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 26 of 82 of Hazardous Materials existing on or under the Property, or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from the Property, if any, including without limitation, any residual contamination, in, on, under or about the Property or affecting natural resources, whether prior to or following Closing, and also including, without limitation, any liability due to asbestos-containing materials at the Property. BUYER'S CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER OF BUYER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER WITH RESPECT TO ANY CLAIM EXPRESSLY RELEASED BY BUYER UNDER THIS SECTION 10.5 UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA", "RCRA", AND "SARA" ACTS. The acknowledgments of Buyer and the release contained in this Section of this Agreement shall survive Closing or termination of this Agreement. 10.6. Real Estate Reporting Person. Title Company is designated the "real estate reporting person" for purposes of section 6045 of title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Title Company shall so provide. Upon the consummation of the transaction contemplated by this Agreement, the parties shall instruct Title Company to file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. 11. PRORATIONS. 11.1. Prorations. Since Seller, as a public entity, does not pay real property taxes, real property taxes shall not be prorated at Closing. Buyer shall be responsible for any real property taxes payable after the Closing Date. All other property related costs, including, but not limited to, water, gas, electricity, sewer and other utility charges, assessments, annual permits and/or inspection fees (collectively, “Property Related Costs”) shall be prorated between Buyer and Seller at Closing. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of the Closing Date. Buyer shall obtain its own insurance with respect to the Property and shall not be responsible for any insurance premiums in connection with Seller's insurance. If any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date, then the same shall be calculated as soon as reasonably practicable after the Closing Date and either party owing