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} 11/06190 14:24 FAX 41.5 677 6100 SHELL 61L
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<br /> storage tanks and related equipment upon the Promises, Shell, its agents or contractors, shall t
<br /> also have the right to snake inquiries of goveri.mcntal agencies concerning potentially hazardous
<br /> u13wtunGc:s cin the Premises without any liability on the Part of Shell; its agents or contractors,
<br /> to Seller a,� a result thereof. If, in Shell's sole opinion, any survey, governmental inquiry, or,site
<br /> assessment reveais Gond:tions which are unsatisfactory to Shell, Shell may either (a) provide
<br /> Sc;,cr with the option to perforin, at Seller's expense, within S.IX-`Y ( 60 ) days after
<br /> notice from She 1, such action as Shell may reasonably require to correct the unsatisfactory
<br /> condition, or (b) withdraw frurn this Lrarisaction in accordance with the provisions of article 10
<br /> hereof. In the evenL Q-urh corrective action. cannot be completed to Shell's satisfac`.ion within the
<br /> ,ifartnien-'Lioned hole, Shell and Seller may elect to (a) extend the time for the corrective action
<br /> to be uornplGLed or (b) close escrow in accordance with article 9 hereof, following which Shell
<br /> ..�:11 pruvide ac:GesS to the Prem se8 ii order f'or Seller to complete the required corrective action.
<br /> In the event (a) Seller elects :lot 'o conduct such corrective action as required by Shell, (b) Shell
<br /> and Seller cannot reach agreement regarding din extension of tirne for completion of corrective
<br /> action or (c) the corrective action s completed by Seller pursut t hereto is unsatisfactory to
<br /> Shelf; Shell ,may elect (1) to perforof"complete, as the case n y he, such corrective action,
<br /> in which event the parties will renegotiate the Purchase Price and/or other terms of this
<br /> Agreement prior to Shell's performance, of such corrective action, or (2) to wi+thdraw.frorn this
<br /> transactioh in accordance with the provisions of article 16 hereof. In the event of such
<br /> withdrawal, no costs incurred under this article shall be reimbursed to either party.
<br /> if either Seller or She'll shall eater the Premises while owned by the other to perform
<br /> assessments or corrective action pursuant to this article 6.1, such entering party, for itself, its
<br /> employccs, agents and contractors, shall assume all risks involved in entering upon the Premises
<br /> for the performance of such activities and shall indemnify and hold the other harmless from
<br /> and against all loss or expense by reason of any liability due to bodily injury, death of persons
<br /> or damage to property sustained by any party arising out of or caused by the negligence of such
<br /> entering party, its employees, agents or contractors, in fixe exercise of any of such entering party's
<br /> rights under this article 6.1.
<br /> 6.2 ZONING/PERMITS/LICENSES. As soon as practicable after the Exercise Date, Shell shall
<br /> apply to the appropriate governing bodies for zoning, permits and licenses required to authorize
<br /> the use, construction and operation of tlzc Premises as an automobile service station in
<br /> accordance with Shell's plans and specifications. Seller agrees Lo execute all instruments and
<br /> documents reasonably necessary to enable Shell to secure such authorizations. If Shell is unable
<br /> to obtain the necessary authorizations as set forth herein, Shell, at its option, may withdraw
<br /> from this transaction in accordance with the provisions of article 10 hereof.
<br /> 3 E vw�� 6.3 OFFSITE ROME DEVELOPMENT.
<br /> ODENDUAi r. CONDITION OF TITLE. Shell shall obtain a commitment for title insurance ,vith extended
<br /> �•+,=5 coverage ("Title Commitnment") on the Premises in the amount of the Purchase Price from
<br /> 1NSANER?CA TITLE INSURANCE cooip-ANY("Title Company"). If the Title Commitment reveals any title
<br /> exceptions, encumbrances or conditions which are unacceptable to Shell, Shell shall give notice
<br /> thereof to Seller, and Seller shall have SiXay I ( 60 ) days after receipt of such
<br /> notice in which (a) to cure sane to Shell's satisfactieii and furnish a later report showing the
<br /> defect cured or removed, or (b) if such exceptions, encumbrances or conditions can be cured solely
<br /> by payment of additional title insurance premiums, to arrange for satisfaction of same out or
<br /> Seller's proceeds at closing. In the event Seller is unable or unwilling to cure the unacceptable
<br /> exceptions, encumbrances or conditions within the aforesaid period, Shell may withdraw from
<br /> this transaction in accordance with the provisions of article 10 hereof, If, at-'closinb, Seller is
<br /> .,unable to deliver title to the Prer :ices in the same condition as accepted by'Sheh-in accordance
<br /> �.:th the terms hereof, then Shell shall elect as its sole remedy For such failure either (a) to waive
<br /> such defects and accept title to the Premises, "as is" or (b) to withdraw fro`n this transaction
<br /> in accordance with the provisions of article 10 hereon.
<br /> B�CQN0EMNA-T)ON.e-In-the•ov�nt,Seller-or-Shell,becom es-aware-t-h at Ji,
<br /> fie '-remises=gar-any_
<br /> DR-Ft the:~eof are or will become the subject o; a condemnation proceeding, whether for public
<br /> m: glm5i•pubhc IT.,„�t;cj
<br /> l party shall h niediateiy give iictic:e to the other and Escrow Agent of
<br /> s,3cl7 pror_.r_eding. in the giving or receipt of such notice, Shell shall have the option, by giving
<br /> +entice to Seller and Escrow Agent within the next thirty (30) clays: (a) to permit Seller to Aegotiate
<br /> with the condemning authority and receive the condemnation award, in which event Shell shall
<br /> take title to the remaining Premises in accordance .with the terms and conditions of this
<br /> Agreement and the Purchase Pr='c,e hereu:.der shall be reduced by the greater of (I) the amount
<br /> rc.cc'ved or receivable by Seller as compensation for that portion of the Premises so taken; or
<br /> ;EE (2) the percentage derived upon dividing the 'total square footage KkAnft. -�xXJnX kx,}a
<br /> ;ELO;d � u � � ;k�kk+i� {xK �:;Pt��Cyik��;X+,{ } a ; .} g }{ }� y� X(1i} to take title in accordance
<br /> with the ?.arms and conditions of this Agreement, and negotiate with the condemning authority
<br /> for the condemn_-,.tion award and receive the benefits thereof: or (c) to w•itt.dra.w from this
<br /> transaction in accordannc(- with the proviSinns of articlo 1.0 hereof.
<br /> 9. CLOSING. The escrow shall be conditioned to close when (a) Shell gives notice to Seller
<br /> and I,:sc:row Agent that the conditions specified in articles 6 and i hereof Have been completed
<br /> to Shell's satis`action; (b) Seller is prepared to deliver full possession of the Pre-raises to Shell;
<br /> and (c) Title Company is prepared to issue and deliver to Shell an owner's title insurance policy
<br /> in Title Company's E.%tende'd Coverage form insuring Shell for the full Purcl.ase Price, that title
<br /> to the Premises is vested in fee simple, subject only to the printed exceptions in such Extended
<br /> Coverage form, to those exceptions which Shell agrees to accept in accordance with the provisions
<br /> *OF THAT PORTION OF THE PREMISE$ BEING TA{EZv 3Y THE SQUARE FOOTAGE OF THE PREyIISES
<br /> UNDER O?TION.
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