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 9 of 82 or Seller's relocation consultant, Seller shall direct that any such remaining funds be returned to Buyer. Delivery of the 90-day notice to the Relocation Tenants shall not have the effect of canceling any right Buyer may have under this Agreement to terminate this Agreement, but once Seller has commenced relocation of the Relocation Tenants as evidenced by the delivery of a 90 day notice to the Relocation Tenants, Buyer shall be responsible for all Relocation Costs incurred by Seller even if this Agreement is terminated prior to all of the Relocation Tenants being relocated. Buyer shall indemnify and defend Seller, its employees, officers, directors and agents from any and all claims raised by any occupants of the Property or the property upon which the Development is being developed, including, but not limited to, claims related to entitlements to relocation benefits, loss of goodwill, and bonus value, including the cost of attorneys to defend such claims. If any claims are filed with Seller that are covered under this indemnity, Seller and Buyer shall jointly determine the disposition of the claim. Buyer obligation under this Section 3.2.2 shall survive termination of this Agreement. 4. DUE DILIGENCE 4.1. Property Documents. 4.1.1. Within ten (10) days after the Execution Date, Seller shall deliver to Buyer, at Seller's sole cost and expense, for review and copying by Buyer all contracts, agreements, documents, financial reports, survey and other third party inspection reports, books and records and other materials pertinent to the Property in Seller's possession or control (collectively, the "Property Documents"), including, without limitation: (1) all building plans and specifications; (2) all service or maintenance contracts ("Service Contracts"); (3) any other contracts or warranties, including, without limitation, any contracts for environmental assessments and civil engineering contracts; (4) all environmental reports, seismic reports, soils reports or geotechnical studies, and any building inspection reports, other inspection reports or other third party reports, studies and investigations with respect to the Property; (5) the most current survey of the Property, if any; and (6) any records relating to any lawsuits pending against Seller, its agents or employees in connection with the ownership, operation, or management of the Property. Notwithstanding the foregoing, Seller shall not be obligated to deliver to Buyer any document or item that is subject to attorney client privilege, provided that Seller shall notify Buyer if Seller is withholding any documents or items subject to attorney client privilege, which notice shall include a brief description of the subject matter of the item being withheld. Seller’s delivery of the above Property Documents shall be without any representation or warranty by Seller as to the accuracy or completeness of any such Property Documents and Buyer acknowledges that Seller does not convey to Buyer any copyright or ownership rights of any third parties in the Property Documents. 4.1.2. Seller shall complete and deliver to Buyer, within the Contingency Period described below, a Natural Hazard Disclosures Report for the Property. 4.2. Investigations. At all reasonable times from the Execution Date until the Closing or earlier termination of this Agreement and upon reasonable notice to Seller, Buyer and its agents,