THIS PURCHASE AGREEMENT ("Agreement") is made and entered into as of September 22nd 2016, by and between Tahoe Stateline Venture, LLC ("Seller"), and Jianping Pan, Kawana Holdings LLC and/or nominee (collectively, "Buyer") or assignee with reference to the following: 

 

1.

Purchase and Sale.  Upon all the terms and conditions contained in this Agreement, Buyer hereby agrees to purchase from Seller, and Seller hereby agrees to sell to Buyer, that certain real property consisting of approximately  6.5 acres at street level, 8.0 acres at garage level, 8.0 acres of airspace, plus a portion of common area thereto, of land and entitlements in the City of South Lake Tahoe, California (the "City"), commonly known as The Chateau at the Village, as delineated in Exhibit A attached hereto (the "Project"). Purchase shall include all or a portion thereto of APN#s 029-066-21 (air rights and parking only pertinent to this APN; not including existing retail  and all or a portion of APN# 029-061-01, 02, 08, 09, 10, 11, 12, 13, 14, 15 and all or a portion of APN #029-062-02, 03, 14 & 22 (the "Property"). (Final parcels to be created and recorded with new subdivision map, including air rights, to be approved by both Buyer and Seller prior to Close of Escrow [as hereinafter defined]). Purchase shall also include the approved 365 TAU's per Exhibit A, plus 22 additional TAU's owned by Seller, for a total of 387 TAU's to be transferred to Buyer at Closing (as hereinafter defined). In addition to the above APN#s, Buyer is purchasing all parking, parking garages/structures, Buyer is also purchasing the entry way between the two Chateau retail buildings (APN#s 029-066-21) and the landing that goes from the entryway down to the parking garage. New APN#s for this area and the garage/parking level to be provided with new Tentative Map.  Seller is to retain ownership of the area in the parking garage known as "Future Night Club Site" These areas to be identified in colored highlights on the draft Tentative Map. Draft map and legal descriptions to be provided to escrow officer prior to close of escrow in order to determine legal transfer of title.

 

2. Escrow.  Within Seven (7) business days after the date this Agreement has been signed and delivered by and between the parties hereto, an escrow ("Escrow") shall be opened with Escrow Officer Peggy Sue Lane with First American Title Company ("Escrow holder"), by Buyer delivering a fully executed copy of this Agreement to Escrow holder along with the Initial Deposit referred to in Section 4(a) below. Seller, upon execution of this Agreement, and at Seller's expenses, shall deliver to Buyer any documents regarding the Property in Seller's possession (as more specifically described in subsection 6(d) (vii) of this Agreement). 

 

3. Closing and Extension of Escrow.  The terms "Closing" and "Close of Escrow" shall mean the completion of the purchase, exchange of money and documents, recording of the Grant Deed (the "Deed") and delivery of possession of the Property to Buyer. In order for Seller to be bound by the Purchase Price (as hereinafter defined) terms set forth in Section 4 of this Agreement, the Closing shall take place through Escrow upon satisfaction (or waiver by the appropriate party) of all conditions to Closing set forth herein on November 18th, 2016, or within seven (7) business days after the approval by the City of the Tentative Map for the Project, whichever occurs later, (the "Closing Date").  In the event that the Closing does not occur by December 31, 2016, the Closing shall occur within seven  (7) business days after the approval by the City of the Tentative Map for the Project or  March 31st, 2017, and subject to Buyers ability to close escrow with accurate legal descriptions, or a determination is made by Buyer and First American Title Company that sufficient legal documentation of all rights being purchased,  whichever occurs sooner, and in either case, the entire Purchase Price in excess of the Deposit (as hereinafter defined) shall be due and payable at the Closing.     

 

4. Purchase Price.  The total purchase price ("Purchase Price") for the Property shall be Forty-Five Million and Five Hundred Thousand Dollars ($45,500,000). Purchase Price shall be paid into escrow as follows: 

 

(a)The sum of Five Hundred Thousand Dollars ($500,000), "Initial Deposit", to be delivered to Escrow holder in the form of a cashier's check or wire within (3) business days after the execution of this Agreement by both parties. In the event Buyer fails to deposit the foregoing sum with Escrow holder, the Escrow shall be deemed automatically canceled and this Agreement shall terminate.  

 

 

 

 

 

5. Cost and Prorations.  

 

a.

