Agmt 2005 Stahl-Wooldridge Construction Co

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obligations under this Section 5.4 shall survive any termination ofthis Agreement and the Close of Escrow. Transmittal by facsimile or hand-delivery shall be deemed acceptable methods of delivery of notices for the purposes of this section. 5.5 Housing Provider Inspection: SELLER shall also allow reasonable inspection of the Property by at least three (3) potential housing developers or property managers during the Motel's normal business hours, but no more than three (3) inspections shall take place in any given month. AGENCY shall provide SELLER with notice that a potential manager, developer or their consultants, contractors, and/or agents will enter onto the Property, not less than forty- eight (48) hours in advance of their inspection of the Property. Transmittal by facsimile or hand-delivery shall be deemed acceptable methods of delivery of notices for the purposes of this section. 5.6 Indemnity for Investigation of Property and Right of Entry. AGENCY shall indemnify, protect, defend and hold SELLER and the Property free and harmless from and against any and all claims, actions, causes of action, suits, proceedings, costs, liabilities, damages, expenses and liens of any type (collectively Losses) arising out of this Article 5 or any act or omission of AGENCY, any of AGENCY's Representatives or persons accompanying AGENCY's Representatives on or about the Property. AGENCY's obligations under this Section 5.6 shall survive any termination of this Agreement and the Close of Escrow. 5.7 Termination Rights. If AGENCY, in its sole and absolute discretion, disapproves of any condition of the Property before the Close of Escrow, AGENCY shall so notify SELLER in writing within five (5) business days of AGENCY's discovery of such condition, and this Agreement shall terminate. Upon such termination, SELLER, unless a SELLER Event of Default has occurred under this Agreement, may retain the Escrow Deposit, and neither party shall have any further obligation hereunder, except as specifically enumerated herein as surviving the termination of this Agreement. 5.8 Use of Investigation Results. Except with respect to Property conditions posing a serious and substantial threat to public health or safety, in no event shall AGENCY use the findings or results of its investigations of the Property in any action, proceeding, hearing or public forum against SELLER or the Property, nor shall AGENCY provide or disclose the same to the City of San Leandro or any third party, all such findings or results to be held in strict confidence by AGENCY in accordance with Section 16.20 below. 6. REVIEW OF TITLE 6.1 Condition of Title. SELLER shall convey by Grant Deed to AGENCY good, marketable, and insurable fee title to the Property. "Good, marketable, and insurable fee title" shall mean fee simple title to the Property as evidenced by issuance of the Title Policy in the form required in this Agreement. 8