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<br /> “AS IS, WHERE IS.”
<br />10. The Buyer acknowledges that it has inspected or has had the
<br />opportunity to inspect the Property and agrees to accept the Property “AS IS” with no right of set
<br />off or reduction in the Purchase Price. Such sale shall be without representation of warranties,
<br />express or implied, either oral or written, made by the Seller or any officer, employee, or agent of
<br />the Seller with respect to the physical condition of the Property, with respect to the compliance of
<br />the Property or its operation with any laws, ordinances, or regulations of any government or other
<br />body, except as stated above. The Buyer acknowledges and agrees that the Seller has not made
<br />and does not make any representations, warranties, or covenants of any kind or character
<br />whatsoever, whether expressed or implied, with respectincluding, but not limited to, to warranty of
<br />income potential, operating expenses, uses, habitability, tenant ability, or suitability for any
<br />purpose, merchantability, or fitness of the Property for a particular purpose, all of which warranties
<br />
<br />the Seller hereby expressly disclaims, except as stated above.
<br />
<br /> Closing Costs/Recording Fees/Deed Tax.
<br />11.The Buyer will pay: (a) title insurance
<br />premium costs; (b) the recording fee for the deed transferring title to the Buyer; and (c) any survey
<br />or environmental investigation costs incurred by it. The Buyer will also pay all other fees
<br />normally paid by sellers, including (a) any transfer taxes, recording fees and Well Disclosure fees
<br />required to enable the Buyer to record its deed from the Seller under this Agreement; (b) fees and
<br />charges related to the filing of any instrument required to make title marketable; and (c) title
<br />evidence and updating costs. The Buyer will also pay all closing fees charged by the title
<br />insurance or other closing agent, if any, utilized to close the transaction contemplated by this
<br />Agreement. Each party shall pay its own attorney fees.
<br />
<br /> Inspections.
<br />12.From the date of this Agreement to the Closing Date, the Buyer, its
<br />employees and agents, shall be entitled to enter upon the Property to conduct such surveying,
<br />inspections, investigations, soil borings and testing, and drilling, monitoring, sampling and
<br />testing of groundwater monitoring wells, as the Buyer shall elect; provided, that the Seller is given at
<br />least 24 hours’ notice before entering the Property.
<br />
<br /> Relocation Benefits; Indemnification.
<br />13.The Seller acknowledges that the Seller
<br />and its tenant are being displaced from the Property as a result of the transaction contemplated by
<br />this Purchase Agreement and that the Seller and its tenant are eligible for relocation assistance and
<br />benefits and that the Purchase Price includes compensation for any and all relocation assistance
<br />and benefits for which the Seller and its tenant may be eligible and the Seller agrees to waive any
<br />and all further relocation assistance benefits. The Seller agrees to provide a waiver of relocation
<br />benefits signed by its tenant prior to the Closing Date. The provisions of this paragraph shall
<br />survive closing of the transaction contemplated by this Purchase Agreement.
<br />
<br /> Risk of Loss.
<br />14.If there is any loss or damage to the Property between the date hereof
<br />and the Closing Date, for any reason including fire, vandalism, flood, earthquake or act of God,
<br />the risk of loss shall be on the Seller. If the Property is destroyed or substantially damaged before
<br />the Closing Date, this Agreement may become null and void, at the Buyer’s option. At the request
<br />of the Buyer, the Seller agrees to sign a cancellation of Agreement.
<br />
<br /> Default/Remedies.
<br />15. If the Buyer defaults in any of the covenants herein, the Seller
<br />may terminate this Agreement, and on such termination all payments made hereunder shall be
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<br />505045v34 SJS EL185-13
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