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interaction with environmental regulatory agencies, obligations and undertakings associated with environmental investigations, removal activities, remediation activities or responses to inquiries and notice letters, as may be sought, initiated or required in connection with any local, state or federal governmental or private party claims, including any claims by the Buyer. B. As used in this Agreement, the term "Environmental Response Costs" means any and all costs associated with Environmental Response Actions including, without limitation, any and all fines, penalties and damages. C. As used in this Agreement, the term "Hazardous Materials" means any substance, material or waste that is (1) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of California law; (2) petroleum; (3) asbestos; (4) poly - chlorinated biphenyls; (5) radioactive materials; (6) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317); (7) defined as a "hazardous substance" pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903) or its implementing regulations; (8) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601); or (9) determined by California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property. 4.1.6. Materiality. The Buyer acknowledges and agrees that the defense, indemnification, protection and hold harmless obligations of the Buyer for the benefit of the Seller and /or the City of Redwood City as set forth in this Agreement are a material element of the consideration to the Seller for the performance of its obligations under this Agreement, and that the Seller would not have entered into this Agreement unless the Buyer's obligations were as provided for herein. 4.2. Conditions Precedent to Close of Escrow. 4.2.1. Buyer's Conditions Prior to Closing. Buyer's obligation to complete the purchase of the Property and close escrow is subject to the fulfillment and satisfaction of each and every one of the conditions in this Section 4.2. Seller covenants to use its best efforts to cause the conditions in this Section 4.2.1. to be satisfied. Except where a different time period is specifically set forth, satisfaction of each condition shall occur no later than the Close of Escrow. A. Seller shall have delivered to Seller copies of all lease and rental agreements relating to the Affordable Units, and all other contracts or agreements in effect relating to the Property. B. Seller shall deliver through escrow an executed, acknowledged and recordable Grant Deed sufficient to convey marketable fee simple title to the Property free and clear of all recorded and unrecorded liens, judgments, encumbrances, assessments, leases and taxes to the Seller as set forth in Section 3.7.3. and shall cause the Title Company to issue to the Buyer a CLTA policy of title insurance, subject only to the "Permitted Exceptions" and other matters as approved by Buyer, as set forth in Section 3.7.6. 8 82483.00000\5571002 3 ATTY /AGR/2010.120 103010