Seller to credit Buyer $3,000,000 (Three Million) dollars at closing as a one-time non-recurring closing cost (the "Seller Credit"). Nominee and account information to be provided to escrow holder prior to close of escrow.  Buyer shall pay the cost of the commission to Sierra Sotheby's International, Broker Vince Scott.

 

        (b)Buyer and Seller each shall pay one-half (1/2) of all Escrow fees, conveyance or transfer fees or taxes, and recording costs. 

 

(c)Seller shall pay the cost of any documentary and transfer tax fees. 

 

(d)Seller shall pay the cost of the policy of title insurance referred to in Section 6 (b) below. 

 

(e)Buyer and Seller shall each bear their own respective legal and accounting costs outside of Escrow. 

 

(f)All non-delinquent real property taxes (including and non-delinquent general and special bonds and assessments) on the Property (based upon the latest available tax information) shall be prorated through Escrow between Buyer and Seller as of the Closing using the customary escrow procedures for El Dorado County, California. 

 

(g)All other costs or expenses not otherwise provided for in this Agreement, if any, shall be apportioned or allocated between Buyer and Seller in the manner customary in El Dorado County, California. 

 

6. Conditions to Closing.  The obligations of Seller and Buyer to complete the purchase and sale of the Property are subject to satisfaction (or waiver by the 

appropriate party) of the following conditions at or prior to Closing: 

 

(a)Transfer and Possession.  Seller shall deliver into Escrow the executed and recordable Deed in form sufficient to convey good and marketable title to the Property to Buyer, subject only to the matters described in Subsection 6(b) of this Agreement. When all required funds and instruments have been deposited into Escrow by the appropriate parties, and when all other conditions to Closing have been fulfilled (or waived by the appropriate party), Escrow holder shall deliver said funds, the Note and the Deed of Trust to Seller and cause to be recorded such Deed, whereupon Buyer shall be entitled to possession of the Property. 

 

(b)Title.  Escrow holder shall be prepared or committed to deliver to Buyer CLTA policy of title insurance, dated as of the Closing, insuring Buyer in an amount equal to the Purchase Price, and showing title vested in Buyer subject only to: 

 

(i)Non-delinquent real property taxes (including and non-delinquent  
general and special bonds or assessments); 

 

(ii)The printed exceptions contained in the foregoing title insurance policy; 

All other matters approved in writing by Buyer; and 

 

(iii)All matters shown on current preliminary title report, dated within thirty (30) days of the date of this Agreement; excepting only such matters as Buyer may have expressly disapproved by giving written notice to Seller through Escrow within five (5) business days after Buyers acknowledged receipt of: (aa) such report and (bb) full copies of all instruments (other than tax bills) referred to therein. Buyer's failure to disapprove any such item by giving such notice to Escrow holder within the foregoing period shall constitute irrevocable approval of all such items. 

 

(c)Buyers Investigation.  Buyer shall have until October 3, 2016 or sooner after execution of this Agreement by both parties to conduct feasibility, toxic studies, geo-tech studies, structural studies, TRPA and CSLT permit conditions for Buyers intended purposes (the "Due Diligence Period") at Buyer's sole cost. In the event Buyer, in Buyer's sole opinion, deems any items unacceptable within the Due Diligence Period, Buyer shall so notify Seller in writing. This Agreement shall then terminate and the Deposit shall be returned to Buyer by Escrow holder, less any fees and/or costs of Escrow holder, which shall be paid by Buyer and Seller as set forth in this Agreement. Buyer retains the right to terminate this Agreement for any reason within the Due Diligence Period, which expires on Monday October 3, 2016 at 5:00pm Pacific Standard Time.  Upon such termination, neither Buyer nor Seller shall have any further obligations, duties or liabilities under this Agreement, except those that specifically survive such termination. Tentative Map and Parking Agreement shall be excluded from this diligence period. 

 

