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3.12 Seller's Proceeds. At the Close of Escrow, subject to Section 3.13 below, Escrow
<br />Holder is directed to wire funds representing Seller's cash proceeds through Escrow to Seller' s account as
<br />directed in separate written instructions to be provided by Seller.
<br />3.13 Cal-FIRPTA Withholding. Unless this transaction is exempt under California
<br />Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be the "withholding agent"
<br />and withhold from proceeds due Seller any amounts required under the above code sections to be withheld
<br />by Buyer and pay same to the California Franchise Tax Board or Internal Revenue Service in accordance
<br />with applicable law.
<br />3.14 Additional Documents. Seller and Buyer shall execute and deliver to Escrow any
<br />other documents reasonably required by Escrow Holder including, without limitation, Seiler' s affidavits
<br />or statements regarding mechanics liens and /or tenants or parties in possession.
<br />3.15 Termination of Property Contracts. Seller shall terminate any service contracts or
<br />similar agreement relating to the Property that the Buyer does not expressly elect in writing to assume
<br />which termination shall be effective as of the Close of Escrow.
<br />4. Real Estate Brokerage Commission. Buyer and Seller each represent and warrant
<br />to each other that they have not employed, dealt with or incurred any obligation to any broker,
<br />agent or finder in connection with the Property, and that they have not incurred any obligation to
<br />pay any other real estate brokerage or other commission or fee in connection with the conveyance
<br />of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free
<br />and harmless from and against all costs and liabilities, including without limitation reasonable
<br />attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in any
<br />way related to or resulting from a breach of the foregoing representation and warranty or arising
<br />out of any action or proceedings which may be instituted by any broker, agent or finder, licensed
<br />or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party,
<br />respectively, in connection with this transaction.
<br />5. Inspections; AS -IS Condition of Property
<br />5.1 Waiver of Inspections. Buyer and Seller agree that Buyer unequivocally waives any
<br />right to conduct independent investigations concerning (1) Buyer's proposed use, sale, development or
<br />suitability for development of the Property; (ii) the condition and all other attributes of the Property,
<br />including, without limitation all improvements located thereon; (iii) applicable laws, statutes, rules,
<br />regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or
<br />suitability of the Property or any existing or proposed development or condition thereof, including but not
<br />limited to zoning, subdivision and other regulations; (iv) the necessity or availability of any specific plan
<br />or general amendments, rezoning, zone variances, conditional use permits, building permits, environmental
<br />impact reports, subdivision maps, public reports issued by the California Bureau of Real Estate and all
<br />other governmental permits, approvals or acts; (v) the necessity and existence of all dedications, fees,
<br />charges, costs or assessments which may be imposed by any Governmental Authority in connection with
<br />the proposed development of the Property; (vi) the value of the Property; (vii) the availability or adequacy
<br />of access to the Property, or of water, sewage, gas, electrical or other utilities serving the Property and
<br />(viii) the presence or adequacy of infrastructure or other improvements on, near or concerning the Property.
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