Common use of Buyer Clause in Contracts

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 All representations and warranties made by Buyer in Section 7.2 hereof shall survive the Closing for a period of one (1) year. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof to be true and correct on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 hereof was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warranty. 8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the Property.

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 9.2.1 All representations and warranties made by Buyer in Section 7.2 hereof 8.2 above shall survive the Closing for a period of one (1) yearClosing. Buyer shall use commercially its best reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof 8.2 above to be true and correct on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ ' fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 hereof 8.2 above was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warranty. 8.2.2 9.2.2 Subject to Seller’s 's representations, warranties and covenants set forth in Section 7.1 8.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ ' fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s 's ownership of the Membership Interests Property or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s 's ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the Property.

Buyer. The obligations of Buyer covenants to purchase the Property from Seller and agrees with to consummate the transactions contemplated herein by taking the other actions required of the Buyer at Closing are subject to satisfaction of all of the conditions set forth in this Section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. If any condition set forth in this Section 7.2 is not fully satisfied or waived in writing by Buyer prior to the applicable date set forth below and the failure of such condition is not caused by the default of Buyer, then Buyer shall have the right to terminate this Agreement upon written notice delivered to Seller as follows:and the Title Company, but without releasing Seller from liability (if any) if Seller defaults in the performance of any such covenant or agreement to be performed by Seller. 8.2.1 All (a) On the Closing Date, Seller shall not be in material default in the performance of any covenant to be performed by Seller under this Agreement. (b) The representations and warranties made by Buyer of Seller contained in Section 7.2 hereof 5.1 shall survive the Closing for a period of one (1) year. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof to be true and correct on in all material respects as of the Closing Date, as though made at and as of the Closing Date. (c) On the Closing Date, the Title Company shall be prepared to issue the Title Policy to Buyer. (d) The Court shall have approved and confirmed the sale of the Property to Buyer pursuant to this Agreement. Buyer Seller shall indemnify and defend use commercially reasonable efforts to obtain such approval. (e) Seller against and hold Seller harmless from shall have made all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may deliveries required to be suffered or incurred made by Seller if any representation or warranty made by Buyer in Section 7.2 hereof was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warrantyat Closing pursuant to this Agreement. 8.2.2 Subject (f) There shall be no pending or threatened (in writing) litigation, administrative hearing or similar legal action and no moratorium in place against Buyer, Seller, or with respect to Seller’s representations, warranties and covenants set forth in Section 7.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based the Property that would have a material adverse impact on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition proposed redevelopment of the Property.

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 All (a) Buyer acknowledges that the Property is subject to, and that Buyer is taking subject to, the Covenants and Restrictions, which in part and substance provide that prior to June 1, 2010 the Property may not be sold, transferred or conveyed to any party which would render the Property exempt from property taxation without the written consent of the Community Development Authority of the City of Glendale. Buyer covenants and agrees that it shall not make application for or otherwise claim any exemption from property taxation prior to June 1, 2010. In the event Buyer or Buyer's agents, representatives, employees, directors, officers, successors and/or assigns claims any exemption from property taxation prior to June 1, 2010, Buyer agrees to protect, indemnify, defend (with counsel acceptable to Seller) and hold Seller and Seller's affiliates, and their respective officers, directors, shareholders, employees, agents, successors and assigns harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys' fees and costs), damages or injuries suffered or incurred and arising out of, resulting from, relating to or connected with such claim of exemption from property taxation prior to June 1, 2010. The terms and provisions of this indemnity shall survive Closing. (b) The representations and warranties made by of Buyer set forth in Section 7.2 6.2 hereof shall survive the Closing for a period of one (1) year; provided, however, that the representations and warranties of Buyer set forth in Subsections 6.2(a) and 6.2(d) above shall survive the Closing indefinitely. Buyer shall use commercially reasonable efforts, in good faith and have no liability with diligence, respect to cause all any of the representations and or warranties made by Buyer in Section 7.2 hereof this Agreement if, prior to be true the Closing, Seller has knowledge (as defined herein) of information (from whatever source, including Buyer and correct on Buyer's agent and as employees) that contradicts any of such representations and warranties, or renders any of such representations and warranties untrue or incorrect, and Seller nevertheless consummates the Closing Datetransaction contemplated by this Agreement. In addition, Buyer shall indemnify and defend have no liability to Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Seller if for a breach of any representation or warranty made unless written notice containing a description of the specific nature of such breach shall have been given by Seller to Buyer in Section 7.2 hereof was untrue or incorrect in any material respect when made or prior to the expiration of said one (1) year period; provided, however, that may be caused by any breach by the foregoing limitations shall not apply to the representations and warranties of Buyer of any such representation or warranty. 8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 Subsections 6.2(a) and 6.2(d) above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the Property.

