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� l �'-� <br /> employees and agents who cleazly need access in order to participate on behalf of the Buyer in <br /> the analysis of the extent of any contamination on the Property. <br /> b. Prior to any entry on the Property, Buyer shall cause each of its <br /> independent contractors to provide Seller a certificate of insurance evidencing that there is in <br /> effect comprehensive general liability insurance coverage with policy limits of not less than One <br /> Million Dollars ($1,000,000.00) per occurrence. Each such certificate shall name Seller as an <br /> additional insured. <br /> c. Buyer shall indemnify, defend, and hold Seller harmless (collectively <br /> "Buyer's Indemnity Obligation") from any liability, claim, damages, loss, or expense Seller may <br /> suffer or incur which arises out of such Property investigations. Buyer's Indemnity Obligation <br /> shall survive (i) the termination of this Agreement and/or (ii) the Close of Escrow and the <br /> delivery of the Grant Deed, and shall not be limited in any way by the provisions of pa.ragraph 20 <br /> (Liquidated Damages). <br /> 10. Buver's Covenants. Buyer covenants that: <br /> a. Buyer shall not take any action with respect to the Property, which would <br /> result in the creation of any lien or encumbrance against the Property. <br /> b. Buyer shall not request any permit affecting the Property or any change in <br /> the zoning or general plan designation of the Property, including, without limitation, any <br /> variance or special or conditional use permit, which would become effective prior to the Close of <br /> Escrow. <br /> c. If Buyer fails to close escrow, Buyer shall furnish to Seller at no cost to <br /> Seller, copies of all reports, analyses, studies pertaining to the Property or the like within seven <br /> (7) days after the Scheduled Closing Date. <br /> 11. Buver's Contingencies. <br /> Buyer's obligation to perform under this Agreement is contingent upon Buyer's <br /> written approval or written waiver of each of the following contingencies: <br /> (1) Buyer's investigation, review and approval of (i) the <br /> environmental and physical condition of the Property; (ii) all zoning and land use matters <br /> relating to the Property or any other laws affecting the Property or its use; and (iii) approval of <br /> all contracts affecting the Property. <br /> (2) Buyer's approval of the status of title to the Property as shown on <br /> the Preliminary Report issued by the Title Company and documents creating or evidencing any <br /> exceptions to title noted in the Preliminary Report. <br /> (a) As soon as reasonably practicable after the Agreement <br /> Date, Escrow Holder shall prepare and forwazd to Buyer and Seller a Preliminary Report with <br /> respect to the Property and a copy of all exceptions shown therein, together with the legal <br /> description of the Property. Buyer shall have until the tenth (l Oth) day after the delivery to <br /> Buyer of the Preliminary Report and documents creating or evidencing any exceptions to title <br /> noted therein within which to notify Seller in writing of any exceptions which Buyer disapproves <br /> (the "Disapproved Title Matters"). Seller shall remove all monetary exceptions at the Close of <br /> Escrow. <br /> 11417.00002�BGLIB 1 \1225060.4 4 <br />