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 17 of 82 in which case (i) Title Company, without the need for any further instructions from either Seller or Buyer, shall automatically and immediately return the Deposit to Buyer, (ii) the parties shall equally share the Cancellation Charges and (iii) thereafter neither party shall have any rights or obligations to the other hereunder, other than pursuant to any provision hereof that expressly survives the termination of this Agreement including Buyer's obligations under Section 3.2.2. Notwithstanding anything to the contrary contained in this Agreement, a representation or warranty of Seller shall not be deemed to have been breached if such representation or warranty is not true and correct as of the Closing Date by reason of changed facts or circumstances which (i) pursuant to the terms of this Agreement are permitted to have occurred or (ii) are not within the control of Seller or (iii) if Seller does not require Buyer to assume the agreement which violate(s) such representations and warranties or (iv) if such representations and warranties are no longer true by reason of the actions of Seller as permitted by the provisions of this Agreement; provided that Seller shall notify Buyer immediately upon receipt of any facts or circumstances that a representation or warranty of Seller hereunder is not true and correct and, if such changed facts and circumstances are not permitted under subsections (i)-(iv) above, then Buyer may, within three (3) days after receipt of such facts and circumstances upon written notice to Seller and Title Company, terminate this Agreement, in which case the Deposit shall be returned to Buyer and neither party shall have any further obligation or liability, except for the obligations set forth herein that are expressly stated to survive termination of this Agreement including Buyer's obligations under Section 3.2.2. 5.3. Seller's Knowledge. As used in this Agreement, the word "Knowledge" or the phrase "to Seller's Knowledge" and words of similar import shall mean the actual knowledge of Alin Lancaster, without any duty of separate inquiry and investigation. Seller represents and warrants that the foregoing persons are those persons affiliated with Seller most knowledgeable regarding the ownership and operation of the Property. Buyer hereby agrees that none of the foregoing persons shall have or incur any personal liability for the breach of any representation or warranty in this Agreement, and that Buyer's sole remedy for any such breach shall be an action against Seller. 6. BUYER'S REPRESENTATIONS AND WARRANTIES. As an essential inducement to Seller to enter into this Agreement, Buyer represents and warrants to and agrees with Seller that, as of the date hereof, and as of the Closing Date: 6.1. No Conflicts. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with, or, with or without notice or the passage of time or both, result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, deed of trust, mortgage, loan agreement, or other document or instrument to which Buyer is a party or by which Buyer is bound, or any applicable regulation of any governmental agency, or any judgment, order or decree of any court having jurisdiction over Buyer or any portion of the Property.