STEADFAST 1 -2005 - Laserfiche WebLink

Home Browse Search

NOTWITHSTANDING THE FOREGOING, THIS RELEASE DOES NOT EXTEND OR OTHERWISE APPLY TO ANY CLAIM ARISING FROM STEADFAST'S FRAUD OR WILLFUL MISCONDUCT. fH< City's Initials 10. Additional Pre- and Post-Closing Obligations. (a) Steadfast's Obligations. Steadfast hereby covenants to City, upon which covenants City has relied and will continue to rely, that for the period from the date of this Agreement through and including the Closing Date or the earlier termination of this Agreement: (i) Further Liens and Encumbrances. Steadfast will not subject the Steadfast Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters after the date of this Agreement other than the agreements with The Bowers Museum. Steadfast will not hereafter modify, extend, renew, replace or otherwise change any of the terms, covenants or conditions of any of such documents, or enter into any new agreements affecting the Steadfast Property without the prior written consent of City, which consent shall not be unreasonably withheld. (ii) Other Contracts. Unless required with respect to the demolition described in Section I O( a)(ix) below, Steadfast will not hereafter enter into any leases or contracts that will survive the Closing and affect the Steadfast Property. (iii) Materials. Labor and Supplies. Steadfast will execute any affidavits, waivers, sworn statements or indemnities that may reasonably be required by the Title Company in order to allow the Title Company to issue the City Title Policy without any exceptions relating to mechanics' or materialmen's liens. (iv) Compliance with Laws. Steadfast shall materially comply with all Governmental Regulations pertaining to the Steadfast Property. (v) Cooperation with Representatives. Steadfast shall cooperate with City and its accountants, counsel and/or other representatives in providing information and materials pertaining to the Steadfast Property. Without limiting the generality of the foregoing, promptly following the Opening of Escrow, Steadfast shall (a) allow a representative or representatives of City access to the Steadfast Property for the purpose of performing such investigations and analyses of the Steadfast Property as City may reasonably require, and (b) deliver (or make available to City at Steadfast's business offices during normal business hours) copies of all documents relating to Steadfast's ownership and/or operation of the Steadfast Property, including, without limitation, copies of any licenses, permits, records, plans, agreements, leases, service contracts, equipment leases, tax bills and title documents. (vi) Insurance. Steadfast shall maintain in full force and effect policies of liability insurance for the Steadfast Property for the period through and including the Closing Date. 40836735. 16 14