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 All (a) At the Closing on the Closing Date, Buyer shall execute and deliver to Sellers a Buyer’s Closing Certificate (“Buyer’s Closing Certificate”) in the form of Exhibit M attached hereto, certifying to Sellers that all such representations and warranties made by Buyer in Section 7.2 hereof shall survive the Closing for a period of one (1) year. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof to be are true and correct on and as of the Closing Date. , with only such exceptions therein as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date. (b) Buyer shall indemnify and defend Sellers, their affiliates, and their respective officers, employees, directors, trustees, partners, direct or indirect members and agents, and the permitted successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against and hold the Seller Indemnities harmless from all claims, actions, proceedings, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by the Seller Indemnitees if any representation or warranty made by Buyer in Section 7.2 section 5.2 hereof or in Buyer’s Closing Certificate was untrue or incorrect in any material respect when made. If Buyer learns that any representation or warranty made or that may be caused by any breach by Buyer hereunder has become untrue in any material respect or was untrue when made in any material respect, Buyer shall give prompt notice of the same to Sellers. Such notice shall include whether Buyer is electing to take any such action available to Buyer that Buyer deems appropriate to allow Buyer to make true the representation or warranty or otherwise cure the problem with the representation or warranty. 8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 abovewhich case, if the same is capable of being made true or cured, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer have the right to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after postpone the Closing Date and during for up to five (5) business days. If Buyer does not include in its notice Buyer’s ownership intent to take action or if Buyer is unable to make the representation or warranty true or otherwise cure the problem therewith within the allowed time period, then Sellers shall thereafter have the option, by providing notice to Buyer (within five (5) business days after the date of (x) Buyer’s notice to Sellers if Buyer does not, in such notice, elect to take action or (y) the expiration of the Membership Interests or any breachallowed time period if, default or violation by in such notice, Buyer elects to take action but cannot cure) of Sellers’ election either to (or any event by Buyer or condition whichi) terminate this Agreement, after notice or in which case Sellers shall receive the passage Deposit (and in such event, the indemnity set forth above in this section 6.2(b) shall not survive the termination of timethis Agreement), or both, would constitute a breach, default or violation by Buyer(ii) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership proceed with its sale of the Membership Interests except Property despite such untrue representation or warranty in which case Sellers shall have irrevocably waived any of rights with respect to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition untruthfulness of the Propertyrepresentation or warranty. Notwithstanding the foregoing, Sellers shall not have the right to enforce any claim, nor shall Buyer be liable in any way to Sellers, for a breach of a representation or warranty of Buyer if the breach in question results from or is based on a condition, state of facts or other matter of which Sellers had actual knowledge.

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 All representations and warranties made by Buyer in Section 7.2 hereof shall survive the Closing for a period of one (1) year. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof to be true and correct on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 hereof was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warranty. 8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the Property.. 24 41893434 ▇▇▇▇▇▇▇▇ Grand/Purchase and Sale Agreement

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 All representations and warranties made by Buyer in Section 7.2 hereof shall survive the Closing for a period of one (1a) year. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 section 5.2 hereof to be true and correct on and as of the Closing Date. At the Closing on the Closing Date, Buyer shall execute and deliver to Seller a Buyer's Closing Certificate ("Buyer's Closing Certificate") in the form of Exhibit E attached hereto, certifying to Seller that all such representations and warranties are true and correct on and as of the Closing Date, with only such exceptions therein as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date which would make any such representation or warranty untrue or incorrect on and as of the Closing Date. (b) Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ ' fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 section 5.2 hereof or in Buyer's Closing Certificate was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warranty. 8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 above, (c) Buyer shall indemnify be responsible for the payment of any commission, fee or other compensation payable to Cornish & Care▇ ▇▇▇mercial in connection with this Agreement or the Property, and Buyer shall indemnify, defend Seller against and hold Seller harmless from all claimsand against any claim or liability for any commission, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from fee or based on any failure by Buyer to perform all obligations of Buyer other compensation payable in accordance connection with the Leases this Agreement or the Contracts arising Property unless such claim or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests or any breach, default or violation liability arises from an express agreement made by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the PropertySeller.

