Standard Form Of Letter Of Intent (Page 2 of 3) in pdf

Escrow: Upon execution of the Purchase and Sale Agreement, the Buyer and Seller shall

open an escrow (“Escrow”) with __________________ (“Title Company”). On the Closing Date, if all

the conditions precedent set forth in the Purchase and Sale Agreement are satisfied, then the Buyer and

Seller shall close the sale through the Escrow (the “Close of Escrow”).

“AS IS”: The Property and all improvements located thereon will be sold “AS IS”

without the benefit of any representations or warranties regarding its condition. The Buyer will purchase

the Property based upon and in reliance upon its own inspection and analysis of the condition of the

Property.

Inspection Period: The Purchase and Sale Agreement will provide that the Buyer will

have ________ (___) days (“Due Diligence Period”) after execution of the Purchase and Sale Agreement

to approve or disapprove the condition of the Property, including the following:

Title: The Buyer shall have the right to review and approve a title report and all

exceptions thereto issued by Title Company.

Physical Condition: The Buyer shall have the right to conduct such non-invasive soils

tests, engineering studies, environmental audits and investigations, and such feasibility and other studies

regarding the condition of the Property as it considers prudent. In connection with the inspections, Buyer

and any consultant, contractor or other person entering the Property shall name Seller as an additional

insured on a $1,000,000.00 combined, single limit, comprehensive general public liability insurance

policy issued by a licensed insurance company reasonably acceptable to Seller.

Documents: Buyer shall have the right to review all documents of record and all zoning,

land use and other governmental regulations, laws, permits and approvals that apply to the Property. The

Buyer shall have the right to review and approve all contracts, rent rolls, plans, studies and reports related

to the Property, that Seller has in its possession and that are not privileged, confidential or proprietary.

Indemnity: Buyer shall indemnify, defend and hold Seller harmless for, from and against

any and all claims, damages, costs, liabilities and losses (including mechanics’ liens) arising out of any

entry by Buyer or its agents, designees or representatives.

10.

Limitation of Buyer’s Remedy: The Purchase and Sale Agreement shall provide that the

Buyer waives the remedy of specific performance and, if the Close of Escrow does not occur because of a

default by Seller under the Purchase and Sale Agreement, the sole remedy of Buyer shall be to terminate

the Purchase and Sale Agreement and receive a refund of the Total Deposit.

11.

Brokers: The only broker(s) involved in the purchase and sale of the Property is

__________________________________ and ______________________.

Buyer shall defend,

indemnify or hold Seller harmless against any commission or finder’s fees or claims relating to the sale of

the Property by any other person or entity. The Seller shall be responsible for the payment of the

Broker’s fee or commission fee for the above-referenced broker(s) in accordance with Seller’s separate

written agreement with the broker.

12.

Confidentiality: Buyer shall keep all information and reports obtained from Seller or

relating to the Property or the proposed transaction confidential and will not disclose any such

information to any other person or entity without obtaining the prior written consent of Seller.

This letter is merely an invitation to negotiate and is not a contract, offer or option. This letter

does not provide Buyer with any rights in the Property or against Seller or its affiliates. The Seller

A-2

20664684.5150076-00001

Standard Form Of Letter Of Intent Page 2

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