(i)Seller hereby grants to Buyer and to Buyer's agents, engineers, contractors, representatives and employees effective during the term of this Agreement, the right to enter, at any time prior to the Close of Escrow or earlier termination of this Agreement, upon the Property for purposes of performing, at Buyer's expense, an ALTA, boundary, and/or other survey; engineering studies, hazardous material and soils tests; and such other feasibility studies and inspections discretion (collectively, "Investigations").  All Investigations shall be at the sole expense of Buyer, who shall be responsible for restoring the Property to substantially the same condition it was in prior to said Investigations.  Buyer shall not conduct any invasive testing of any kind except with Seller's written permissions Buyer shall defend, indemnify and hold harmless Seller from any and all liabilities, claims, and damages for property damage and personal injury that Seller may incur caused by the acts, errors or omissions of Buyer and/or Buyer's agents in furtherance of any Investigations.  Buyer's indemnification obligations under this Subsection 6(c) shall survive one (1) year from the earlier of (A) the Close of Escrow or (B) any termination of this Agreement.  Buyer shall obtain and maintain commercial general liability insurance in a form and amount satisfactory to Seller which shall cover and insure all claims, perils or damages which could arise out of Buyer's or Buyer's consultants and contractors entrance, operations and investigations on the Property.  Buyer shall cause Seller to be named as an additional insured under such policy(ies) of insurance. Certificates of insurance and applicable endorsements evidencing such coverage for the benefit of Seller shall be delivered to Seller prior to Buyer's (or Buyer's consultant[s]) entry upon the Property. 

 

 

(d)Additional Conditions to Closing.  

 

(i)Execution of this Agreement in form and substance satisfactory to Buyer or its counsel and Seller or its counsel. 

 

(ii)Buyer's approval of all TRPA, City permit conditions, EIS reports, plans, permits, studies and TRPA Summary (Exhibit A) and Property Data Sheet (Exhibit B) of the Property provided by Seller. 

 

(iii)Buyer receiving certificates, third party TRPA consultant Gary Midkiff Associates, and other instruments and documents customarily delivered in transactions similar in nature to the transaction contemplated hereby, including, but not limited to, subdivision map approval, joint parking agreements, review and approval of project C.C.R's, allocation of impervious coverage, loss mitigation plan in the event of fire or other disaster, tenant lease agreements and estopple certificates, disclosures to tenants and buyers of construction schedules and disruption of services thereto and the overall willingness of the TRPA and City to approve buyers intended uses within the framework of the existing permit. 

 

(iv) An acceptable joint use parking agreement between the parties whereby Buyer shall own and control all parking.  Buyer agrees to provide a maximum of fifty-four (54) parking spaces for Zalanta/Chateau retail tenants. Buyer shall retain the right to charge Zalanta/Chateau tenants for parking at commercially reasonable rates as outlined in the HOA or Parking Agreement... Buyer hereby acknowledges and agrees that the Thirty (30) Zalanta condominium owners shall be allowed to utilize a designated portion of the property for parking until such time as the Zalanta phase II parking garage is completed and ready for use, or a maximum of twenty-four (24) months, whichever occurs first.  This agreement for the Zalanta parking shall remain in effect for no more than twenty-four (24) months from close of escrow. Buyer to review Parking Agreement within (7) days of receipt of draft agreement from Buyers Attorney. Buyer will notify Seller If terms are acceptable or if the agreement needs revisions, buyer will notify seller within the 7 days. 

 

(v)An acceptable subdivision map and legal description of the "air 

rights" for units developed above the current retail. Including insurance and  
redevelopment plan in the event of fire or other natural disaster. 

 

                          (vi)Buyer may at its option request an extended coverage ALTA title insurance policy for the Property. The difference in the cost from the title insurance policy and the extended coverage title insurance policy shall be split 50/50 between Buyer and Seller. 

 

(vii)Seller to furnish to Buyer copies of documents regarding the Property that are currently in Seller's possession, including, but not exclusive to any geotechnical studies, environmental studies, plans, permits and documents regarding maps. 

 

(viii)Seller and Buyer will share equally in the costs related to the C.C.R's, Parking Agreements, Subdivision Maps or Legal Agreements related to the retail portion and air rights tentative map for the Project. Neither party shall unreasonably deny, or fail to cooperate with, hinder, slow down or obstruct the intended uses of the other party. Parties shall act in good faith in a mutually beneficial manner whenever possible. 

 

(ix)Seller and Buyer will mutually agree that Seller's attorney shall prepare the draft Subdivision Map, C.C.R's, HOA documents for the project for Buyer's review and approval prior to expiration of Due Diligence Period. 

 

(x)In the event, Buyer terminates this Agreement, Buyer will deliver to Seller copies of all studies and reports pared by and/or on behalf of Buyer regarding the Property and the transaction contemplated by this Agreement within seven (7) days of such termination. 

 

(xi)Should Buyer wish to assign their rights to this Purchase Agreement, the assignee and any agreement of assignment shall be approved in writing by Seller. But shall not be unreasonably withheld.  This does not preclude Buyer from bringing in partners and operators, or entering into agreements prior to Close of Escrow. 

