CC - Agendas - City Council - SPECIAL - 6/23/2009 (3)

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Purchased Parcel. In addition, Seller agrees to reasonably cooperate with Buyer during the Examination Period and to furnish Buyer such other documents, instruments and information in Seller's possession concerning the Purchased Parcel or its operation as Buyer may, from time to time, reasonably request. The survey shall also contain a legal description of all of Seller's Retained Property and easements retained and reserved to Seller and Seller's successors and assigns. (C) Following the Opening of Escrow, Buyer, its agents and employees may enter upon the Purchased Parcel at any time for the purpose of conducting any and all tests, investigations, inspections, studies, and surveys which Buyer in its discretion may deem advisable. If Buyer desires an environmental report or any other reports of any kind with respect to the Purchased Parcel, Buyer shall obtain such reports at its expense during the Examination Period. Buyer hereby agrees to indemnify Seller and the Purchased Parcel and holds Seller and the Purchased Parcel free and harmless from any and all loss or liability resulting from the activities of Buyer, its agents and employees upon the Purchased Parcel, and from any and all mechanics', material man's and other liens resulting from such conduct of Buyer, its agents and employees upon the Purchased Parcel. The foregoing indemnification shall survive the termination of this Agreement. (D) At any time prior to the expiration of the Examination Period, if Buyer determines, for any reason whatsoever, that it does not desire to complete the transaction contemplated herein, Buyer may terminate this Agreement by so notifying Seller and Escrow Agent in writing. Upon termination of this Agreement pursuant to this paragraph, the escrow provided for herein shall be immediately canceled, the Earnest Money Deposit and all earnings thereon shall be returned to Buyer, and Buyer shall pay all escrow fees in connection with the escrow or the cancellation thereof. Notwithstanding anything to the contrary contained in this agreement, it is agreed that in the event that either Buyer or Seller wishes to cancel this agreement as may be provided herein during the examination period, they shall be required to provide written notice of their intent to cancel this agreement which notice shall be provided to the other party and to Escrow Agent, not later than Ten (10) days prior to the closing date specified herein. 6. TITLE REVIEW PERIOD. (A) Escrow Agent is hereby instructed to deliver to Buyer and Seller, as soon as practicable after the Opening of Escrow, a title commitment for an ALTA standard coverage Owner's title insurance policy (the "Title Report"), together with full, complete and legible copies of all instruments of record referred to therein. Seller shall pay the premium for the standard portion of the title insurance policy, and Buyer shall pay all costs for any extended coverage and/or endorsements in excess of the cost of a standard coverage policy, if so desired by Buyer. (B) Buyer shall have ten (10) days after receipt of the Title Report and the Survey (the "Title Review Period") to give written notice of objection to any matter shown on the Title Report or the Survey. In the event an amended Title Report is issued or an amended 4