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<br />Seller. Buyer hereby agrees to indemnify and hold Seller harmless for any damage to the
<br />Property caused (but not merely revealed) by Buyer’s inspections. Buyer shall name Seller, or
<br />cause Buyer’s consultants and inspectors to name Seller, as an additional insured on a One
<br />Million Dollars ($1,000,000.00) combined, single limit, comprehensive general public liability
<br />policy issued by a licensed insurance company reasonably acceptable to Seller.
<br />(b) Subject to the provisions of this Section 5.2(b), Buyer shall have
<br />until June 30, 2017 (the “Entitlements Contingency Date”) to obtain all required governmental
<br />land use approvals, site plans and architectural approvals, all environmental approvals, and any
<br />other discretionary governmental approval necessary for the construction and operation on the
<br />Property and Adjacent Property of a mixed use project with retail and residential components to
<br />the Buyer’s specifications and criteria (the “Project”). All such approvals, including any zoning
<br />change approvals, zoning variance approvals, Engineering and Transportation Department
<br />approvals, parcel, plat or other map approvals (including, without limitation, all lot line
<br />adjustments and/or mergers in connection therewith) and other land use entitlements (including,
<br />without limitation, any Easement and Restriction Agreements, Declarations of Restrictive
<br />Covenants, and/or Covenants, Conditions and Restrictions, or the like) necessary or desirable for
<br />the construction and operation of the Project shall be collectively referred to in this Agreement as
<br />“Approvals,” or, individually, as an “Approval,” and the contingency contained in this Section
<br />5.2(b) shall be referred to in this Agreement as the “Entitlements Contingency.” Buyer agrees
<br />to provide Seller with copies of all written applications and/or submittals delivered by Buyer to
<br />any governmental agency in connection with the Approvals. Seller acknowledges that the
<br />Approvals will be processed while the Property is in escrow, and thus the Approvals will require
<br />written authorization from Seller as the owner of the Property. Accordingly, Seller agrees to
<br />reasonably cooperate with Buyer as necessary in Buyer’s attempt to obtain the Approvals.
<br /> In the event that Buyer has not received the Approvals by the
<br />Entitlements Contingency Date, Buyer shall have the right to extend the Entitlements
<br />Contingency Date for one six (6) month extension (the “First Extension”), and two subsequent,
<br />consecutive three (3) month extensions (the “Second Extension” and the “Third Extension,”
<br />respectively) to secure the Approvals. Buyer must provide City with written notice at least ten
<br />(10) days prior to the Entitlements Contingency Date to exercise the First Extension. In order to
<br />exercise the Second Extension, and subsequently the Third Extension, Buyer must increase the
<br />Deposit by an additional Ten Thousand Dollars ($10,000.00) for each such extension
<br />(collectively, the “Extension Deposits”), at least ten (10) days prior to the expiration of the First
<br />Extension or the Second Extension, as applicable, in addition to providing ten (10) days prior
<br />written notice to the City of Buyer’s intent to further extend the Entitlements Contingency Date.
<br />If Buyer fails to provide the notice and deposit increases required by this Section 5.2(b), this
<br />Agreement will terminate as of the Entitlements Contingency Date, or the expiration date of any
<br />exercised extension thereof, and neither Seller nor Buyer will have any further obligation or
<br />responsibility to the other to perform under this Agreement.
<br /> If Buyer fails to deliver written notice removing the Entitlements
<br />Contingency by the Entitlements Contingency Date, as may be extended, or if Buyer delivers
<br />notice to Seller that Buyer has been unable to obtain the Approvals, or if Buyer fails to timely
<br />deliver any notice and/or deposit increase required by this Section 5.2(b) pursuant to exercise of
<br />the Second or Third Extension, then this Agreement shall be deemed terminated. Such
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