Agmt 2016 Sansome Pacific Properties, Inc. 3054

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4.2. Environmental and Natural Hazards Disclosure. California Health & Safety Code section 25359.7 requires owners of non-residential real property who know, or have reasonable cause to believe, that any release of hazardous substances are located on or beneath the real property to provide written notice of same to the buyer of real property. Other applicable laws require Seller to provide certain disclosures regarding natural hazards affecting the Property. Seller agrees to make all necessary disclosures required by law. 5. CLOSING AND PAYMENT OF PURCHASE PRICE. 5.1. Closing. The closing (the "Closing," "Closing Date" or "Close of Escrow") will occur on or before the date which is ten (10) days after Buyer's receipt of the Approvals (as hereafter defined) and removal of the Entitlements Contingency (as hereafter defined). 5.2. Buyer's Conditions to Closing. Buyer's obligation to purchase the Property is subject to the satisfaction of all of the following conditions or Buyer's written waiver thereof (in Buyer's sole discretion) on or before the Closing Date: (a) Buyer has approved the condition of the Property and the due diligence documents. Buyer will have sixty (60) calendar days from the Opening of Escrow (the "Due Diligence Contingency Period") to complete physical inspections of the Property, review the due diligence documents, and complete due diligence related to the purchase of the Property (provided that title review shall be governed by Section 4.1). Seller shall provide to Buyer copies of all reasonably available and known documents relating to the ownership and operation of the Property, including but not limited to plans, permits and reports (environmental, structural, mechanical, engineering and land surveys) that Seller has in its possession not later than two (2) business days following the execution and delivery of this Agreement. Buyer shall have the right to conduct such tests, engineering and such feasibility and other studies regarding the Property, including an environmental audit, as it considers prudent at a mutually convenient time upon at least two (2) business days' notice to Seller. Buyer hereby agrees to indemnify and hold Seller harmless for any damage to the Property caused (but not merely revealed) by Buyer's inspections. Buyer shall name Seller, or cause Buyer's consultants and inspectors to name Seller, as an additional insured on a One Million Dollars ($1,000,000.00) combined, single limit, comprehensive general public liability policy issued by a licensed insurance company reasonably acceptable to Seller. (b) Subject to the provisions of this Section 5.2(b), Buyer shall have until June 30, 2017 (the "Entitlements Contingency Date") to obtain all required governmental land use approvals, site plans and architectural approvals, all environmental approvals, and any other discretionary governmental approval necessary for the construction and operation on the Property and Adjacent Property of a mixed use project with retail and residential components to the Buyer's specifications and criteria (the "Project"). All such approvals, including any zoning change approvals, zoning variance approvals, Engineering and Transportation Department approvals, parcel, plat or other map approvals (including, without limitation, all lot line adjustments and/or mergers in connection therewith) and other land use entitlements (including, without limitation, any Easement and Restriction Agreements, Declarations of Restrictive