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 20 of 82 8.1.2. Property to be Unoccupied. All tenants and occupants of the Property shall have vacated the Property and the Property shall be vacant and free of any leases or other rights of occupancy. 8.1.3. Title. Title Company shall be prepared and irrevocably committed to issue an ALTA extended coverage owner's policy of title insurance (2006 form) in favor of Buyer in an amount equal to the Purchase Price showing indefeasible fee simple title to the Property vested in Buyer, subject only to the Permitted Exceptions (collectively, the "Owner's Title Policy"). 8.1.4. Seller's Warranties. All of Seller's representations and warranties set forth in this Agreement shall be true and correct as of the Closing Date. 8.1.5. Seller's Deliveries. Seller shall have delivered all items to be delivered by Seller pursuant to Sections 10.1 and 10.3 on or prior to the Closing Date. 8.1.6. Condition of Property. Subject to the provisions of Section 12.2 below, the condition of the Property shall be substantially the same on the Closing Date as on the Execution Date, except for reasonable wear and tear and any damages due to any act of Buyer or Buyer's representatives. 8.1.7. Discretionary Approvals for Parcel F. Buyer shall have obtained all discretionary approvals necessary for the development of Parcel F, any environmental review document prepared in conjunction with such discretionary approvals shall have been certified or approved, and any periods to appeal or challenge the development of Parcel F, the approvals or the environmental review of the development of Parcel F, shall have expired (pursuant to Public Resources Code Section 21167 and Government Code Section 65009(c)), without the filing of any appeal or challenge to the development of Parcel F, or any such challenge or appeal has been concluded and the discretionary approvals have been upheld. 8.1.8. Building F Financing Plan. Buyer shall have received Seller’s approval to the Building F Financing Plan. 8.1.9. Bankruptcy. No action or proceeding shall have been commenced by or against Seller under the federal bankruptcy code or any state law for the relief of debtors or for the enforcement of the rights of creditors and no attachment, execution, lien or levy shall have attached to or been issued with respect to any portion of the Property. 8.2. Failure of Buyer's Conditions. If any of Buyer's Conditions have not been fulfilled within the applicable time periods, Buyer may either waive such condition and proceed to the Closing pursuant to this Agreement, or terminate this Agreement, in which event (i) the Deposit shall promptly be released to Buyer, (ii) the parties shall equally share the Cancellation Charges and (iii) neither party shall thereafter have any rights or obligations to the other hereunder except for those that expressly survive termination of this Agreement. Notwithstanding the foregoing, if any Buyer's Conditions are not satisfied due to a default on the part of Seller, then Buyer shall have the rights and remedies set forth in Section 14.2.