tax Return, if required, together with a good, unendorsed certified or official bank check drawn on or by a Clearing House Bank payable to the order of the appropriate collection officer in the amount of the sales tax due thereon. (d) If the Purchaser is a corporation, (i) copies of the certificate of incorporation and by-laws of the Purchaser and of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date; and (iv) an incumbency certificate executed by the Secretary or Assistant Secretary of the Purchaser with respect to those officers of the Purchaser executing any documents or instruments in connection with the transactions contemplated herein. (e) If the Purchaser is a partnership, (i) copies Copies of the Purchaser's partnership agreement and partnership certificate (if applicable) and, if required by law or its partnership agreement, copies of partnership resolutions and/or consents of the partners authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by the managing general partner of the Purchaser, or in the absence thereof, then by all of the Purchaser's general partnerspartners or other evidence satisfactory to the Seller and its counsel as to the authority of the party executing the A & A Agreement on behalf of the Purchaser; (ii) a legal existence certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; and (iii) a qualification to do business certificate issued by the Commonwealth State of MassachusettsIllinois, dated within thirty (30) days of the Closing Date. (f) If the Purchaser is a limited liability company, (i) copies of the Purchaser's operating agreement and, if required by law or its operating agreement, copies of resolutions of the manager authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by the manager of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; and (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date. (gd) The A & A Agreements. (he) The Transfer Tax Payments together with the Transfer Tax Return, if any. (f) All other documents the Purchaser is required to deliver by the Title Company or pursuant to the provisions of this Agreement. Operation of the Property prior to the Closing Date. Between the date hereof and the Closing Date, the Seller shall have the right to continue to operate and maintain the Property as it is currently being operated and maintained. The Seller shall perform, when due, all of the Seller's material obligations under the Leases, Contracts, Licenses and other agreements relating to the Property and otherwise in material compliance with all applicable Laws. Except as otherwise specifically provided herein, the Seller shall deliver the Property at Closing in substantially the same condition as it is on the date hereof, reasonable wear and tear excepted. None of the Personal Property, fixtures or Inventory shall be removed from the Property, unless replaced by personal property, fixtures or inventory of equal or greater utility and value. New Leases. Except as hereinafter provided in this Section 10.1, the Seller may modify, extend, renew, cancel or permit the expiration of any Lease or enter into any proposed Lease of all or any portion of the Property without the Purchaser's consent; provided, however, that such Lease is on Seller's standard form with such changes as Seller deems appropriate in the exercise of its reasonable discretion. After the expiration of the Due Diligence Period, the The Seller shall not modify, extend, renew or cancel (subject to Section 10.2) any Lease or enter into any proposed Lease of all or any portion of the Property if such then existing or proposed Lease demises more than 10,000 rentable square feet of the Property without the Purchaser's prior consent in each instance, which consent shall not be unreasonably withheld and shall be given or denied, with the reasons for any such denial, within five (5) business days after receipt by the Purchaser of the Seller's notice requesting the Purchaser's consent to the proposed action relating to such existing or proposed LeaseLease together with all information reasonably requested by the Purchaser to consider such consent. If the Purchaser fails to reply to the Seller's request for consent in a notice given within such period or if the Purchaser expressly denies its consent but fails to provide the Seller with the reasons for such denial, the Purchaser's consent shall be deemed to have been granted. New Lease Expenses. If after the date of this Agreement the Seller enters into any Leases, or if there is any extension or renewal of any Leases, whether or not such Leases provide for their extension or renewal, or any expansion or modification of any Leases (each, a "New Lease"), the Seller shall keep accurate records of all expenses (collectively, "New Lease Expenses") incurred in connection with each New Lease, including, without limitation, the following: (i) brokerage commissions and fees relating to such leasing transaction, (ii) expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transaction, (iii) reimbursements to the tenant for the cost of any of the items described in the preceding clause (ii), (iv) reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, (v) rent concessions relating to the demised space provided the tenant has the right to take possession of such demised space during the period of such rent concessions, and (vi) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to the landlord under another lease (whether or not such other lease covers space in the Property).