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 All representations and warranties made by Buyer in Section 7.2 hereof shall survive the Closing for a period of one (1a) year. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 section 5.2 hereof to be true and correct on and as of the Closing Date. At the Closing on the Closing Date, Buyer shall execute and deliver to Seller a Buyer's Closing Certificate ("Buyer's Closing Certificate") in the form of Exhibit L attached hereto, certifying to Seller that all such representations and warranties are true and correct on and as of the Closing Date, with only such exceptions therein as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date which would make any such representation or warranty untrue or incorrect on and as of the Closing Date. (b) Buyer shall use reasonable efforts, in good faith and with diligence, to obtain the approvals from the City and the Redevelopment Agency (as hereinafter defined) described in sections 7.1(a), 7.1(b), 7.2(a) and 7.2(b) hereof as soon as reasonably practicable but in any event by the date set forth in sections 7.1(a), 7.1(b), 7.2(a) and 7.2(b) hereof. (c) If the City requires payment to the City of the sum of two hundred fifty thousand dollars ($250,000) (the "▇▇▇▇▇ Creek Contribution") prior to the Closing Date pursuant to the Development Agreement (as hereinafter defined) and Seller pays the ▇▇▇▇▇ Creek Contribution to the City and furnishes reasonable written evidence confirming such payment to Buyer before EXHIBIT O the Closing Date, then, on the Closing Date, Buyer shall reimburse Seller for the ▇▇▇▇▇ Creek Contribution. (d) If the Closing Date does not occur on or before October 31, 2000, then Buyer shall pay to Seller on the Closing Date or the date on which this Agreement terminates, whichever occurs first, the costs (the "Carrying Costs") incurred by Seller for property taxes levied against the Real Property and interest, rent and other charges (excluding principal) payable to Lease Plan North America, Inc. or ABN AMRO Bank, N.V. in accordance with the "synthetic lease" financing of the Real Property disclosed in the Preliminary Report during the period from and including November 1, 2000, to but excluding the Closing Date or the date on which this Agreement terminates, whichever occurs first. Seller shall furnish a reasonable written accounting showing in reasonable detail the calculation of the Carrying Costs to Buyer. (e) Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ ' fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 section 5.2 hereof or in Buyer's Closing Certificate was untrue or incorrect in any material respect when made or that may be caused by any material breach by Buyer of any such representation or warranty. 8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the Property.

Buyer. The obligations of Buyer covenants and agrees with under this Agreement are subject to satisfaction of all of the conditions set forth in this Section 8.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller as follows:defaults in the performance of any covenant or agreement to be performed by Seller or if Seller breaches any representation or warranty made by Seller in Section 6.1. If any condition set forth in this Section 8.2 is not fully satisfied or waived in writing by Buyer by the Closing Date, this Agreement shall, at Buyer's option, terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination. 8.2.1 All (a) On the Closing Date, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement. (b) On the Closing Date, all representations and warranties made by Buyer Seller in Section 7.2 hereof 6.1 shall survive the Closing for a period of one (1) year. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof to be materially true and correct as if made on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims. (c) On the Closing Date, demandsno judicial or administrative suit, liabilitiesaction, lossesinvestigation, damagesinquiry, costs and expensestemporary restraining order, including reasonable attorneys’ fees and disbursementspreliminary injunction, that may be suffered permanent injunction or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 hereof was untrue or incorrect in any material respect when made or that may be caused other proceeding by any breach by person shall have been instituted against Buyer or Seller that challenges the validity or legality of any such representation or warranty. 8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests transactions contemplated by this Agreement or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or bothif adversely determined, would constitute a breach, default or violation by Buyer) under materially adversely affect the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition value of the Property. (d) On the Closing Date, the Title Company shall be unconditionally and irrevocably committed to issue to Buyer an American Land Title Association Owner's Policy (10/17/92) of title insurance, with liability not less than the Purchase Price, insuring Buyer that fee simple title to the Real Property is vested in Buyer subject only to the Permitted Exceptions. Buyer acknowledges and understands that in no event shall Seller be responsible for obtaining any endorsements to the aforesaid Owner's Title Policy.

