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<br />11/20/2005 11:09 <br /> <br />5503542015 <br /> <br />GARDELLA <br /> <br />PAGE 05 <br /> <br />such conditions as SeUer may reasonably require but will not otherwise be unreasonably <br />withheld or delayed. Buyer shall give Seller advance written notice of the time of desired entry <br />and of the name of each consultant, and Seller shall have the right to (i) have a representative of <br />Seller present and (ii) approve or 'reject such consultant on commercially reasonable grounds. <br />Neither Buyer nor its agents shall disrupt Seller's activities on the Property. Subject to the other <br />tenus and provisions of this paragraph 8. Buyer may, at its sole cost and expense, conduct <br />environme.ntaJ and physical condition testing of the Property. including without limitation, a <br />Phase I inspection, geotechnical in~pections, hydrology studies and/or other soils studies of the <br />Property . <br /> <br />9. Buver's Covenants. Buyer covenants that: <br /> <br />a. Buyer shall not take any action with respect to the Property, which would <br />result in the creation of any lien or encwnbrance against the Property. <br /> <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 usc permit, which would become effective prior to the Close of <br />Escrow. <br /> <br />} O. Intentionallv Omi~. <br /> <br />11. Buyer's Closing Conditions. <br /> <br />Buyer's obligation to perform under thi.s Agreement is conditioned on: <br /> <br />a. The Seller's warranties set forth in thi~ Agreement being we at Close of <br /> <br />Escrow. <br /> <br />b. Delivery to Buyer of the following documents on the Close of Escrow: <br />(l) Grant Deed; <br /> <br />(2) Owners' Policy in the face amount of the Purchase Price naming <br />Buyer as the insured and subject only to the standard printed <br />exceptions in the Title Policy and the Pennitted Exceptions; and <br /> <br />(3) Seller's Certification of Non-Foreign Status. <br /> <br />c. There is DO litigation, action, citation. injunction proceedings or like <br />!11atter pending or threatened with respect to the validity of all legal and zoning requirements, <br />lncluding all requisite certificates of occupancy, building permits, and other licenses, certificates, <br />approvals or consents required of any governmental authority. <br /> <br />d. The Property shall be vacant and all personal property, trash, rubbish and <br />debris shall have been removed from the Property. ,. <br /> <br />. . . In the event the conditions set forth in this paragraph 11 are not satisfied or waived by Buyer <br />m wrIting on the Scheduled Closing Date, Buyer may elect to tenninate this Agreement. <br /> <br />12. Seller's Covenan~. For so long as this Agreement has not been tenninated: <br /> <br />. . a.. Seller shall not take o.r acquiesce in any actions which would alter the <br />CXlstmg or penmtted zoning or use of the Property prior to Close of Escrow. <br /> <br />RlIDW\OOOJ\DOClOI6-3 <br /> <br />3 <br />