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<br />11,2, Indemnification, Seller shall, and hereby does, indemnify, defend, and hold
<br />harmless Buyer and each of the Indemnified Parties from and against all Losses incurred,
<br />suffered by or claimed against anyone or more of the Indemnified Parties, by reason of, arising
<br />out of or relating to any event which occurred during, or which is otherwise solely attributable to,
<br />the time period prior to the Close of Escrow related to Seller's ownership, possession,
<br />operation, management, maintenance, and repair of, and/or responsibility for the Real Property,
<br />including, but not limited to, any Release of Hazardous Substances in, on, under, or near the
<br />Real Property, or a violation of any Environmental Laws relating to the Real Property, whether
<br />known or unknown, which may have occurred prior to the Close of Escrow.
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<br />11.3. Duty to Defend; Attorneys Fees and Expenses. Upon written request by any
<br />Indemnified Party, Seller shall defend same (if requested by any of the Indemnified Parties, in
<br />the name of the Indemnified Parties) by attorneys and other professionals, including engineers
<br />and environmental consultants selected by the Seller, subject to the reasonable approval of the
<br />Indemnified Parties.
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<br />11,4, Survival, All rights of the Indemnified Parties and all obligations of Seller under
<br />this Section 11 shall survive the Close of Escrow, recordation of the Grant Deed, and Seller's
<br />conveyance, and Buyer's acceptance, of record title to the Real Property.
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<br />12, DAMAGE OR DESTRUCTION PRIOR TO CLOSING,
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<br />The risk of physical loss to the Real Property shall be borne by Seller prior to the Close
<br />of Escrow and by Buyer thereafter. If the Real Property, or any portion thereof, is damaged or
<br />destroyed prior to the Close of Escrow from any cause whatsoever, whether an insured risk or
<br />not, and such damage or destruction materially interferes with Buyer's ability to construct the
<br />State Project (as determined in Buyer's sole and absolute discretion, subject to the concurrence
<br />of the SPWB), Buyer shall have the right, upon written notice to Seller within five (5) business
<br />days after the date Buyer receives notice of the loss from Seller, to terminate this Agreement
<br />and cancel Escrow in accordance with Section 8.2.
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<br />13. CONDEMNATION PRIOR TO CLOSING.
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<br />If Seller receives written notice from any agency or authority having the power of
<br />eminent domain advising of an actual or intended condemnation of all or any portion of the Real
<br />Property ("Condemnation Notice"), and such condemnation materially interferes with Buyer's
<br />ability to construct the State Project (as determined in Buyer's sole and absolute discretion,
<br />subject to the concurrence of the SPWB), Seller shall immediately advise Buyer of same in
<br />writing and deliver therewith a copy of the Condemnation Notice. Buyer shall have the option,
<br />upon written notice to Seller within five (5) business days after the date Buyer receives the
<br />Condemnation Notice, to terminate this Agreement and cancel Escrow in accordance with
<br />Section 8.2.
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<br />14, MISCELLANEOUS,
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<br />14,1, Notices, All notices required to be given by either party will be made in writing
<br />and may be effected (i) by personal delivery, (ii) via reputable overnight courier service, (iil) by
<br />mail, registered or certified, postage prepaid with return receipt requested, or (iv) by facsimile
<br />transmission. Notices sent by courier or mail must be addressed to the parties at the
<br />addresses, and faxed notices must be sent to the parties at the facsimile numbers, appearing
<br />below in this Section 14.1, but each party may change its designated address or facsimile
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<br />(Rev.07f21JOS)
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<br />557986.11
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