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 (a) All representations and warranties made by Buyer in Section 7.2 hereof 6.2 shall survive the Closing for a period of one (1) yearClosing. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all All of the representations and warranties made by Buyer in Section 7.2 6.2 hereof to shall be true and correct on and as of the Closing Date. . (b) Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 6.2 hereof was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warranty. 8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 above, (c) Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with under the Leases or the Contracts Permits arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests Property or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts Permits that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the Property.

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 9.2.1 All representations and warranties made by Buyer in Section 7.2 hereof 8.2 above shall survive the Closing for a period of one (1) yearClosing. Buyer shall use commercially its best reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof 8.2 above to be true and correct on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 hereof 8.2 above was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warranty. 8.2.2 9.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 8.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests Property or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the Property.

Buyer. The obligations of Buyer covenants and agrees with Seller as follows: 8.2.1 All representations and warranties made by Buyer in Section 7.2 hereof shall survive the Closing for a period under this Agreement are subject to satisfaction of one (1) year. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties conditions set forth in this Section 8.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in Section 7.2 hereof the performance of any covenant or agreement to be true and correct on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred performed by Seller or if Seller breaches any representation or warranty made by Buyer Seller in Section 7.2 hereof was untrue 6.1 hereof. If any condition set forth in this Section 8.2 is not fully satisfied or incorrect waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any material respect when made such covenant or that may agreement to be caused performed by any breach by Buyer of Seller or if Seller breaches any such representation or warrantywarranty made by Seller before such termination. 8.2.2 Subject (a) On or before the Closing Date, (i) the Board of Directors of Buyer shall have authorized and approved, in the sole and absolute discretion of such Board of Directors, the transactions contemplated by this Agreement, and the negotiation, execution, delivery and performance of this Agreement by Buyer, and (ii) Buyer shall have given notice of such authorization and approval to Seller’s representations, warranties and covenants set forth in Section 7.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after . (b) On the Closing Date and during Buyer’s ownership Date, Seller shall not be in default in the performance of any covenant or agreement to be performed by Seller under this Agreement. (c) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer which challenges the validity or legality of any of the Membership Interests transactions contemplated by this Agreement. (d) On or any breachbefore the Closing Date, default or violation the Title Company shall be unconditionally and irrevocably committed to issue to Buyer an American Land Title Association Owner’s Policy of title insurance, with liability in the amount of the Purchase Price, insuring Buyer that fee simple absolute title to the Real Property is vested in Buyer subject only to the Permitted Exceptions, together with such endorsements as requested by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the Property“Title Policy”).

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 All representations and warranties made by Buyer in Section 7.2 hereof shall survive the Closing for a period of one nine (19) yearmonths. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof to be true and correct on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 hereof was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warranty. 8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Membership Interests Interests, except to the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out of or relate to the physical or environmental condition of the Property.any Residual Claim. WAS01_41891870v5

Buyer. Buyer covenants and agrees with Seller as follows: 8.2.1 9.2.1 All representations and warranties made by Buyer in Section 7.2 hereof 8.2 above shall survive the Closing for a period of one (1) yearClosing. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof 8.2 above to be true and correct on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 hereof 8.2 above was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warranty. 8.2.2 9.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 8.1 above above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases Leases, the Contracts or the Contracts Approvals arising or accruing on or after the Closing Date and during Buyer’s ownership of the Membership Interests Date, or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases Leases, the Contracts or the Contracts Approvals that occurs on or after the Closing Date Date, or any condition, event or circumstance relating to the Real Property that occurs on or after the Closing Date, or any third party claim for personal injury or property damage occurring in, on or about the Real Property on or after the Closing Date. 9.2.3 Except with respect to Seller’s Broker, Buyer hereby agrees to indemnify and during Buyerhold Seller harmless from and against any and all claims for brokerage or finder’s ownership fees or other similar commissions or compensation made by any and all other brokers or finders claiming to have dealt with Buyer in connection with this Agreement or the consummation of the Membership Interests except to transaction contemplated hereby. The indemnification obligations of Buyer set forth in this Section 9.12 shall survive the extent that such claims, demands, liabilities, losses, damages, costs and expenses arise out Closing or the termination of or relate to the physical or environmental condition of the Propertythis Agreement for any reason.