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5.A. - Page 201 of 302
<br />Seller has commenced relocation of the Relocation Tenants as evidenced by the delivery of a 90
<br />day notice to the Relocation Tenants, Buyer shall be responsible for all Relocation Costs incurred
<br />by Seller even if this Agreement is terminated prior to all of the Relocation Tenants being
<br />relocated.
<br />Buyer shall indemnify and defend Seller, its employees, officers, directors and agents from
<br />any and all claims raised by any occupants of the Property or the property upon which the
<br />Development is being developed, including, but not limited to, claims related to entitlements to
<br />relocation benefits, loss of goodwill, and bonus value, including the cost of attorneys to defend
<br />such claims. If any claims are filed with Seller that are covered under this indemnity, Seller and
<br />Buyer shall jointly determine the disposition of the claim. Buyer obligation under this Section
<br />3.2.2 shall survive termination of this Agreement.
<br />4. DUE DILIGENCE
<br />4.1. Property Documents.
<br />4.1.1. Within ten (10) days after the Execution Date, Seller shall deliver to Buyer,
<br />at Seller's sole cost and expense, for review and copying by Buyer all contracts, agreements,
<br />documents, financial reports, survey and other third party inspection reports, books and records
<br />and other materials pertinent to the Property in Seller's possession or control (collectively, the
<br />"Property Documents"), including, without limitation: (1) all building plans and specifications;
<br />(2) all service or maintenance contracts ("Service Contracts"); (3) any other contracts or
<br />warranties, including, without limitation, any contracts for environmental assessments and civil
<br />engineering contracts; (4) all environmental reports, seismic reports, soils reports or geotechnical
<br />studies, and any building inspection reports, other inspection reports or other third party reports,
<br />studies and investigations with respect to the Property; (5) the most current survey of the Property,
<br />if any; and (6) any records relating to any lawsuits pending against Seller, its agents or employees
<br />in connection with the ownership, operation, or management of the Property. Notwithstanding the
<br />foregoing, Seller shall not be obligated to deliver to Buyer any document or item that is subject to
<br />attorney client privilege, provided that Seller shall notify Buyer if Seller is withholding any
<br />documents or items subject to attorney client privilege, which notice shall include a brief
<br />description of the subject matter of the item being withheld. Seller's delivery of the above Property
<br />Documents shall be without any representation or warranty by Seller as to the accuracy or
<br />completeness of any such Property Documents and Buyer acknowledges that Seller does not
<br />convey to Buyer any copyright or ownership rights of any third parties in the Property Documents.
<br />4.1.2. Seller shall complete and deliver to Buyer, within the Contingency Period
<br />described below, a Natural Hazard Disclosures Report for the Property.
<br />4.2. Investigations.
<br />At all reasonable times from the Execution Date until the Closing or earlier
<br />termination of this Agreement and upon reasonable notice to Seller, Buyer and its agents,
<br />employees, representatives, and independent contractors shall be entitled, at Buyer's sole cost and
<br />expense, to (i) enter onto the Property during normal business hours to perform any inspections,
<br />investigations, studies and tests of the Property that Buyer deems prudent, including, without
<br />ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST
<br />REV: 11-05-2020 VR
<br />1199\11\2925009.5
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