released, made secondarily liable for any obligations under or otherwise arising in connection with the CACA; provided that, as between the Company and the Purchaser, the Purchaser shall remain obligated to complete the work required under the CACA to the satisfaction of DTSC and other regulatory agencies asserting jurisdiction over the property. The Company will not have any indemnity obligation to the Purchaser, including, but not limited to, any obligations under the CACA. The Company has agreed to use commercially reasonable efforts, at no out-of-pocket cost to the Company, to cause the Purchaser to be added as an additional insured under the Company’s existing environmental insurance policy for the Property.
The Company shall remain in possession of the Property at Closing pursuant to a leaseback agreement for sixty (60) days following the Closing at a lease rate of $300,000.00 per thirty (30) day period.
The Agreement contains representations and warranties by each of party to the Agreement, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Agreement were made solely for the benefit of the parties to the Agreement; are subject to limitations agreed upon by the contracting parties; may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts; and are subject to the standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, the Purchaser or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
The foregoing summaries of the Agreement and form of Holdback Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by references to the Agreement and form of Holdback Agreement, copies of which are respectively filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
Forward-Looking Statements
Disclosures in this Current Report on Form 8-K, including those relating to the Transaction, Agreement, form of Holdback Agreement, Holdback Funds, CACA and expected Closing, and in our other public documents and comments contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated, or implied is included in our reports filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law.
