RES 16900 - Laserfiche WebLink

(c) iP'isapproval of Property Condition. Should Buyer fail to approve the condition of the Property or any matters related to the Property at any time prior to the end of the Due Diligence Period, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in equity. 14. Right of Entry. Prior to Close of Escrow, Buyer, MidPen, and their respective employees, agents, consultants, and contractors shall have the right, upon reasonable notice to Seller,to enter upon the Property for the purpose of conducting such inspections, surveys, testing and examination (including without limitation soils, engineering and groundwater testing) of the Property as required by Buyer or MidPen in the exercise of their reasonable judgment. Buyer shall be responsible for the expense of any inspection, examination, survey and review of the Property undertaken by or on behalf of Buyer, and MidPen shall be responsible for the expense of any inspection, examination, survey and review of the Property undertaken by or on behalf of MidPen. Buyer or MidPen, as applicable, shall obtain Seller's advance consent in writing to any proposed physical testing of the Property, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer or MidPen, as applicable shall repair, restore and return the Property to its original condition after such physical testing, at Buyer's or MidPen's expense, as applicable. Buyer and MidPen shall schedule any such physical tests during normal business hours unless otherwise approved by Seller. Buyer agrees to indemnify Seller and hold Seller harmless from and against all liability, loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) (all of the foregoing, collectively "Claims") resulting from Buyer's or Buyer's employees' or agents' entry upon the Property, except to the extent that such liability, loss, cost, damage or expense arises as a result of the negligence or other wrongful conduct of Seller or its agents or arises from the discovery of any latent conditions in the Property or the discovery of Hazardous Materials (defined in Section 17.1) in, on or under the Property that were not previously identified. MidPen shall indemnify Seller and hold Seller harmless from and against all Claims resulting from MidPen's or MidPen's employees' or agents' entry upon the Property, except to the extent that such liability, loss, cost, damage or expense arises as a result of the negligence or other wrongful conduct of Seller or its agents or arises from the discovery of any latent conditions in the Property or the discovery of Hazardous Materials (defined in Section 17.1) in, on or under the Property that were not previously identified. 15. Seller's Conditions to Closi<<g. The Close of Escrow and Seller's obligation to sell the Property pursuant to this Agreement are conditioned upon: (i) the performance by Buyer of each obligation to be performed by Buyer under this Agreement within the applicable time period, or waiver by Seller of such obligation; (ii) Buyer's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the Close of Escrow; (iii) the residents of the Pleasanton Gardens Development shall have been relocated to the New Development or other location in accordance with all requirements of applicable law and the requirements set forth in the MOU. 8 OAK#4845-6421-9189 v5