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<br />INITIALS INITIALS
<br />©2019 AIR CRE.All Rights Reserved.Last Edited:3/8/2022 9:08 AM
<br />OFA-20.20,Revised 10-22-2020 Page 7 of 11
<br />(h)AcƟons,Suits or Proceedings.Seller has no knowledge of any acƟons,suits or proceedings pending or threatened before any commission,board,
<br />bureau,agency,arbitrator,court or tribunal that would affect the Property or the right to occupy or uƟlize same.
<br />(i)NoƟce of Changes.Seller will promptly noƟfy Buyer and Brokers in wriƟng of any Material Change (see paragraph 9.1(o))affecƟng the Property that
<br />becomes known to Seller prior to the Closing.
<br />(j)No Tenant Bankruptcy Proceedings.Seller has no noƟce or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency
<br />proceeding.
<br />(k)No Seller Bankruptcy Proceedings.Seller is not the subject of a bankruptcy,insolvency or probate proceeding.
<br />(l)Personal Property.Seller has no knowledge that anyone will,at the Closing,have any right to possession of any personal property included in the
<br />Purchase Price nor knowledge of any liens or encumbrances affecƟng such personal property,except as disclosed by this Agreement or otherwise in wriƟng to Buyer.
<br />12.2 Buyer hereby acknowledges that,except as otherwise stated in this Agreement,Buyer is purchasing the Property in its exisƟng condiƟon and will,by the
<br />Ɵme called for herein,make or have waived all inspecƟons of the Property Buyer believes are necessary to protect its own interest in,and its contemplated use of,the
<br />Property.The ParƟes acknowledge that,except as otherwise stated in this Agreement,no representaƟons,inducements,promises,agreements,assurances,oral or
<br />wriƩen,concerning the Property,or any aspect of the occupaƟonal safety and health laws,Hazardous Substance laws,or any other act,ordinance or law,have been
<br />made by either Party or Brokers,or relied upon by either Party hereto.
<br />12.3 In the event that Buyer learns that a Seller representaƟon or warranty might be untrue prior to the Closing,and Buyer elects to purchase the Property
<br />anyway then,and in that event,Buyer waives any right that it may have to bring an acƟon or proceeding against Seller or Brokers regarding said representaƟon or
<br />warranty.
<br />12.4 Any environmental reports,soils reports,surveys,and other similar documents which were prepared by third party consultants and provided to Buyer by
<br />Seller or Seller's representaƟves,have been delivered as an accommodaƟon to Buyer and without any representaƟon or warranty as to the sufficiency,accuracy,
<br />completeness,and/or validity of said documents,all of which Buyer relies on at its own risk.Seller believes said documents to be accurate,but Buyer is advised to
<br />retain appropriate consultants to review said documents and invesƟgate the Property.
<br />13.Possession.
<br />Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under ExisƟng Leases.
<br />14.Buyer's Entry.
<br />At any Ɵme during the Escrow period,Buyer,and its agents and representaƟves,shall have the right at reasonable Ɵmes and subject to rights of tenants,to enter upon
<br />the Property for the purpose of making inspecƟons and tests specified in this Agreement.No destrucƟve tesƟng shall be conducted,however,without Seller's prior
<br />approval which shall not be unreasonably withheld.Following any such entry or work,unless otherwise directed in wriƟng by Seller,Buyer shall return the Property to
<br />the condiƟon it was in prior to such entry or work,including the re-compacƟon or removal of any disrupted soil or material as Seller may reasonably direct.All such
<br />inspecƟons and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due
<br />and Buyer shall indemnify,defend,protect and hold harmless Seller and the Property of and from any and all claims,liabiliƟes,losses,expenses (including reasonable
<br />aƩorneys'fees),damages,including those for injury to person or property,arising out of or relaƟng to any such work or materials or the acts or omissions of Buyer,its
<br />agents or employees in connecƟon therewith.
<br />15.Further Documents and Assurances.
<br />The ParƟes shall each,diligently and in good faith,undertake all acƟons and procedures reasonably required to place the Escrow in condiƟon for Closing as and when
<br />required by this Agreement.The ParƟes agree to provide all further informaƟon,and to execute and deliver all further documents,reasonably required by Escrow
<br />Holder or the Title Company.
<br />16.AƩorneys'Fees.
<br />If any Party or Broker brings an acƟon or proceeding (including arbitraƟon)involving the Property whether founded in tort,contract or equity,or to declare rights
<br />hereunder,the Prevailing Party (as hereaŌer defined)in any such proceeding,acƟon,or appeal thereon,shall be enƟtled to reasonable aƩorneys'fees and costs.Such
<br />fees may be awarded in the same suit or recovered in a separate suit,whether or not such acƟon or proceeding is pursued to decision or judgment.The term
<br />"Prevailing Party"shall include,without limitaƟon,a Party or Broker who substanƟally obtains or defeats the relief sought,as the case may be,whether by
<br />compromise,seƩlement,judgment,or the abandonment by the other Party or Broker of its claim or defense.The aƩorneys'fees award shall not be computed in
<br />accordance with any court fee schedule,but shall be such as to fully reimburse all aƩorneys'fees reasonably incurred.
<br />17.Prior Agreements/Amendments.
<br />17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.
<br />17.2 Amendments to this Agreement are effecƟve only if made in wriƟng and executed by Buyer and Seller.
<br />18.Broker's Rights.
<br />18.1 If this sale is not consummated due to the default of either the Buyer or Seller,the defaulƟng Party shall be liable to and shall pay to Brokers the Brokerage
<br />Fee that Brokers would have received had the sale been consummated.If Buyer is the defaulƟng party,payment of said Brokerage Fee is in addiƟon to any obligaƟon
<br />with respect to liquidated or other damages.
<br />18.2 Upon the Closing,Brokers are authorized to publicize the facts of this transacƟon.
<br />19.NoƟces.
<br />19.1 Whenever any Party,Escrow Holder or Brokers herein shall desire to give or serve any noƟce,demand,request,approval,disapproval or other
<br />communicaƟon,each such communicaƟon shall be in wriƟng and shall be delivered personally,by messenger,or by mail,postage prepaid,to the address set forth in
<br />this agreement or by facsimile transmission,electronic signature,digital signature,or email.
<br />19.2 Service of any such communicaƟon shall be deemed made on the date of actual receipt if personally delivered,or transmiƩed by facsimile transmission,
<br />electronic signature,digital signature,or email.Any such communicaƟon sent by regular mail shall be deemed given 48 hours aŌer the same is mailed.
<br />CommunicaƟons sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours aŌer delivery of the
<br />same to the Postal Service or courier.If such communicaƟon is received on a Saturday,Sunday or legal holiday,it shall be deemed received on the next business day.
<br />19.3 Any Party or Broker hereto may from Ɵme to Ɵme,by noƟce in wriƟng,designate a different address to which,or a different person or addiƟonal persons
<br />to whom,all communicaƟons are thereaŌer to be made.
<br />20.DuraƟon of Offer.
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