Warranties of the Purchaser. The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser is a duly formed and validly existing corporation limited liability company organized under the laws of the Commonwealth State of MassachusettsCalifornia, and is qualified under the laws of the Commonwealth State of Massachusetts California to conduct business therein on the date hereof. (b) The Purchaser has the full, legal right, power, authority and financial ability to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant to this Agreement (collectively, the "Purchaser's Documents"), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser's Documents. (c) This Agreement and the Purchaser's Documents do not and will not contravene any provision of the articles Purchaser's operating agreement or the certificate of incorporation or bylaws organization of the Purchaser, any judgment, order, decree, writ or injunction issued against the Purchaser, or any provision of any Laws applicable to the Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by the Purchaser under any agreement to which the Purchaser or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which the Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. The representations and warranties of the Purchaser set forth in this Section 7 and elsewhere in this Agreement shall be true, accurate and correct in all material respects upon the execution of this Agreement, shall be deemed to be repeated on and as of the Closing Date (except as they relate only to an earlier date) and shall survive the Closing. In the event that any condition contained in Sections 13.1 13.1, 13.2 or 13.2 13.3 is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title thereunder shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement or (ii) proceed as provided in Section 14 hereof. Documents to be Delivered by the Seller at Closing. At the Closing, the Seller shall execute, acknowledge and/or deliver, as applicable, the following to the Purchaser: (a) A special warranty deed or its equivalent (the "Deed") conveying title to the Property in the form of Exhibit A annexed hereto and made a part hereof. (b) The Assignment and Assumption of Leases and Security Deposits in the form of Exhibit B annexed hereto and made a part hereof assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to the Leases in effect on the Closing Date, all guarantees thereof and the security deposits thereunder in the Seller's possession, if any (the "Lease Assignment"). (c) The Assignment and Assumption of Contracts and Licenses in the form of Exhibit C annexed hereto and made a part hereof (the "Contract and License Assignment") assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Property by any governmental authority (collectively, the "Licenses"), and (ii) all assignable purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements, management agreements, leasing and brokerage agreements and other service contracts relating to the operation of the Property (collectively, the "Contracts") not terminated by Seller pursuant to the terms of this Agreement. (d) The Assignment and Assumption of Intangible Property in the form of Exhibit D annexed hereto and made part hereof assigning without warranty or representation all of the Seller's right, title and interest, if any, in and to all intangible property owned by the Seller with respect to the operation of the Property listed on Schedule 10 annexed hereto and made a part hereof, including, without limitation, the trade name "Westwood 10 Center" (the "Intangible Property Assignment") (the Lease Assignment, the Contract and License Assignment and the Intangible Property Assignment are herein referred to collectively as the "A & A Agreements"). (e) To the extent in the Seller's possession, executed counterparts of all Leases and New Leases and any amendments, guarantees and other documents relating thereto, together with a schedule of all tenant security deposits thereunder and the accrued interest on such security deposits payable to tenants which are in the possession of or received by the Seller. (f) A xxxx of sale in the form of Exhibit E annexed hereto and made a part hereof (the "Xxxx of Sale") conveying, transferring and selling to the Purchaser without warranty or representation all right, title and interest of the Seller in and to all Personal Property. [It is agreed that if the value of such property does not exceed [$10,000], that the Seller shall prepare any required sales tax return (the "Sales Tax Return"), that such return shall be executed by the Purchaser and delivered to the Seller at the Closing, that the Seller shall file such return and that the Purchaser shall pay the sales tax due thereon in accordance with Section 9(c). (g) Notices to the tenants of the Property in the form of Exhibit F annexed hereto and made a part hereof advising the tenants of the sale of the Property to the Purchaser and directing that rents and other payments thereafter be sent to the Purchaser or as the Purchaser may direct. (h) A certificate of a general partner of the Seller that the Seller has taken all necessary partnership action to authorize the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby. (i) Executed originals of all Estoppel Certificates required by Section 4.3 and any other Estoppel Certificates, received by the Seller from tenants prior to the Closing Date and not previously delivered to the Purchaser. (j) To the extent in the Seller's possession and not already located at the Property, keys to all entrance doors to, and equipment and utility rooms located in, the Property. (k) To the extent in the Seller's possession