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<br />City will undertake the Due Diligence at its sole cost and expense. City shall maintain, and shall <br />require that its Agents maintain, public liability and property damage insurance in amounts and <br />in form and substance adequate to insure against all liability of City and its agents, arising out of <br />any entry or inspection of the Property in connection with the transaction contemplated hereby, <br />and City shall provide Seller with evidence of such insurance coverage upon request from <br />Seller. <br /> 4.1.3 Indemnification. City will indemnify, defend with counsel <br />reasonably acceptable to Seller, and hold Seller and its agents from and against any liabilities, <br />costs, damages, losses, liens, claims and expenses (including, without limitation, reasonable fees <br />of attorneys, experts and consultants and related costs) arising out of or relating to any entry on, <br />under or about the Property by City, its agents, contractors and subcontractors in performing the <br />inspections, testings or inquiries provided for in this Agreement, whether prior to the date of this <br />Agreement or during the term hereof, including, without limitation, any injuries or deaths to any <br />persons (including, without limitation, City's agents) and damage to any property, from any <br />cause whatsoever. The foregoing indemnity shall survive beyond the Closing, or, if the sale is <br />not consummated, beyond the termination of this Agreement. <br /> 4.2 Council Approval. City's obligation to purchase the Property is <br />expressly conditioned on the City’s City Council approving this transaction on or before the <br />Contingency Date. City will notify Seller on or before the Contingency Date whether this <br />condition has been satisfied. <br /> 4.3 Termination for Failure of a Contingency. If this Agreement is <br />terminated for failure of Seller to meet a contingency set forth in this Article 4, then immediately <br />on written notice from City, Escrow Holder must refund the Deposit to City, without offset for <br />any charges or claims. Any cancellation fee or other costs of Escrow Holder or the Title <br />Company resulting from this termination for failure of a contingency, will be borne equally by <br />Seller and City, and each party must pay its own expenses. <br />4. FEASIBILITY; PRE AND POST CLOSING MATTERS. <br />5.1 Condition of Title/Preliminary Title Report. Escrow Holder has <br />delivered a Preliminary Title Report for the Property (the “Preliminary Report”) to City. City <br />has reviewed the Preliminary Report and approved all of the following exceptions to title, which <br />shall be deemed “Permitted Exceptions”: (a) standard printed exceptions in the Preliminary <br />Report; (b) general and special real property taxes and assessments constituting a lien not yet due <br />and payable; and (c) the “Permitted Exceptions” listed on Exhibit G attached hereto. Seller <br />shall deliver title to City at the Closing subject only to the Permitted Exceptions. <br />5.2 Environmental Disclosure. California Health & Safety Code <br />section 25359.7 requires owners of non-residential real property who know, or have reasonable <br />cause to believe, that any release of Hazardous Substances has come to be located on or beneath <br />the real property to provide written notice of same to the buyer of real property. Seller agrees to <br />make all necessary disclosures required by law. <br /> <br />5.3 Hazardous Materials; Environmental Requirements. <br /> - 3 -