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 73 of 82 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Owner's Initials: __________ (d) Expenses. All expenses, fees or costs (including, but not limited to City's attorneys' fees, and the cost of the City's consultants) incurred in connection with the close of escrow for the purchase and sale of the Property pursuant to this Agreement shall be solely borne, and paid, by the Owner. (e) Proration of Taxes. Property taxes, and other assessments if any, on the Property shall be prorated as of the date of the recordation of the Grant Deed in the Official Records. (f) As-Is. The City shall acquire the Property in its current, "as-is" condition, subject to Section 6(g) below. 6. Representations and Warranties of Owner. The Owner hereby represents and warrants to, and for the benefit of, the City each of the following as of the Effective Date, and as of the date of the recordation of the Grant Deed: (a) Good Standing. The Owner is a duly organized limited liability company, validly existing and in good standing under the laws of the State of Delaware and in good standing under the laws of the State of California, and has the power and authority to own its property and carry on its business as now being conducted. (b) Corporate Authority. The Owner has full power and authority to execute and deliver this Agreement and to grant the Option contemplated hereunder, to execute and deliver all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, and to perform and observe the terms and provisions of all of the above. (c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf the Owner and all actions required under the Owner's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been duly taken. (d) Valid Binding Agreements. This Agreement and all other documents or instruments which have been executed and delivered pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered