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partnership agreement, lease or other agreements or instruments to which Optionee is a party or <br />which affect any of the Property or the transactions contemplated by this Agreement. <br />10.7. Other than as disclosed by Optionor in writing to Optionee, there are no legal <br />proceedings either pending or, to the knowledge of the Optionee Representatives, threatened, to <br />which Optionee is or may be made a party, or to which the Property, is or may become subject or <br />which could reasonably affect the ability of Optionee to carry out its obligations hereunder or <br />which would affect the Property. <br />Optionee shall promptly advise Optionee in writing if Optionee becomes aware that any <br />representation or warranty made by Optionee is or becomes untrue in any material respect prior <br />to any Close of Escrow. Optionee's representations and warranties set forth in this Section shall <br />be deemed to be restated at consummation of any purchase contemplated in this Agreement and <br />shall survive any such purchase. <br />11. Destruction/Condemnation of Property: Other Notices. In the event that all or any <br />portion of the Land or Improvements is damaged or destroyed by any casualty or is subject to a <br />taking or condemnation under the provisions of applicable law after the Effective Date but prior <br />to the date of Closing, Optionor shall give Optionee immediate written notice of the same. <br />Optionor shall promptly notify Optionee of any building code violation notices or actions <br />pending, and of any event that causes the representation of Optionor under this Agreement to no <br />longer be true or correct. <br />12. Notices. Any notice, request, demand, instruction or other document required or <br />permitted to be given or served hereunder or under any document or instrument executed <br />pursuant hereto will be in writing and will be delivered personally or sent by United States <br />registered or certified mail, return receipt requested, postage prepaid or by overnight express <br />courier, postage prepaid and addressed to the parties at their perspective addresses set forth <br />below, and the same will be effective upon receipt if delivered personally or via overnight <br />express courier or on the third Business Day after deposit if mailed. A party may change its <br />address for receipt of notices by service of a notice to such change in accordance herewith. <br />If to Optionee: St. Joseph Health System <br />3345 Michelson Drive, Suite 100 <br />Irvine, California 92612 <br />Attn: Annette Walker <br />with a copy to: St. Joseph Health System <br />3345 Michelson Drive, Suite 100 <br />Irvine, California 92612 <br />Attn: General Counsel <br />If to Optionor: (-,6 " I S6 I'\j "Gi &w' - C04V <br />Zo 0 1VIc Ce4l4er` FIkza <br />Art ,,.: f erid Or2S y C-1 Irecf'uC <br />with a copy to: CAA pt jeWS tee -tt- 4 4ht G, A('( <br />fwi&r, Clef K -�� <br />51528687.9 <br />