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11. Conditions of Seller's Performance. All of Seller's obligations hereunder are <br /> expressly conditioned on the satisfaction at or before the Closing, or at or before such earlier <br /> time as may be expressly stated below, of each of the following conditions (any one or more of <br /> which may be waived in writing in whole or in part by Seller, at Seller's option): <br /> (a) Buyer's Representations and Warranties. Buyer's representations and <br /> warranties as set forth in ParaEranh 13 below shall have been true and correct as of the <br /> Effective Date and the Closing Date. <br /> (b) Buyer's Performance. Buyer shall have performed, observed and <br /> complied with all material covenants, agreements and conditions required by this Agreement to <br /> be performed, observed and complied with on Buyer's part at or prior to the Closing. <br /> (c) Buyer's Deliveries. Buyer shall have delivered to Escrow Holder all <br /> instruments and documents required on Buyer's part to effectuate this Agreement and the <br /> transactions contemplated hereby, including without limitation, the Assignment, the Assignment <br /> of Lease, escrow instructions in form and substance consistent with the requirements herein, a <br /> closing statement consistent with the terms of this Agreement, and a certificate of acceptance of <br /> the Grant Deed as required by Section 27281 of the California Government Code, and Buyer <br /> shall have timely deposited all funds to be deposited into the Escrow pursuant hereto, including <br /> without limitation the Closing Payment. <br /> 12. Seller's Representations. Warranties and Covenants. Seller hereby represents, <br /> warrants and covenants to Buyer and its assigns, and makes the representations, warranties and <br /> covenants set forth in this Paras ranh 12 for the benefit of Buyer and its successors and assigns. <br /> Seller shall notify Buyer in writing immediately if Seller becomes aware that any representation <br /> or warranty has become untrue or misleading in light of information obtained by Seller after the <br /> Effective Date. Seller shall indemnify, protect, defend and hold harmless Buyer from and <br /> against all Claims arising from or relating to any misrepresentation made by Seller in this <br /> Agreement. <br /> (a) Authority. Seller is the sole owner of fee title to the Real Property and has <br /> all requisite power and authority to enter into this Agreement and to perform its obligations <br /> hereunder, and the execution and delivery of this Agreement by Seller shall have been duly <br /> authorized. No approvals, authorizations or consents of any public body or of any person are <br /> necessary in connection with the execution and delivery of this Agreement. This Agreement and <br /> all other agreements, documents and instruments to be executed in connection herewith have <br /> been effectively authorized by all necessary action, corporate, partnership or otherwise, <br /> including, without limitation, authorizations of Seller's trustees, partners, shareholders or <br /> members, as applicable, which authorizations remain in full force and effect, have been duly <br /> executed and delivered by Seller, and no other corporate, partnership or other proceedings on the <br /> part of Seller are required to authorize this Agreement and the transactions contemplated hereby. <br /> (b) No Conflict. The execution and delivery of this Agreement and the <br /> consummation of the transactions contemplated hereunder on the part of Seller do not and will <br /> not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment, <br /> conflict with or result in the breach of any material terms or provisions of, or constitute a default <br /> Purchase and Sale Agreement 1548 Maple <br /> 03.04.2011 v.1 <br /> 13 <br />