● You understand that [****]is not the lender, and that [****] does not guarantee that financing can be obtained. If [****] obtains a commitment or proposed note or mortgage, you agree to review it promptly. Gyrodyne has the ultimate decision to accept or reject any proposed loan. ● You agree to defend, indemnify and hold [****] harmless from any and all claims, demands, liabilities and damages arising from or related to any untrue statement of a material fact on the part of Gyrodyne in connection with the financing request package or the omission to state in the financing request package a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. ● Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by final binding arbitration administered before a single arbitrator with a minimum of ten years’ experience in commercial real estate by the American Arbitration Association (“AAA”), or another administrator chosen by the parties, under AAA’s Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The Parties shall be permitted to engage in discovery, and the arbitrator shall decide pre-hearing dispositive motions. By signing below you consent to binding arbitration and give up your rights to have the dispute litigated in court or jury trial. ● In any litigation, arbitration, or other legal proceeding which may arise out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees. ● This Agreement is binding upon and inures to the benefit of the parties and their legal representatives, successors and assigns. The Agreement may not be assigned without the consent of both parties. | | ● You understand and acknowledge that the closing of the financing contemplated under this Agreement could be delayed by factors outside of [****] control. If delayed, you may realize a taxable event or suffer other tax and financial penalties. You hereby release and hold [****] harmless from any and all liability or other financial consequences arising out of or related to delay caused by factors outside of [****] control. ● You acknowledge that [****] is relying on information provided by you and has not made an independent investigation, determination, assessment, analysis, warranty or representation of, among other things, the value of the Asset, the financial, legal, title, physical, geological or environmental condition of the Asset, the financial condition or business prospects of any tenant, or such tenant’s intent to continue or renew its tenancy in the Asset, or the suitability of the Asset for your contemplated use. You agree that investigation and analysis of the foregoing matters is your sole responsibility and that you will hold [****] harmless from any liability therefore. ● This Agreement shall be governed and construed in accordance with the laws of the State of New York. Venue of any federal or state court in Suffolk County. ● [****] makes no representation as to the legal effect or validity of any provision of this Agreement. If you desire legal, financial, or tax advice, consult your attorney, accountant, or tax advisor. ● This Agreement contains our entire understanding. There are no other written or oral agreements that affect this Agreement. ● You agree to provide lender required information to MMCC to help achieve loan approval and closing, limited to proposed loans that Gyrodyne has agreed to pursue. ● The terms of this agreement and the information provided by Gyrodyne to [****] shall be subject to The January 27th, 2020 Confidentiality Agreement. |
