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Indemnitee need not make any payment to the claimant; (b) neither the Indemnitee nor the <br /> Indemnitor on behalf of the Indemnitee admits liability; (c} the continued effectiveness of this <br /> Agreement is not jeopardized in any way; and (d) the Indemnitee's interest in the Project is not <br /> jeopardized in any way. <br /> 7.8.5 Insurance Proceeds. The Indemnitor's obligations shall be reduced by <br /> net insurance proceeds the Indemnitee actually receives for the matter giving rise to <br /> indemni�cation obligation. <br /> 7.9 City Option to Purchase Following Conveyance. <br /> 7.9.1 The City shall have the right at its option to terminate this Agreement <br /> and to purchase the Site ("Option to Purchase") with all improvements thereon, if after <br /> conveyance of the City Property to the Developer and prior to the date of issuance by the City of <br /> a Certificate.of Completion pursuant to Section 4.13 of this Agreement,the Developer shall: <br /> ' (a) Subject to the provisions of Section 8.15, abandon or <br /> substantially suspend construction of the improvements for a period of three (3) consecutive <br /> ' months after written Notice of such abandonment or suspension from the City (the "Initial <br /> Option to Purchase Notice"); or <br /> (b) Without the prior written consent of the City, a Transfer of all <br /> or any portion of or any interest in the Site has occurred, other than a Permitted Encumbrance or <br /> ' a Permitted Transfer, or any mechanic's liens, preliminary notices from contractors or other <br /> encumbrances related to the construction of the Project and such unpermitted Transfer has <br /> remained in effect and uncured for a period of three (3) consecutive months after the Initial <br /> Option to Purchase Notice from City (or, if not susceptible of cure within such three-month <br /> period, the Developer fails to commence to cure within such period and thereafter to prosecute <br /> diligently to completion). For the purpose of this paragraph, the terms "sell" and "transfez" shall <br /> include, in addition to the common and ordinary meaning of those terms and without limiting <br /> their generality,transfers made to subsidiary or affiliated entities, and any "change in ownership" <br /> as that term is used from time to time in California real property taxation law. <br /> Following the expiration of the Initial Option to Purchase Notice, and prior to City <br /> ' exercising the Option to Purchase, the City shall provide a second written Notice of City's intent <br /> to exercise the Option to Purchase("Second Option to Purchase Notice") and provide Developer <br /> with a final thirty (30} day period in which to cure, or commence to cure,the default(s) set forth <br /> in subsections (a)and(b) above, as applicable. <br /> This Option to Purchase shall be subordinate and subject to and be limited by and <br /> shall not defeat,render invalid or limit: <br /> Any mortgage,deed of trust or other security instrument permitted by <br /> this Agreement; or <br /> Any rights or interests provided in this Agreement for the protection <br /> of the holder of such mortgages,deeds of trust or other security instruments. <br /> 53 <br /> 2013.118/BLOCK 2 HUNTER STORM <br /> REV:07-26-13 PT <br />