CLOSING DATE.
WITHOUT LIMITING THE
FIRST SENTENCE OF THIS PARAGRAPH, BUYER SHALL BE DEEMED TO HAVE KNOWLEDGE OF A
FACT OR CIRCUMSTANCE IF THE UNDERLYING INFORMATION OR FACTS RELATING TO
APPLICABLE REPRESENTATIONS AND WARRANTIES WERE DISCLOSED IN ANY OF THE EXISTING
AGREEMENTS, TITLE REPORT, TITLE DOCUMENTS, SURVEY, THIS AGREEMENT OR IN ANY
OTHER DOCUMENT DELIVERED OR OTHERWISE MADE AVAILABLE TO BUYER BY SELLER.
(E)
SUBJECT TO THE OTHER TERMS OF THIS PARAGRAPH, SELLER HEREBY CONSENTS TO ANY
REASONABLE EFFORTS BY BUYER PRIOR TO THE CLOSING DATE TO OBTAIN THE PERMITS
REQUIRED BY THE CITY OF SANTA CLARA IN RESPECT OF IMPROVEMENTS THAT BUYER
INTENDS TO CONSTRUCT AFTER THE CLOSING (COLLECTIVELY, THE "PERMITS").
IN NO
EVENT, HOWEVER, SHALL BUYER BEGIN THE CONSTRUCTION OR INSTALLATION OF ANY
IMPROVEMENTS ON THE PROPERTY PRIOR TO THE CLOSING.
AT NO COST OR LIABILITY TO
SELLER, SELLER SHALL, PRIOR TO CLOSING, REASONABLY COOPERATE AND DO ALL ACTS AS
MAY BE REASONABLY REQUIRED OR REQUESTED BY BUYER IN CONNECTION WITH BUYER'S
EFFORTS TO OBTAIN THE PERMITS, INCLUDING, WITHOUT LIMITATION, (I) PROMPTLY
EXECUTING ALL APPLICATIONS AND OTHER REQUIRED DOCUMENTS, (II) PROVIDING ALL
INFORMATION REASONABLY REQUIRED BY BUYER IN CONNECTION WITH THE PERMITS, AND
(III) DELIVERING NECESSARY SUBMITTALS TO THE CITY OF SANTA CLARA.
BUYER SHALL
KEEP SELLER PROMPTLY AND REGULARLY INFORMED OF THE STATUS OF BUYER'S EFFORTS TO
OBTAIN THE PERMITS.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ANY
SUBMISSIONS OR INFORMATION DISCLOSED OR SUBMITTED BY SELLER PURSUANT TO THE
FOREGOING PROVISIONS OF THIS PARAGRAPH ENLARGE SELLER'S LIABILITY UNDER THIS
AGREEMENT IN ANY RESPECT (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY
REPRESENTATIONS OR WARRANTIES OF SELLER THAT ARE EXPRESSLY SET FORTH IN THIS
AGREEMENT), NOR SHALL SUCH SUBMISSIONS OR INFORMATION CONSTITUTE ADDITIONAL
REPRESENTATIONS OR WARRANTIES OF SELLER TO BUYER OR OTHERWISE, NOR SHALL THE
ISSUANCE OF SUCH PERMITS CONSTITUTE A CONDITION TO CLOSING HEREUNDER.
BUYER
AGREES THAT IT SHALL KEEP THE PREMISES FREE FROM ANY LIENS ARISING IN CONNECTION
WITH THE PERMITS AND SHALL CAUSE ANY SUCH LIEN TO BE RELEASED OF RECORD BY
PAYMENT OR POSTING OF A PROPER BOND WITHIN FIFTEEN (15) DAYS FOLLOWING THE
IMPOSITION THEREOF.
SELLER AGREES TO ASSIGN ALL OF SELLER'S RIGHT, TITLE AND
INTEREST IN AND TO THE PERMITS, IF ANY, TO BUYER EFFECTIVE UPON THE CLOSING
PURSUANT TO THE GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT, IN EACH CASE
WITHOUT RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER.
AS A COVENANT THAT SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS
AGREEMENT, BUYER SHALL INDEMNIFY, DEFEND AND SAVE SELLER AND, AS THE CASE MAY
BE, ITS PARTNERS, TRUSTEES, SHAREHOLDERS, DIRECTORS, MEMBERS, OFFICERS,
EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES HARMLESS OF AND FROM ANY AND ALL
CLAIMS, LIABILITIES, DAMAGES, LIENS, COSTS AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES AND COSTS) WHICH SELLER AND/OR ANY OF ITS PARTNERS,
TRUSTEES, SHAREHOLDERS, DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS AND
OTHER REPRESENTATIVES MAY INCUR, SUFFER OR BE SUBJECT BY REASON OF OR IN ANY
MANNER RELATING TO BUYER'S EFFORTS TO OBTAIN THE PERMITS OR TO ANY EFFORTS BY