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17. Seller's Covenants. Seller covenants that from the Effective Date and through the
<br />close of escrow, Seller: (i) shall not permit any liens, encumbrances, or easements to be placed
<br />on the Property, other than Permitted Exceptions; (ii) shall not enter into or renew, replace or
<br />modify any agreement regarding the use, sale, rental, management, repair, improvement, or any
<br />other matter affecting the Property that would be binding on Buyer or the Property after the close
<br />of escrow without the prior written consent of Buyer; (iii) except as provided in Section 3.2, shall
<br />not permit any act of waste or act that would tend to diminish the value of the Property for any
<br />reason, except that caused by ordinary wear and tear; and (iv) except as provided in Section 3.2,
<br />shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear
<br />excepted, and shall manage the Property substantially in accordance with Seller's established
<br />practices.
<br />18. Buyer's Representations, Warranties and Covenants. Buyer represents, warrants
<br />and covenants that this Agreement and all other documents delivered in connection herewith,
<br />prior to or at the close of escrow: (i) have been duly authorized, executed, and delivered by
<br />Buyer; (ii) are binding obligations of Buyer; and (iii) do not violate the provisions of any
<br />agreement to which Buyer is a party. Buyer further represents and warrants that the persons who
<br />have executed this Agreement on behalf of Buyer have are duly authorized to do, that Buyer has
<br />the legal right to enter into this Agreement and to perform all of its terms and conditions, and
<br />that Agreement is enforceable against Buyer in accordance with its terms.
<br />19. Environmental Indemnity. Seller agrees to unconditionally and fully indemnify,
<br />reimburse, defend, protect and hold harmless Buyer from and against any and all claims,
<br />demands, damages, losses, liabilities, fines, orders, judgments, actions, injunctive or other relief
<br />(whether or not based on personal injury, property damage, contamination of, or adverse effects
<br />upon, the environment or natural resources), costs, economic or other loss, expenses (including
<br />without limitation attorneys' fees and any expenses associated with the investigation, assessment,
<br />monitoring, response, removal, treatment, abatement and/or remediation of Hazardous Materials
<br />in, on or under the Property), and/or administrative, enforcement or judicial proceedings,
<br />whether known or unknown, and which are directly or indirectly, in whole or in part, caused by,
<br />arise out of, or relate to the presence, release or discharge or alleged presence, release or
<br />discharge of any Hazardous Materials in, on or under the Property prior to the Closing Date, or a
<br />violation or alleged violation of an Environmental Law prior to the Closing Date.
<br />20. Damage and Destruction. In the event of any damage or other loss to the Property,
<br />or any portion thereof, caused by fire or other casualty prior to the close of escrow in an amount
<br />not exceeding $50,000, Buyer shall not be entitled to terminate this Agreement, but shall be
<br />obligated to close the escrow and purchase the Property as provided in this Agreement, without
<br />abatement in the Purchase Price, provided that Seller shall: (i) assign and transfer to Buyer all of
<br />Seller's rights under any insurance policy covering the damage or loss, and all claims for monies
<br />payable from Seller's insurer(s) in connection with the damage or loss, and (ii) pay to Buyer at
<br />the close of escrow the amount of Seller's deductible under the insurance policy or policies
<br />covering the damage or loss. In the event of damage or destruction of the Property or any
<br />portion thereof prior to the close of escrow in an amount in excess of $50,000, Buyer may elect
<br />either to terminate this Agreement upon written notice to Seller, or to consummate the purchase
<br />of the Property, in which case Seller shall (i) assign and transfer to Buyer all of Seller's rights
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