COURT COSTS
INCURRED, IN ADDITION TO ANY OTHER DAMAGES OR RELIEF AWARDED.
7.12.
ASSIGNMENT. BUYER MAY NOT ASSIGN ITS RIGHTS OR DELEGATE ITS
OBLIGATIONS HEREUNDER WITHOUT SELLER'S PRIOR WRITTEN CONSENT, WHICH CONSENT MAY
ONLY BE WITHHELD IN SELLER'S REASONABLE DISCRETION. SELLER MAY NOT ASSIGN ITS
RIGHTS OR DELEGATE ITS OBLIGATIONS HEREUNDER WITHOUT BUYER'S WRITTEN CONSENT,
WHICH CONSENT MAY ONLY BE WITHHELD IN BUYER'S REASONABLE DISCRETION.
NOTWITHSTANDING THE FOREGOING, SELLER SHALL HAVE A RIGHT TO SELL THE PROPERTY TO
A THIRD PARTY ("TRANSFER") SUBJECT TO THE FOLLOWING:
7.12.1. BUYER SHALL HAVE NO OBLIGATION TO PAY ANY ESCROW COSTS, BROKERAGE
COMMISSIONS, TITLE CHARGES, SURVEY COSTS, RECORDING COSTS OR OTHER CHARGES
INCURRED WITH RESPECT TO ANY TRANSFER, AND SELLER SHALL REIMBURSE BUYER FOR ANY
REASONABLE PROFESSIONAL FEES, INCLUDING REASONABLE ATTORNEYS' FEES, WHICH BUYER
MAY INCUR WITH RESPECT THERETO.
7.12.2. BUYER SHALL NOT BE REQUIRED TO (I) MAKE ANY REPRESENTATIONS OR
WARRANTIES REGARDING THE TRANSFER OR PROPERTY, (II) ASSUME ANY OBLIGATIONS
RELATING TO THE TRANSFER, INCLUDING, WITHOUT LIMITATION, ASSUME OR ALLOW ANY
DEBT
20
secured by the Property except in an aggregate amount that is Thirteen Million
Dollars ($13,000,000) or less, or (iii) spend any sum or incur any personal
liability in connection with the Transfer. Buyer shall have no responsibility or
liability to any third party involved in the Transfer other than for such
responsibilities and liabilities to the transferee as "Buyer" hereunder.
7.12.3. THE CLOSE OF ESCROW SHALL NOT BE CONTINGENT OR OTHERWISE SUBJECT TO THE
CONSUMMATION OF TRANSFER AND CLOSE OF ESCROW SHALL OCCUR IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT DESPITE ANY FAILURE TO COMPLETE SUCH TRANSFER FOR ANY
REASON WHATSOEVER;
7.12.4. SELLER SHALL ASSIGN AND TRANSFEREE SHALL ASSUME EACH AND EVERY
OBLIGATION OF THE SELLER SET FORTH IN THIS AGREEMENT, EXCEPT FOR THOSE
OBLIGATIONS SET FORTH IN PARAGRAPH 3.6 HEREOF WHICH SHALL REMAIN THE SOLE
OBLIGATION OF SELLER;
7.12.5. SELLER SHALL NOT BE RELEASED FROM ANY OF ITS OBLIGATIONS HEREUNDER, AND
SELLER SHALL REMAIN OBLIGATED TO PERFORM EACH AND EVERY OBLIGATION SET FORTH IN
THIS AGREEMENT BOTH BEFORE AND AFTER THE CLOSE OF ESCROW (INCLUDING WITHOUT
LIMITATION, THE OBLIGATIONS TO RETURN THE DEPOSITS, AS APPLICABLE, AND TRANSFER
FEE TITLE);
7.12.6. THE TRANSFEREE SHALL TAKE TITLE TO THE PROPERTY SUBJECT AND SUBORDINATE
TO THE TERMS OF THIS AGREEMENT;
7.12.7. SELLER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER AND ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, ATTORNEYS AND THEIR RESPECTIVE
REPRESENTATIVES AND SUCCESSORS IN INTEREST (COLLECTIVELY, THE "INDEMNITEE") FROM
ANY LIABILITY, LOSS, COST, DAMAGE OR EXPENSE, INCLUDING, WITHOUT LIMITATION,
COURT COSTS, EXPERT WITNESS FEES AND ATTORNEYS' FEES, THAT INDEMNITEE MAY SUFFER
OR INCUR AS A RESULT OF ANY CLAIM, DEMAND, ACTION, COST OR JUDGMENT MADE OR
OBTAINED BY ANY INDIVIDUAL, PARTNERSHIP, CORPORATION, ENTITY, GOVERNMENTAL
AGENCY OR PERSON WHICH ARISES OUT OF OR RESULTS FROM THE ASSIGNMENT AND TRANSFER
OF THE PROPERTY, BUT IN NO EVENT IN AN AMOUNT GREATER THAN PROVIDED FOR IN
PARAGRAPH 2.6.3 HEREOF; AND
7.12.8. THE TRANSFEREE SHALL HAVE SUFFICIENT NET WORTH TO UNDERTAKE AND ASSUME
THE