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<br />gas, groundwater, or surface water at, on, about, around, above, under or within the Property, or <br />any portion thereof. The indemnification provided in this paragraph shall specifically apply to <br />and include claims or actions brought by or on behalf of employees of Seller or any of its <br />predecessors in interest and Seller hereby expressly waives any immunity to which Seller may <br />otherwise be entitled under any industrial or worker’s compensation laws. In the event the City <br />suffers or incurs any Costs, Seller shall pay to City the total of all such Costs suffered or incurred <br />by the City upon demand therefore by City. The indemnification provided by this paragraph <br />shall include, without limitation, all loss or damage sustained by the City due to any Hazardous <br />Materials: (a) that are present or suspected by a governmental agency having jurisdiction to be <br />present in the Property or in the air, soil, soil gas, groundwater, or surface water at, on, about, <br />above, under, or within the Property (or any portion thereof) or to have emanated from the <br />Property, or (b) that migrate, flow, percolate, diffuse, or in any way move onto, into, or under the <br />air, soil, soil gas, groundwater, or surface water at, on, about, around, above, under, or within the <br />Property (or any portion thereof) after the date of this Agreement as a result of Seller’s or its <br />predecessors’ activities on the Property. <br /> <br />5.5 Indemnity to Survive Close of Escrow. The indemnity provided in <br />Section 5.4 survives the termination of this Agreement upon the Close of Escrow and transfer of <br />the Property to the City. <br />6. CLOSINGS AND PAYMENT OF PURCHASE PRICE. <br />6.1 Closing. The closing (the “Closing” or “Close of Escrow”) shall <br />occur no later than __________, 2014 (“Closing Date”) or such other date, if any, that the <br />parties agree to in writing. <br /> 6.2 City’s Conditions to Closing. City's obligation to purchase the <br />Property subject to the satisfaction of all of the following conditions or City's written waiver <br />thereof (in City’s sole discretion) on or before the Closing Date: <br /> <br /> (a) Seller shall have performed all obligations to be performed by <br />Seller pursuant to this Agreement. <br /> <br /> (b) Seller's representations and warranties herein shall be true and <br />correct in all material respects as of the Closing Date. <br /> <br /> (c) The Title Company shall be irrevocably committed to issue a <br />CLTA Title Policy to City, effective as of the Closing Date. <br /> <br /> 6.3 Seller’s Conditions to Closing. The Close of Escrow and Seller's <br />obligation to sell and convey the Property to City are subject to the satisfaction of the following <br />conditions or Seller's written waiver (in Seller’s sole discretion) of such conditions on or before <br />the Closing Date: <br /> <br /> (a) City shall have performed all obligations to be performed by City <br />pursuant to this Agreement before Closing Date. <br /> <br /> - 5 -