IN THE EVENT BUYER ELECTS TO ASSIGN THIS
AGREEMENT TO AN INTERMEDIARY, SELLER SHALL REASONABLY COOPERATE WITH BUYER
(WITHOUT INCURRING ANY ADDITIONAL LIABILITY OR ANY ADDITIONAL THIRD PARTY
EXPENSES) IN CONNECTION WITH SUCH ELECTION AND THE CONSUMMATION OF THE EXCHANGE,
INCLUDING WITHOUT LIMITATION, BY EXECUTING AN
16
ACKNOWLEDGMENT OF BUYER'S ASSIGNMENT OF THIS AGREEMENT TO THE INTERMEDIARY IN A
FORM REASONABLY SATISFACTORY TO SELLER.
16.3.
NATURAL HAZARDS DISCLOSURE.
BUYER AND SELLER ACKNOWLEDGE THAT
SELLER IS REQUIRED TO DISCLOSE IF ANY PORTION OF THE LAND AND IMPROVEMENTS LIES
WITHIN THE FOLLOWING NATURAL HAZARD AREAS OR ZONES:
(I) A SPECIAL FLOOD HAZARD
AREA DESIGNED BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY (CALIFORNIA CIVIL CODE
SECTION 1102.17); (II) AN AREA OF POTENTIAL FLOODING (CALIFORNIA GOVERNMENT CODE
SECTION 8589.4); (III) A VERY HIGH FIRE HAZARD SEVERITY ZONE (CALIFORNIA
GOVERNMENTAL CODE SECTION 51183.5); (IV) A WILD LAND AREA THAT MAY CONTAIN
SUBSTANTIAL FOREST FIRE RISKS AND HAZARDS (PUBLIC RESOURCES CODE SECTION 4136);
(V) AN EARTHQUAKE FAULT OR SPECIAL STUDIES ZONE (PUBLIC RESOURCES CODE SECTION
2621 ET SEQ.) OR (VI)
A SEISMIC HAZARD ZONE (PUBLIC RESOURCES CODE SECTION
2694).
BEFORE THE CLOSING DATE, SELLER SHALL PROVIDE BUYER WITH A NATURAL
HAZARD DISCLOSURE STATEMENT ("DISCLOSURE STATEMENT").
17.
NOTICES.
ANY NOTICE, DEMAND OR REQUEST WHICH MAY BE PERMITTED,
REQUIRED OR DESIRED TO BE GIVEN IN CONNECTION THEREWITH SHALL BE GIVEN IN
WRITING AND DIRECTED TO SELLER AND BUYER AS FOLLOWS:
Seller:
Bradley Albrechtsen, CEO
National RV Holdings, Inc.
100 West Sinclair
Perris, California 92571
Fax:
(951) 943-6117
With a copy to
its attorneys:
Jonathan Corn
Vice President/General Counsel
National RV Holdings, Inc.
100 West Sinclair
Perris, California 92571
Fax:
(951) 436-3811
Buyer:
First Industrial Acquisitions, Inc.
114 Pacifica Court, Suite 220
Irvine, California 92618
Attn:
Bob O'Neill
Fax:
(949) 486-1971
With a copy to
its attorneys:
Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP
333 West Wacker Drive, #2700
Chicago, Illinois 60606
Attn:
Brett Feinberg
Fax:
(312) 984-3150
17
Notices shall be deemed properly delivered and received: (i) the same day when
personally delivered; or (ii) one day after deposit with Federal Express or
other comparable commercial overnight courier; or (iii) the same day when sent
by confirmed facsimile.
18.
BENEFIT.
THIS AGREEMENT IS FOR THE BENEFIT ONLY OF THE PARTIES
HERETO AND THEIR NOMINEES, SUCCESSORS, BENEFICIARIES AND ASSIGNEES AS PERMITTED
IN SECTION 16 AND NO OTHER PERSON OR ENTITY SHALL BE ENTITLED TO RELY HEREON,
RECEIVE ANY BENEFIT HEREFROM OR ENFORCE AGAINST ANY PARTY HERETO ANY PROVISION
HEREOF.
19.
LIMITATION OF LIABILITY.
NEITHER THE SHAREHOLDERS, MEMBERS OR
PARTNERS, NOR THE OFFICERS, EMPLOYEES OR AGENTS OF SELLER OR BUYER, AS THE CASE
MAY BE, SHALL BE LIABLE UNDER THIS AGREEMENT AND ALL PARTIES HERETO SHALL LOOK
SOLELY TO THE ASSETS OF SELLER OR BUYER, AS THE CASE MAY BE, FOR THE PAYMENT OF
ANY CLAIM OR THE PERFORMANCE OF ANY OBLIGATION OF SELLER OR BUYER, AS THE CASE
MAY BE.
20.
BROKERAGE.
EACH PARTY HERETO REPRESENTS AND WARRANTS TO THE OTHER
THAT IT HAS DEALT WITH NO BROKERS