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02-01-00;08:48AM; ENGEC TRACY . A 4/ 7 <br /> Property subject to such exception or exceptions. In the event Buyer fails to timely give Seller <br /> Notice of Dissatisfaction as provided in section 5(e) below such failure shall constitute Buyer's <br /> election to accept the Property subject to the disandroved P-A"'r o consummate the <br /> purchase of the Property as otherw / g in this Agreement � <br /> to the contrary it is expressly agr /1 ti O (Z :rty at the Close of <br /> Escrow free and clear of any me I�JI� �J 1�1� or other financial <br /> encumbrances save and except foi ent which shall be <br /> prorated as of the Close of Escrow <br /> 5. Due Diligence Inve <br /> a. Investi atim he Effective Date <br /> (the "Review Period"), Bu: 1 of the Property, <br /> including,but not limited to inmental matters, <br /> title matters, governmental : matters affecting <br /> Buyer's anticipated use and <br /> b. Survey. Test; __ and expense, is <br /> expressly authorized to obtai.,t i)a current soils study of the Property(2)an environmental <br /> study of the Property and/or (3) a survey of the Property. <br /> C. Access. Seller hereby grants to.Buyer and its employees, representatives, <br /> agents, affiliates and independent contractors (such parties being collectively referred to <br /> herein as the"Buyer's Parties")a nonexclusive license to enter upon the Property during the <br /> �.. Option Term and prior to the Close of Escrow for the purpose of conducting studies, <br /> physical examinations, surveys and tests of the Property. Buyer hereby indemnifies and <br /> agrees to defend and hold harmless Seller from and against any and all damages, losses, <br /> expenses and liabilities, resulting from the activities of the Buyer: Notwithstanding the <br /> foregoing, the mere discovery by Buyer or by Buyer's Parties of any matters during the i <br /> course of Buyer's investigation which may adversely affect the Property shall not be deemed <br /> to give rise to any liability or obligation of indemnification by Buyer to the Seller. The <br /> Buyer's indemnification of Seller shall continue in effect even if the parties do not close <br /> escrow. <br /> d. Processin r. From the Effective Date and through the Close of Escrow,Buyer, <br /> at its sole cost and expense, shall have the right to process: annexations, general and/or <br /> specific plan amendments, zoning changes,parcel and/or subdivision maps, development <br /> agreements and such other applications or permits for entitlements as may be desirable or <br /> necessary for the Buyer's proposed use of the Property (the Entitlements). Buyer shall <br /> periodically advise Seller of the status of any srch processing it performs. Seller shall,at no <br /> cost or expense to Seller, cooperate with and assist Buyer in the processing of such items, <br /> and to the extent reasonably necessary execute such applications and other documents. if <br /> requested, Seller agrees to execute an agency agreement authorizing Buyer to process all <br /> such Entitlements. <br /> Ce. Notice of Dissatisfaction, if Buyer gives written notice to Seller by 5:00 p.m. <br /> of the final day of the Review Period of Buyer's dissatisfaction ofthe Property,or any matter <br /> 4 <br />