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92 No Third Party 13eneiiciariep. Notwithstanding any provision contained in this
<br /> Agreement to the contrary,this Agreement is intended as and shall be deemed to be an agreement for the
<br /> sale of assets and none of the provisions hereof shall be deemed to create any obligation or.liability of any
<br /> person that is not a Party, whether under a third-party beneficiary theory, laws relating to transferee
<br /> liabilities or otherwise. Buyer shall not assume and shall not be obligated to discharge or be liable for any
<br /> debts,liabilities or obligations of Seller includingF but not limited to,any(a)liabilities or obligations of
<br /> Seller to its creditors,shareholders,members,partners,•managers,or owners,(b)liabilities or obligations
<br /> of Scher with respect to any acts,events or transactions occurring prior to,otter after the CloseofBscrow,
<br /> (o)liabilities or obligations of Seller for any federal, state,county or local taxes, or(4)any contingent
<br /> liabilities or obligations of Seller,whether known or unknown by Seller or Buyer. Buyer shall have no
<br /> duty whatsoever to take any notion or receive of make any payment or credit arising from or related to any
<br /> services provided or costs incurred in connection with the Property prior to the Close of Escrow,including,
<br /> bat not limited to,any matters relating to cost reports,collections,audits,hearings,or legal action arising
<br /> therefrom. •
<br /> 9.3 Anther Instruments. Each Party will,whenever and as often as it shall be reasonably
<br /> requested to do so by the other,cause to be executed,acknowledged or delivered any and all spelt further
<br /> instnunents and documents as may be necessary or proper, in the reasonable opinion of the requesting
<br /> Party,in order to carry out the intent and purpose ofthis Agreement.
<br /> 9.4 Calculation at Time Periods:Business Dav: Tine of Essence. Unless otherwise
<br /> specified,in computing any period of time described herein,the day of the act or event after which the
<br /> designated period of(line begins to run is not to be included and the last day of the period so computed is
<br /> to be included,unless such last day is not a Business Day,in which event the period shall it until the end
<br /> of the next day which is a Business Day: The last day of any period of time described herein shall be
<br /> deemed to end at 5:00 p.m.local*mein the state in*hie theReal Property:bloated As used herein,
<br /> the term"Business Day"means any day occluding Saturdays,Sundays and State and National holidays
<br /> and any day the City is closed. Subject to the forego ngprovislon ,thueis of theesseuceofthls Agreement.
<br /> 9.5 Barre Agreement; Atnondments. This Agreement (including the documents
<br /> delivered pursuant to this Agreement), constitutes the entire agreement of the Patties pertaining to due
<br /> subjeetmatterofthisAgreementandsupersedesaliprioragreementsorlettersofintentoftheParties. This
<br /> Agreement may not be amended,modified,or supplemented except by a Witten instrument sigaedby an
<br /> authorized representative of each of the Parties.
<br /> 9.6 ,Survival. All covenants,agreements, representations,warranties and indemnities
<br /> contained in this Agreement shall survive the enaction and delivery of this Agreement and the Close of
<br /> Escrow and the delivery and recordation of all documents or instruments in connection therewith.
<br /> 9.7 Binding Effect Bnforcerinent. The covenants, agreements, representations, and
<br /> warranties contained herein will be binding upon, be enforceable by and inure tc the benefit of the
<br /> representatives,successors,and permitted assigns of the respective parties hereto.
<br /> 9.8 Applicable Law. This Agreement will be construed and interpreted under, and I
<br /> governed and enforced according to,the laws of the State of California applicable to contracts made and
<br /> to be performed entirely therein,
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