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<br /> (e) Seller will cooperate in good faith with Buyer's efforts to obtain permits and approvals
<br /> regarding Buyer's proposed development of the Property and adjacent property,including but not limited
<br /> to Seller's execution of any and all documents required to be executed by governmental authorities;
<br /> provided, however, that Buyer shall pay all costs or applications and Seller shall not be required to, nor
<br /> shall Seller, incur any debts, costs or liens upon the Property. In the event the transaction contemplated
<br /> herein is not consummated,any applications,permits and approvals obtained by Buyer will inure to Seller
<br /> without representation or warranty from Buyer, unless the transaction is not consummated due to the
<br /> default of Seller. In the event the transaction contemplated herein is not consummated, Buyer shall
<br /> provide copies to Seller of all tests, reports,surveys,studies and inspections Buyer caused to be prepared
<br /> for the Property pursuant to this Agreement without representation or warranty from Buyer, unless the
<br /> transaction is not consummated due to the default of Seller.
<br /> 18. Tax Deferred Exchange. If either Buyer or Seller desire to enter into a tax-deferred
<br /> exchange for the Property,then each party agrees to reasonably cooperate with the other in connection
<br /> with such exchange including,without limitation,the execution of such documents as may reasonably be
<br /> necessary to effectuate the same. Such obligations shall,however,be subject to the following conditions:
<br /> (a) The party not initiating the exchange shall not be obligated to delay the close of either
<br /> escrow;
<br /> (b) All additional costs in connection with the exchange shall be bome by the party initiating
<br /> the exchange;
<br /> (c) The party not initiating the exchange shall not be obligated to take title to any property in
<br /> connection with any such exchange (other than Buyer's rights to acquire title to the Property, as
<br /> provided herein)or to execute any note,contract or other document providing for(or to otherwise incur)
<br /> any personal liability whatsoever;and
<br /> (d) The party initiating the exchange shall indemnify and hold the other parry harmless from
<br /> and against any and all claims, demands, liabilities, costs, expenses, damages and losses (including,
<br /> without limitation, attorneys' fees and costs)in any was arising out of or in connection with or resulting
<br /> from the indemnified party's participation in any such exchange. The indemnification obligations
<br /> hereunder shall survive the termination of this Agreement or the close of escrow and delivery of the
<br /> grant deed.
<br /> 19. Damage or Condemnation Prior to Closing. Seller shall promptly notify Buyer of any
<br /> damage or casualty to the Property or any condemnation proceeding commenced prior to the Close of
<br /> Escrow. If any such casualty, damage or proceeding relates to or may result in the loss of any material
<br /> portion of the Property,Buyer may elect either to(i)terminate this Agreement,in which event all funds
<br /> deposited into Escrow by Buyer which are held by Escrow Holder or have been released from Escrow
<br /> shall be returned to Buyer and neither party shall have any further rights or obligations hereunder,or(ii)
<br /> continue the Agreement in effect, in which event, upon the Close of Escrow,Buyer shall be entitled to
<br /> any compensation, award, or other payments or relief resulting from such casualty or condemnation
<br /> proceedings and the Purchase Price shall be reduced by the amount of any insurance deductible,if any,
<br /> paid by Buyer.
<br /> 20. Notices. All notices or other communications required or permitted hereunder shall be
<br /> in writing,and shall be personally delivered or sent by registered or certified mail,postage prepaid,return
<br /> receipt requested, or sent by electronic facsimile or sent by nationally recognized overnight delivery
<br /> service and shall be deemed given and received upon the earlier of(i)if personally delivered, the date of
<br /> delivery to the person to receive such notice, (ii) if mailed, on the date of posting by the United States
<br /> Post Office, (iii) if given by electronic facsimile, when received by the other party, or(iv) if sent via
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<br /> PSA Stockton-Farmington Sanchez Fina,05.30.07
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