 

                         (xii)      In the event Seller elects to sell the remaining 60 Zalanta units, Buyer and Seller agree to negotiate in the future the terms of a right of first refusal agreement, without any obligation on Sellers part to grant such right. In addition, Buyer shall have the first right of refusal to lease the Zalanta sales office located in the Chateau at the Village, if Seller vacates the premises, for a term and rate comparable to similar retail spaces in the Chateau project. 

 

                         (xiii)Seller and Buyer agree to work together to share in the maintenance of the improvements constructed on the Property as of the Closing Date.  Seller acknowledges and agrees that it will be solely responsible, prior to Closing, for the maintenance of any additional improvements constructed and/or placed on the Property, including, without limitation, the storm water management related to the Property and/or the Project. 

 

7. Title & Warranties. Subject to the provisions of Section 11 of this Agreement, Seller hereby represents warrants and covenants as follows: 

 

(a)Seller has full power and authority to enter into and perform this Agreement in accordance with its terms. 

 

(b)Seller has not received notice of any defaults under the First Note and/or First Deed of Trust. 

 

(c)Prior to Close of Escrow, Seller shall maintain the Property in accordance with its established practices. 

 

(d)Except for service or maintenance contracts with the HOA, or as disclosed by Seller prior to execution hereof, there are no management, employment, service, or maintenance contracts or other similar agreements which will affect Buyer or the Property subsequent to the Close of Escrow. 

 

(e)Seller has no actual knowledge of any claim, litigation, proceeding or governmental investigation pending against or relating to the Property, and Seller does not have any belief that there is basis for any such claim, litigation, other proceeding or governmental investigation. 

 

(f)Seller has no actual knowledge of any notice of violation of any applicable zoning regulation or ordinance or other law, order, ordinance, rule regulation, code, or requirement, or of any covenant, condition, or restriction affecting or relating to the construction, use or occupancy of the Property.  

 

(g)Seller has no actual knowledge that the subject Property does not conform to all applicable zoning regulations and ordinances affecting or relating to the construction, use or occupancy of the Property. 

 

(h)Seller has no actual knowledge of any encroachments onto the Property of improvements located on any adjoining property, or of any improvements located on the Property encroaching onto adjoining property, excepts as disclosed by survey. 

 

(i)Seller has no actual knowledge of any intended public improvements which will result in any charge being levied or assessed against, or in the creation of any lien upon the Property accept as those contained in the preliminary title report. 

 

(j)Seller has no actual knowledge of any pending or contemplated condemnation of the Property, or any part thereof. 

 

(k)To the extent of Seller's actual knowledge, all utilities including, but no limited to, gas, electricity, water, sewage, and telephone are currently available to the Property. Seller makes no warranty or representation as to the future availability of such utilities services. 

 

(l)Seller has no actual knowledge of any fact or condition which will result in the termination of the present access to or from the Property and any existing highways and roads. 

 

(m)Seller has no actual knowledge of any attachments, executions, or assignments for the benefit of creditors or voluntary or involuntary proceedings in bankruptcy pending against Seller. 

 

(n)Seller has no actual knowledge of any order or directive of the applicable Department of Building Safety, Health Department, or any other City, County, State, or Federal authority that any work or repair maintenance or improvement be performed on the Property. 

 

(o)If Seller or Buyer discovers any fact not now known to the Seller that would make any warranty or representation contained herein untrue, that party will immediately give notice to the other and the Buyer shall have as its sole remedy the right to terminate this Agreement. 

 

(p) With respect to the documents, information, and records provided by Seller to Buyer pursuant to the terms of this Agreement, Seller represents and warrants that it has no actual knowledge of any inaccurate information contained is said documents, information and records, except as otherwise disclosed to the Buyer in writing. 

 

(q)Certain principal(s) of both Buyer and Seller may possess Real Estate Broker's/Salesman's Licenses. 

 

(r)To the best of Seller's knowledge the Property does not and has never contained any hazardous or toxic wastes, without limitation, under any applicable federal, state or local laws or regulations.  

 

(s)Buyer shall receive such mineral, gas and oil rights of the Property to the extent owned by Seller as part of the purchase of the Property. 

