Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 15 of 82 5. SELLER'S REPRESENTATIONS AND WARRANTIES. 5.1. Representations and Warranties. As an essential inducement to Buyer entering into this Agreement, Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date: 5.1.1. No Conflicts. Neither the execution of this Agreement nor the consummation of the transaction contemplated hereby shall result in a breach of or constitute a default under any agreement, instrument, or other obligation to which Seller is a party or by which Seller may b e bound. 5.1.2. Due Organization; Consents. All requisite action has been taken by Seller in connection with entering into this Agreement, and will be taken prior to the Closing in connection with the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. 5.1.3. Seller's Authority; Validity of Agreements. Seller has full right, power and authority to sell the Property to Buyer as provided in this Agreement and to carry out its obligations hereunder. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms hereof and thereof. This Agreement is and all other documents and instruments to be executed and delivered by Seller in connection with this Agreement shall be duly authorized, executed and delivered by Seller and shall be valid, binding and enforceable obligations of Seller. 5.1.4. Bankruptcy. Seller has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all or substantially all of its assets; (v) admitted in writing it inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally. 5.1.5. Property Documents. Seller has made available or will make available to Buyer during the time periods herein provided, all Property Documents in Seller's possession or control. At the Closing, the originals of the Property Documents will be delivered to Buyer, to the extent in Seller's possession or control. 5.1.6. Legal Compliance. Seller has received no notices from any governmental authority of with respect to the Property other than as disclosed in the Property Documents and further described in Exhibit E. To the best of Seller's Knowledge as defined below, the Property complies with all state and municipal laws, ordinances, and regulations regarding tenant security deposits and the payment of interest thereon. 5.1.7. Litigation. Except as otherwise set forth in Exhibit E, there is no litigation or proceeding (including, but not limited to, condemnation or eminent domain proceedings, pending grievances or arbitration proceedings or foreclosure proceedings) or unfair labor practice charges or complaints, pending, or, to Seller's Knowledge, threatened, against or relating to Seller