AS THIS AGREEMENT IS IN FORCE, OTHER THAN THE LEASE.
SELLER
SHALL TIMELY DISCHARGE, BEFORE THE CLOSING, ANY AND ALL OBLIGATIONS RELATING TO
WORK PERFORMED ON OR CONDUCTED AT OR MATERIALS DELIVERED TO PROPERTY FROM TIME
TO TIME BY SELLER, OR AT SELLER'S DIRECTION OR ON ITS BEHALF, IN ORDER
REASONABLY TO PREVENT THE FILING OF ANY CLAIM OR MECHANIC'S LIEN WITH RESPECT TO
SUCH WORK OR MATERIALS.
13.3
COOPERATION.
SELLER SHALL (AND SELLER SHALL CAUSE ITS CONSULTANTS,
ENGINEERS, CONTRACTORS, AFFILIATES AND LENDERS AND ANY OTHER PERSONS WITH AN
INTEREST IN THE PROPERTY TO) REASONABLY COOPERATE WITH BUYER IN CONNECTION WITH
BUYER'S FEASIBILITY INVESTIGATIONS UNDER THIS AGREEMENT, SUBJECT TO THE
LIMITATIONS SET FORTH ELSEWHERE IN THIS AGREEMENT, AND BUYER'S EFFORTS TO SEEK
THE GOVERNMENTAL APPROVALS AS BUYER REASONABLY REQUESTS, INCLUDING WITHOUT
LIMITATION EXECUTING ANY MAPS, APPLICATIONS, PERMITS, FILINGS OR OTHER
DOCUMENTS, INCLUDING GRANTS OF EASEMENTS AND LICENSES, DEEMED BY BUYER TO BE
NECESSARY OR APPROPRIATE, ALL AT BUYER'S SOLE COST AND EXPENSE.
13.4
PROCESSING OF APPROVALS.
(A)
BUYER SHALL HAVE THE RIGHT, AT BUYER'S SOLE COST AND EXPENSE, TO
PROCESS ALL APPLICATIONS, PLANS, MAPS, AGREEMENTS, DOCUMENTS, AND OTHER
INSTRUMENTS NECESSARY OR APPROPRIATE AS DETERMINED IN BUYER'S SOLE DISCRETION TO
OBTAIN ALL NECESSARY AUTHORIZATIONS AND ENTITLEMENTS FROM THE CITY AND OTHER
AUTHORITIES TO SUBDIVIDE THE PROPERTY AND DEVELOP AND IMPROVE THE PROPERTY AS
CONTEMPLATED BY BUYER, INCLUDING, WITHOUT LIMITATION, A GENERAL PLAN AMENDMENT,
A ZONE CHANGE, A TENTATIVE TRACT MAP FOR THE DEVELOPMENT OF FOR-SALE RESIDENTIAL
UNITS, AND A CONDITIONAL USE PERMIT (IF REQUIRED) IN FORM, SHAPE AND SUBSTANCE
SUITABLE TO BUYER, IN ITS SOLE AND ABSOLUTE DISCRETION (COLLECTIVELY, THE
"GOVERNMENTAL APPROVALS").
(B)
BUYER SHALL, AT ITS SOLE COST AND EXPENSE, USE ITS COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN THE GOVERNMENTAL APPROVALS, IN FORM, SHAPE AND
SUBSTANCE ACCEPTABLE TO BUYER, IN ITS SOLE BUT GOOD FAITH DISCRETION.
UPON
RECEIPT OF THE GOVERNMENTAL APPROVALS BUYER SHALL PROMPTLY DELIVER WRITTEN
NOTICE THEREOF TO SELLER.
SELLER SHALL COOPERATE, AND SHALL CAUSE ITS
AFFILIATES AND LENDERS AND ANY OTHER PERSONS WITH AN INTEREST IN THE PROPERTY TO
COOPERATE, REASONABLY WITH BUYER IN CONNECTION WITH BUYER'S PROCESSING OF AND
SEEKING GOVERNMENTAL APPROVALS, INCLUDING WITHOUT LIMITATION, COOPERATING IN THE
DEFENSE OF ANY LEGAL CHALLENGE TO ANY GOVERNMENTAL APPROVALS SOUGHT BY BUYER,
AND EXECUTING ANY MAPS, APPLICATIONS, PERMITS, FILINGS OR OTHER DOCUMENTS WHICH
BUYER DEEMS NECESSARY OR APPROPRIATE WITHIN A REASONABLE TIME (BUT NOT LATER
THAN 10 DAYS) AFTER RECEIPT OF BUYER'S WRITTEN REQUEST THEREFOR, ALL AT BUYER'S
SOLE COST AND EXPENSE.
(C)
LEASE.
THE PARTIES ACKNOWLEDGE THE EXISTENCE OF THAT CERTAIN
FACILITIES LEASE DATED JUNE 17, 1996 (THE "LEASE") BETWEEN SELLER AND
MOREHOUSE-COWLES, INC., A CALIFORNIA CORPORATION, FOR THE LEASE OF THE PROPERTY,
AND THAT CERTAIN LEASE TERMINATION AGREEMENT DATED JANUARY 11, 2005 BETWEEN
SELLER AND NUSIL TECHNOLOGY, AS SUCCESSOR TENANT (THE "TENANT").
BUYER
ACKNOWLEDGES IT HAS RECEIVED A COPY OF THE LEASE AND LEASE TERMINATION AGREEMENT
FROM SELLER PRIOR TO THE EFFECTIVE DATE, AND THAT BUYER UNDERSTANDS THE TERMS
AND CONDITIONS THEREOF, INCLUDING, WITHOUT LIMITATION, THE