|
3.12 Seller's Proceeds, At the Close of Escrow,subject to Section 3.13 below,Escrow
<br /> Holder is directed to wire fluids representing Seller's cash proceeds through Escrow to Seller'a account as
<br /> directed in separate written instructions to be provided by Seller.
<br /> 3.13 Cal-PIEPTA Withholding, Unless this transaction is exempt wider Califs mia
<br /> Revenue and'Taxation Code Sections 18805 and 26131,Escrow Bolder shall be the"withholding agent"
<br /> and withhold from proceeds due Seller any amounts requited under the above code sections to he withheld
<br /> by Buyer and ply same to the California Franchise Tax Board or Internal Revenue Service in accordance
<br /> with applicable law.
<br /> 3.14 Additional Document. Seller and Buyer shall execute and deliver to Escrow any
<br /> other documents reasonably required by Escrow Holder including,without limitation,Seller's affidavits.
<br /> or statements regarding mechanics liens and!or tenants aquatics in possession.
<br /> 3.15 Termination of Properly Comtr ecte. 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 inopnre4 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 flee
<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 tbregoing representation and wananty 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; (if)the condition and all other attributes of the Property,
<br /> inoluding, 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,braluding 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,buildingpetmmits,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;(v1)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 adequacyofiafrastracture or other improvements on,near or concerning theProperty.
<br />
|