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company_ of which, Bayer or an affiliate entity is the managing member and which Buyer or air <br />affiliate entity directly or indirectly holds an ownership interest and any other entity in which <br />Buyer directly or indirectly has an ownership interest and is responsible for managing the day to <br />day activities of such entity or (c) SA Hotel One LP, a California limited partnership ('which <br />entity has been formed by Buyer to acquire and develop the Property and confoms to the <br />foregoing). Buyer shall provide Seller with written notice of any such assignment. <br />9.17 No 'Third Parry Beneficiaries. Notwithstanding any provision contained <br />in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an <br />agreement for the sale of assets and none of the provisions hereof shall be deemed to create any <br />obligation or liability of any person that is not a Party, whedrer under a third-party beneficiary <br />theory„ laws relating to transferee liabilities or otherwise. Except as provided otherwise in this <br />Agreement, Buyer shall not ascunnc and shall not be obligated to discharge or be liable for any <br />debts, liabilities or obligations of Seller including, but not limited to, espy (a) liabilities or <br />obligations of Seller to its creditors, shareholders, members, partners, managers, or owners, (b) <br />liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior <br />to, on or after the Close of Escrow, (c) 'liabilities or obligations of Seller for any federal, state, <br />county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or <br />nnicnown by Seller or Buyer. Except as provided otherwise in this Agreement, Buyer shall have <br />no duty whatsoever to take any action or receive or mare any payment or credit arising from or <br />related to any services provided or costs incurred in connection with the Property prior to the <br />Close of Escrow, including, but not lirtiited to, any matters relating to cost reports, collections, . <br />audits, hearings, or legal action arising therefrom. <br />[SIGNATURES ON FOLI,OPVING PAGE] <br />-lb- <br />25C-28 <br />