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defend Donors against and hold Donors harmless from all losses, costs, damages, liabilities, and
<br />expenses, including, without limitation, reasonable attorney fees arising out of City's entry onto
<br />the Property or any activity thereon by City or its agents, employees, or contractors prior to the
<br />Close of Escrow except to the extent any such losses, costs, damages, liabilities, and expenses arise
<br />out of the gross negligence or willful acts of Donors. Any entry onto the Property by City or its
<br />agents, employees, or contractors shall be at reasonable times. The provisions of this Section shall
<br />survive the Close of Escrow. Notwithstanding anything herein to the contrary, City and Donors
<br />agree that City shall not incur any liability hereunder merely by the discovery of an "Existing
<br />Adverse Condition" (as defined below) regardless of whether such Existing Adverse Condition,
<br />once revealed, negatively impacts the value of the Property or otherwise causes Donors to incur
<br />liabilities, costs or expenses. The term "Existing Adverse Condition" shall mean an adverse
<br />condition existing on or with respect to the Property that is discovered or revealed by City in the
<br />course of its Property inspection hereunder.
<br />5.2 In addition to the provisions of Section 4. 1, City and its agents, employees,
<br />or contractors shall have the right, from the date of this Agreement until the Closing Date, to
<br />contact any federal, state, or local governmental authority or agency to investigate any matters
<br />relating to the Property. Donors agrees to cooperate reasonably with City and its agents,
<br />employees, or contractors in the inspection of the Property and agrees to deliver to City all
<br />information in Donors' possession or control pertaining to the condition of the Property, including
<br />engineering and environmental reports, studies, tests, monitoring results, and related
<br />documentation.
<br />6. Title.
<br />6.1 City acknowledges receipt of a preliminary report for an ALTA Standard
<br />Policy of Title Insurance issued by First American Title Company dated October 20, 2020, setting
<br />forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments,
<br />administrative proceedings, and other matters affecting Donors' title to the Property ("Preliminary
<br />Report"), together with copies of all documents relating to title exceptions referred to in the
<br />Preliminary Report.
<br />6.2 Donors agree to deliver to City copies of any survey of the Property in the
<br />possession of Donors.
<br />6.3 City shall approve or disapprove, in writing to Donors with a copy to
<br />Escrow Agent, each exception shown on the Preliminary Report (each an "Exception") within
<br />twenty (20) business days following the receipt of the Preliminary Report. City's failure to object
<br />within the twenty (20) day period shall be deemed to be a disapproval of the Exceptions. The
<br />Exceptions approved by City hereunder shall be referred to as the "Approved Exceptions."
<br />6.4 If any Exception is disapproved or deemed disapproved (each a
<br />"Disapproved Exception"), Donors shall have the right, but not the obligation, within thirty (30)
<br />days following expiration of the twenty (20) day period provided under Section 6.3 above, to cause
<br />each Disapproved Exception to be discharged, satisfied, released, or terminated, as the case may
<br />be, of record, and in a form that is reasonably satisfactory to City and Escrow Agent, all at Donors'
<br />sole cost and expense. Donors agrees to deposit into Escrow the sum sufficient to discharge any
<br />REV: 10-29-2020 SK
<br />ATTY/AGR.2020.244/Casey Family Trust (Casey Property Donation Agreement) (Page 5 of 25)
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