 

8.AS IS SALE.  BUYER REPRESENTS, WARRANTS AND COVENANTS TO SELLER THAT BUYER WILL, DURING THE DUE DILIGENCE PERIOD, INDEPENDENTLY AND PERSONALLY INSPECT THE PROPERTY AND IMPROVEMENTS, IF ANY, AND THAT BUYER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS RIGHTS AND INTENTIONS TO MAKE SUCH PERSONAL EXAMINATION AND INSPECTION.  BUYER AGREES THAT BUYER WILL ACCEPT THE PROPERTY, IN ITS THEN CONDITION AS-IS AND WITH ALL ITS FAULTS, INCLUDING, WITHOUT LIMITATION, ANY FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT.  NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE CONDITION OF THE PROPERTY OR THE VALUE OF THE PROPERTY; BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION AFFECTING THE PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND REVIEW OF SUCH INFORMATION AND DOCUMENTATION, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER.  BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS MAY OTHERWISE BE PROVIDED HEREIN.  BUYER AGREES TO FULLY AND IRREVOCABLY RELEASE ALL SUCH SOURCES OF INFORMATION AND PREPARERS OF INFORMATION AND DOCUMENTATION TO THE EXTENT SUCH SOURCES OR PREPARERS ARE SELLER AND ITS EMPLOYEES, OFFICERS, PARTNERS, REPRESENTATIVES, AGENTS, SERVANTS, ATTORNEYS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS FROM ANY AND ALL CLAIMS THAT THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SUCH SOURCES AND PREPARERS OF INFORMATION FOR ANY COSTS, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM SUCH INFORMATION OR DOCUMENTATION.  SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY OF THE FOREGOING ENTITIES AND INDIVIDUALS OR ANY OTHER INDIVIDUAL OR ENTITY.  BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS" CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED HEREIN. 

 

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Buyer's Initials    

 

(a)Release by Buyer.  Except for Seller's breach of any of the representations and warranties expressly made by Seller in this Agreement, subject to the qualifications set forth in this Agreement or in the Deed and except for claims that by the express terms of this Agreement survive Closing, Buyer, on behalf of itself and its successors and assigns respecting the Property (including every natural person, firm, association, organization, partnership, business trust, corporation, limited partnership, public entity or other form of entity (collectively, "Persons") who at any time after the Closing owns, occupies or possesses any portion of the Property) (collectively, "Releasors"), does hereby, on and as of the Closing Date to the maximum extent permitted by law, waive, release and forever discharge Seller, and all members, managers, shareholders, directors, officers, partners, successors, employees, accountants, attorneys, agents and representatives of Seller (collectively, the "Releasees") from any and all claims, actions, causes of action, demands, liabilities, damages, costs, expenses, or compensation whatsoever, whether direct or indirect, known or unknown, foreseeable or unforeseeable (including, but not limited to, any economic damages, damages to or destruction of property, personal injuries and injury to or death of any person) which:  (a) any Releasor may have at the Closing on account of, or in any way arising out of, or connected with, the Property or any portion of the Property; or (b) which may arise after the Closing on account of, or in any way arising out of, or connected with, the condition, value, title and/or feasibility for Seller's purposes of the Property.  Buyer, on behalf of itself and all Releasors, waives all rights, benefits and protections, except in the event and to the extent of any intentional or willful non-disclosure of material facts concerning the Property by Seller, Buyer, on behalf of itself and all Releasors, waives all rights, benefits and protections of California Civil Code Section 1542 and all similar law.   

 

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."  

 

Buyer acknowledges that Buyer is represented by counsel of its choosing and that Buyer understands the significance of executing this Agreement and the general release of claims set forth above. 

 

 

_____________________ 

Buyer's Initials 

 

 

9. Time of Essence and Escrow Cancellation.  Time is of the essence of every provision of this Agreement in which time is an element. If not executed by September 30, 2016, this Purchase Agreement will expire.  

 

(a)Seller's Failure.  If Seller fails to deposit a recordable Deed pursuant to Section 6(a) of this Agreement, or Seller cannot by the Closing convey title to the Property subject only to the matters described in Section 6(b) of this Agreement, then Buyer at its option may terminate this Agreement and cancel the Escrow by giving written demand to Seller and Escrow holder within the applicable period or periods provided above. Thereupon: 

 

(i)Escrow holder shall promptly return to Buyer the Deposit and Escrow holder shall return all other instruments to the parties who deposited the same; 

 

(ii)All title and Escrow cancellation charges shall be shared equally by Buyer and Seller; and 

 

(iii)Each party shall be fully and completely excused and released from any further obligations hereunder or liability of any nature or amount whatsoever to the other party, except with respect to any obligations under this Agreement which survive its termination.  

 

______________  Seller's Initials

____________  Buyers Initials