25A - AGMT - SALE OF YMCA PROPERTY

Home Browse Search

which a defense and /or coverage would have been available from a third -party insurer, Optionee shall undertake the defense of any such claim, including a defense of Optionor, at Optionee's sole cost and expense to pay any claim or replace any property or otherwise provide the funding that would have been available from insurance proceeds. 7.4. Optionee shall not pen-nit any mechanics', materialmen's or other liens of any kind or nature ( "Liens ") to be filed or enforced against the Property. Optionor reserves the right, at its sole cost and expense, at any time and from time to time, to post and maintain on the Property, or any portion thereof, or on the improvements on the Property, any notices of non- responsibility or other notice as may be desirable to protect Optionor against liability. In addition to, and not as a limitation of Optionor's other rights and remedies under this Section, should Optionee fail, within thirty (30) days of written request from Optionor, either to discharge any Lien (to the extent such Lien is prohibited pursuant to this Section) or to bond for any Lien (to the extent such Lien is prohibited pursuant to this Section), or to defend, indemnify, and hold harmless Optionor from and against any loss, damage, injury, liability or claim arising out of a Lien (to the extent such Lien is prohibited pursuant to this Section), then Optionor, at its option, may elect to pay such Lien, or settle or discharge such Lien and any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to Optionor, as applicable, by Optionee upon written demand. 8. Compliance; Property Maintenance and O erp ation. From the Effective Date, Optionor agrees to act in respect of the Property in the following manner: 8.1. Optionor agrees that it will not enter into any leases, licenses or other occupancy permits for the Property without the prior written consent of Optionee in each instance, which consent shall not be unreasonable withheld, conditioned or delayed. 8.2. Optionor will timely perform its obligations under any service contracts affecting the Property in accordance with the terns and conditions contained therein. Optionor agrees that it will not enter into amend or terminate any service contracts affecting the Property without the prior written consent of Optionee in each instance, which consent shall not be unreasonable withheld, conditioned or delayed. 8.3. Optionor will not enter into any contract or agreement that will be an obligation affecting the Property except for contracts entered into in the ordinary course of business that are tenninable without cause and without payment of a fee or penalty on not more than thirty (30) days' notice. 8.4. Optionor will continue to operate and maintain the Property in accordance with past practices and, except as agreed in the Remediation Work Plan, will not make any material alterations or changes thereto. Optionor will not remove any Tangible 'Personal Property except as may be required for necessary repair or replacement, and replacement shall be of approximately equal quality and quantity as the removed item of Tangible Personal Property. 8.5. Optionor shall not do anything, nor authorize anything to be done, which would adversely affect the condition of title of the Property. 9. Optionor's Representations and Warranties. Optionor hereby represents and warrants to Optionee that, as of the Effective Date: s 51528687.8 25A-1 0