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9.2 No Third Party Beneficiaries, 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 including, 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 Seller with respect to any acts, events or transactions occurring prior to, on or after the Close of Escrow,
<br />(c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) 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 action or receive or 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 />but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising
<br />therefrom.
<br />9.3 Further 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 such further
<br />instruments 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 of this Agreement.
<br />9.4 Calculation of Time Periods: Business Day Time 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 time 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 run 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 time in thestate in which the Real Property is located. As used herein,
<br />the term "Business Day' means any day excluding Saturdays, Sundays and State and National holidays
<br />and any day the City is closed. Subject to the foregoing provisions, time is of the essence of this Agreement.
<br />9.5 Entire Agreement, Amendments. This Agreement (including the documents
<br />delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the
<br />subject matter ofthis Agreement and supersedes all prior agreements or letters of intent of the Parties. This
<br />Agreement may not be amended, modified, or supplemented except by a written instrument signed by 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 execution 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 Enforcement. The covenants, agreements, representations, and
<br />warranties contained herein will be binding upon, be enforceable by and inure to 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
<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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