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<br />existing general plan or zoning designation of the Real Property, without Buyer's prior written
<br />approval. and Seller shall immediately provide Buyer with a copy of any written materials
<br />received by Seller evidencing or relating to any proposal or attempt to effect any such change,
<br />alteration, modification, addition to, or termination other than those sought by Buyer.
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<br />10.4,6. Except as expressly provided in Section 6.12 of this Agreement. Seller
<br />shall (i) not alter the physical condition of the Real Property; (ii) maintain the Real Property in
<br />substantially the same condition as that which existed as of the Effective Date; and (iii) Seller
<br />shall deliver possession of the Real Property to Buyer at the Close of Escrow in no worse
<br />condition than that which existed at the expiration of the Due Diligence Deadline.
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<br />10.4,7, Seller shall promptly notify Buyer of any event or circumstance that
<br />could or would render any representation or warranty of Seller under this Agreement untrue or
<br />misleading, or of any covenant of Seller under this Agreement incapable or less likely of being
<br />performed; provided, however, that Seller's foregoing obligation to provide notice to Buyer shall
<br />in no way relieve Seller of any liability for a Breach by Seller of any of its representations,
<br />warranties or covenants under this Agreement.
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<br />10.5. Seller's Post-Closing Covenants, From and after the Close of Escrow until
<br />Buyer commences of construction of the State Project, Seller shall use gravel or sandbag dikes
<br />as necessary to prevent discharge of earthen materials from the site during periOds of
<br />precipitation or run-off, and shall clean, sweep. and sprinkle water or apply other means as
<br />necessary to mitigate dust on the Real Property. Seller's obligations under this Section 10.5
<br />shall survive the Close of Escrow and shall continue until Buyer commences construction of the
<br />State Project.
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<br />11. INDEMNIFICATION AND DUTY TO DEFEND.
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<br />11.1. Defined Terms. For purposes of this Agreement, the following defined terms
<br />and definitions shall apply:
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<br />11.1,1, "Environmental Laws" means any present and future federal, state and
<br />local laws, statutes, ordinances. rules, regulations, and the like, as well as common law, which
<br />(i) relate to protection of human health or the environment, (iI) relate to Hazardous Substances,
<br />(ili) relate to liability for or costs of Remediation or prevention of Releases of Hazardous
<br />Substances. (iv) relate to liability for or costs of other actual or future danger to human health or
<br />the environment. (v) condition transfer of property upon a negative declaration, or other
<br />approval of a governmental authority of the environmental condition of the Real Property, (vi)
<br />require notification or disclosure of Releases of Hazardous Substances, or other environmental
<br />condition of the Real Property, to any governmental authority or other person or entity. whether
<br />or not in connection with transfer of title to or interest in property, (vii) imposes conditions or
<br />requirements in connection with permits or other authorization for lawful activity, (viii) relates to
<br />nuisance, trespass, or other causes of action related to the Real Property, and/or (xi) relate to
<br />wrongful death, personal injury, or property or other damage In connection with any physical
<br />condition or use of the Real Property, including but not limited to, the following laws, as they
<br />may be amended from time to time: Comprehensive Environmental Response, Compensation
<br />and Liability Act of 1980, 42 U.S.C. section 9601, et seq.; Federal Resource Conservation and
<br />Recovery Act, 42 U.S.C. section 6901. et seq.; Clean Water Act, 33 U.S.C. section 1251. et
<br />seq.; Toxic Substances Control Act. 15 U.S.C. section 2601. et seq.; Refuse Act, 33 U.S.C.
<br />section 407; Occupational Safety and Health Act, 29 U.S.C. section 651, et seq.; Clean Air Act,
<br />42 U.S.C. section 7401. et seq.; California Hazardous Waste Control Act. California Health and
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<br />Page 13
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<br />557986.11
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<br />(Rev.07121!05)
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