and not already located at the Property, all Licenses. (l) To the extent in the Seller's possession, executed counterparts of all Contracts and all warranties in connection therewith which are in effect on the Closing Date and which are assigned by the Seller. (m) To the extent in the Seller's possession and not located at the Building, plans and specifications of the Buildings. (n) The Transfer Tax Payments together with the Transfer Tax Returns, if any. (o) A "FIRPTA" affidavit sworn to by the Seller in the form of Exhibit H annexed hereto and made a part hereof. The Purchaser acknowledges and agrees that upon the Seller's delivery of such affidavit, the Purchaser shall not withhold any portion of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (p) All other documents the Seller is required to deliver pursuant to the provisions of this Agreement. Documents to be Delivered by the Purchaser at Closing. At the Closing, the Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to the Seller: (a) The cash portion of the Purchase Price payable at the Closing pursuant to Section 2, subject to apportionments, credits and adjustments as provided in this Agreement. (b) The Xxxx of Sale. (c) The Sales Tax Return, if required, together with a good, unendorsed certified or official bank check drawn on or by a Clearing House Bank payable to the order of the appropriate collection officer in the amount of the sales tax due thereon. (d) If the Purchaser is a corporation, (i) copies of the certificate of incorporation and by-laws of the Purchaser and of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date; and (iv) an incumbency certificate executed by the Secretary or Assistant Secretary of the Purchaser with respect to those officers of the Purchaser executing any documents or instruments in connection with the transactions contemplated herein. (e) If the Purchaser is a partnership, (i) copies of the Purchaser's partnership agreement and partnership certificate (if applicable) and, if required by law or its partnership agreement, copies of partnership resolutions and/or consents of the partners authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by the managing general partner of the Purchaser, or in the absence thereof, then by all of the Purchaser's general partners; (ii) a legal existence certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; and (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date. (f) If the Purchaser is a limited liability company, (i) copies of the Purchaser's operating agreement and, if required by law or its operating agreement, copies of resolutions of the manager authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by the manager of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; and (iii) a qualification to do business certificate issued by the Commonwealth of Massachusetts, dated within thirty (30) days of the Closing Date. (g) The A & A Agreements. (h) All other documents the Purchaser is required to deliver pursuant to the provisions of this Agreement. Operation of the Property prior to the Closing Date. Between the date hereof and the Closing Date, the Seller shall have the right to continue to operate and maintain the Property. New Leases. Except as hereinafter provided in this Section 10.1, the Seller may modify, extend, renew, cancel or permit the expiration of any Lease or enter into any proposed Lease of all or any portion of the Property without the Purchaser's consent; provided, however, that such Lease is on Seller's standard form with such changes as Seller deems appropriate in the exercise of its reasonable discretion. After the expiration of the Due Diligence Period, the Seller shall not modify, extend, renew or cancel (subject to Section 10.2) any Lease or enter into any proposed Lease of all or any portion of the Property if such then existing or proposed Lease demises more than 10,000 rentable square feet of the Property without the Purchaser's prior consent in each instance, which consent shall not be unreasonably withheld and shall be given or denied, with the reasons for any such denial, within five (5) days after receipt by the Purchaser of the Seller's notice requesting the Purchaser's consent to the proposed action relating to such existing or proposed Lease. If the Purchaser fails to reply to the Seller's request for consent in a notice given within such period or if the Purchaser expressly denies its consent but fails to provide the Seller with the reasons for such denial, the Purchaser's consent shall be deemed to have been granted. New Lease Expenses. If after the date of this Agreement the Seller enters into any Leases, or if there is any extension or renewal of any Leases, whether or not such Leases provide for their extension or renewal, or any expansion or modification of any Leases (each, a "New Lease"), the Seller shall keep accurate records of all expenses (collectively, "New Lease Expenses") incurred in connection with each New Lease, including, without limitation, the following: (i) brokerage commissions and fees relating to such leasing transaction, (ii) expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transaction, (iii) reimbursements to the tenant for the cost of any of the items described in the preceding clause (ii), (iv) legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, (v) rent concessions relating to the demised space provided the tenant has the right to take possession of such demised space during the period of such rent concessions, and (vi) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to the landlord under another lease (whether or not such other lease covers space in the Property).