Item 17 - Public Hearing - Purchase and Sale Agreement for 1901 W. Walnut Street

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such items, nor a guarantee that such approvals or permits will be granted at all or within any particular time or with or without any particular conditions. 6.5 Seller's Additional Covenants. Seller hereby covenants and agrees that during the term of this Agreement: Seller (a) will not promote, advertise, market, transfer, lease or convey any of the Property or enter into any agreement to promote, advertise, market, transfer, lease or convey any of the Property or modify or amend any lease other than to terminate any leases as to the Property; (b) will not enter into any agreement, that will be or purport to be binding on the Buyer or the Property subsequent to the Close of Escrow; (c) shall, at its sole cost and expense, maintain the Property and all improvements thereon, if so required under the Ground Lease, in a reasonable condition and in a manner that complies with all applicable laws and shall continue in full force and effect all property and liability insurance with respect to the Property which is in effect 30 days before the Effective Date; (d) will not take, approve or consent to any action or omission that would change the zoning, use, permits or entitlement of or for the Property or that would otherwise adversely affect the Property or Buyer's plan for maintenance of the Property or Buyer's processing of the entitlements, if necessary; (e) will promptly give Buyer written notice of any notice or information Seller receives regarding zoning uses, permits, licenses or other entitlements which would have an adverse impact on the ability of Buyer to develop and/or maintain the Property for its anticipated use; (f) shall not record or cooperate in the recording against the Property or any portion thereof, of any lien, encumbrance, agreement, easement, right of way or other matter without Buyer's written consent; and (g) will not engage in any act or omission which would result in the Property not being in compliance with the provisions of this Agreement or any applicable law or which would prevent the Title Company from issuing the Title Policy in accordance with this Agreement. 7. Destruction/Condemnation of Property; Other Notices. In the event that all or any portion of the Property is damaged or destroyed by any casualty under the provisions of applicable law after the Effective Date but prior to the date of Closing, Seller shall give Buyer immediate written notice of the same. Seller shall promptly notify Buyer of any building code violation notices or actions pending, and of any event that causes the representation of Seller under this Agreement to no longer be true or correct. 8. Indemnification. 8.1 Obligations. Seller shall Indemnify Buyer and Buyer shall Indemnify Seller against any wrongful intentional act or negligence of the Indemnitor. Buyer shall also Indemnify Seller against any and all of the following: (a) any damage to the Property caused by the Investigations of the Property by Buyer; and (b) any accident, injury or damage whatsoever caused to any person in or on the Property by Buyer prior to the Closing. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. 8.2 Limitation on Liability of the Seller. Following the Close of Escrow, the Buyer is and shall be responsible for operation of the Property and the Project and the Seller shall not be liable for any injury or damage to any property (of the Buyer or any other person) or to any person occurring on or about the Property or the Project, except to the extent caused by the Seller's wrongful intentional act or negligence. -17-