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regulations, statutes, ordinances, covenants, conditions and restrictions of any
<br />governmental or quasi-governmental entity or of any other person or entity, (vii) the
<br />presence of Hazardous Substances on, under or about the Property or the adjoining or
<br />neighboring property, (viii) the quality of any labor and materials used in any
<br />improvements on the Property, (ix) the condition of title to the Property, (x) the contracts
<br />or other agreements affecting the Property and (xi) the economics of the operation of the
<br />Property.
<br /> B’RS.
<br />12.3 Buyer acknowledges that some defects may
<br />UYERS ELEASE OF ELLER
<br />become apparent only after the Closing Date. Buyer on behalf of itself and its successors
<br />and assigns covenants not to bring any action against Seller and waives its right to
<br />recover from, and forever releases and discharges, Seller, Seller’s elected and appointed
<br />officials, employees, legal counsel and agents of each of them, and their respective
<br />successors (collectively, the “Seller Related Parties”) from any and all demands, claims,
<br />legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens,
<br />judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees
<br />and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that
<br />may arise on account of or in any way be connected with (i) the physical condition of the
<br />Property including, without limitation, all structural and seismic elements, all mechanical,
<br />electrical, plumbing, sewage, heating, ventilating, air conditioning and other systems, the
<br />environmental condition of the Property and all Hazardous Substances on, under, or
<br />about the Property, or (ii) any Environmental Law.
<br />13. RP
<br />EDEVELOPMENT OF THE ROPERTY
<br />
<br />PC.
<br /> 13.1 Buyer will redevelop the Property in accordance with the terms
<br />ROJECT OSTS
<br />and conditions of this Agreement, at Buyer’s sole cost and expense.
<br />
<br />DCD.
<br /> 13.2 Beam shall complete, or cause to be
<br />ESIGN AND ONSTRUCTION RAWINGS
<br />completed, the design work necessary to build the Project. Beam and Agency have
<br />agreed to the Conceptual Plans as a basis for entering into this Agreement. Beam shall
<br />prepare Design Drawings and final Construction Plans and Specifications and submit
<br />them to Agency for review and approval within the timeline set forth in the Project
<br />Schedule.
<br />
<br />A’R.
<br /> 13.2.1 Agency’s review and approval of the Design
<br />GENCYS EVIEW
<br />Drawings and the final Construction Plans and Specifications shall be limited to (i)
<br />review of the Design Drawings for substantial consistency with the Conceptual Plans; (ii)
<br />review of the final Construction Plans and Specifications for substantial consistency with
<br />the Design Drawings; (ii) compliance with all applicable federal, state and local laws,
<br />including the Plan and the Code; (iii) material compliance with Agency’s LEED
<br />Requirements; and (iv) rehabilitation of the historical characteristics of the Centre Court
<br />Building.
<br />
<br />A’AD.
<br /> 13.2.2 Agency shall approve or
<br />GENCYS PPROVAL OR ISAPPROVAL
<br />disapprove the Design Drawings and the final Construction Plans and Specifications
<br />within ten (10) days of Beam’s submittal and provide Beam written notice of Agency’s
<br />Page 15 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008)
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