1 - HRA Agenda Packet 07-24-17 - Laserfiche WebLink

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3. CLOSING. Unless this Agreement is terminated earlier pursuant to its terms, the date for closing the sale and purchase of the Property (the "Closing") shall be held simultaneously with the closing under the Related Agreement, and in any event on or before October 1, 2017. Closing shall be held at the office of Purchaser's title company ("Title Company"), or at such other time, date or place as the parties may mutually agree. The Closing may occur through an escrow with the Title Company, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. 4. CONVEYANCE OF PROPERTY. Upon performance by Purchaser, Seller shall execute and deliver to Purchaser a Quit Claim Deed to the Property, and a termination and release of the Ground Lease (the "Termination"). 5. ACCESS TO PROPERTY. Seller acknowledges that Purchaser and Purchaser's agents shall have access to the Property without charge and at reasonable times for the purpose of Purchaser's survey, investigation and testing of the Property ("Investigation"). Purchaser shall make a good faith effort to notify Seller in advance of the dates and times Purchaser plans to require access to the Property for purposes of the Investigation (email is sufficient). Purchaser shall pay all costs and expenses of Investigation and Purchaser shall hold harmless and indemnify the Property and Seller, its successors and assigns, from and against any and all claims, suits, losses, liabilities, and expenses (including attorney's fees, expert's fees, and other expenses of litigation) on account of injury to or death of any persons (including Purchaser's) or damage to property or contamination of or adverse effects on the environment or liens against Seller or the Property, caused by Purchaser's entry onto the Property. Purchaser's obligations under this Section 5 shall survive the termination of this Agreement or the Closing. Purchaser shall repair and restore any damage to the Property caused by or occurring during Purchaser's Investigation and return the Property to substantially the same condition as existed prior to any Investigation. Purchaser shall have the right in its sole discretion to contact various public officials and administrators to verify information regarding the status of the Property and to determine that the Property is suitable for Purchaser's intended use. 6. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Buyer shall assume the payment of the following as of the Closing Date: (i) all real estate taxes; (ii) all levied or pending special assessments; (iii) all utility bills; and (iv) any and all other amounts owed in connection with the use of the Property. 7. POSSESSION. Seller shall deliver possession of the Property to Purchaser on the date of Closing. 8. REPRESENTATIONS OF SELLER. Seller has not made, does not make, and has not authorized any other person or party to make any representations or warranties as to the present or future physical condition, value, presence/absence of hazardous substances, financing status, leasing, operation, use, tax status, income and expenses or any other matter or thing pertaining to the Property, improvements located on the Property or the condition of the title to the Property. Seller makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Property. Seller shall not be liable for or bound by any verbal or 2 193424v4