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shall be extended to permit the running of such seven (7) day period) ("Buyer Cure Period") to <br />correct any fact or circumstance that makes such representation or warranty materially untrue or <br />inaccurate to Seller's reasonable satisfaction. If Buyer fails to make such correction within the <br />Buyer Care Period, then Seller by written notice to Buyer Within three (3) days after the <br />expiration of the Buyer Cure Period (and the Closing Date sliall be extended to permit the <br />running of such three (3) day period) shall be entitled (a) to terminate this Agreement or (b) <br />continue this Agreement in fall three and effect with an change in terms, but Without Waiving <br />any legal, equitable or other remedies it may have against Buyer. The foregoing is not a waiver <br />or release of my or Seller's rights or remedies for any material untruth, incompleteness or <br />inaccuracy in t representation or warranty of Buyer of which Seller obtains knowledge after the <br />Close of Fserow. <br />(1) Authorization. Buyer is a corporation duly formed and <br />validly existing under the laws of the State of California and is qualified to transact business in <br />the State of California. Buyer has full power and authority to enter into this Agreement and to <br />perform all of its obligations hereunder, and has taken all action required by law, its governing <br />instruments or otherwise to authorize the execution, delivery and performance of this <br />Agreement. Each individual who has executed this Agreement on behalf of Buyer has the <br />right, power, legal capacity and authority to execute, deliver and perform this Agreement oil <br />behalf of Buyer. <br />(2) Binding Agreement. This Agreement constitutes a legal, <br />valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, <br />except to the extent that such eril:76reement may be thrilted by applicable bankruptcy, <br />insolvency, moratorium and other principles relating to or limiting the rights of contracting <br />parties generally, <br />(3) Hotel Commitment. Buyer hereby represents and <br />guarantees that, subject to obtaining the Entitlements, it Will COuStRict and develop the hotel <br />component of the .Project oil the Property. The proposed construction and development of the <br />hotel component of the Project oil the Property is critical to the Seller's decision to sell the <br />Property to Buyer. No use of the Property other than as the Project and City approved <br />ancillary uses will be considered an appropriate use of the Propctty- <br />(4) Compliance with Law. Buyer is required to carry out <br />the development of the Project in conformity with all applicable laws, including all applicable <br />building, planning and zoning laws, enviroculiental laws safety laws and federal and state <br />wage laws. <br />5,23 Natural Hazard Zone Disclosure. No later than seven (7) <br />business clays prior to the Property Approval Date, the Seller will, at its sole cost and expense, <br />provide Buyer with a Natural Hazard Zone Disclosure required by applicable law. <br />53 Buyer and Seller Cooperation. During the term of Escrow, Buyer shall <br />submit plans for the ProJect to Seller, and Seller, in its capacity as the City within which the <br />Project is located, will make the determination as to the required entitlements based upon <br />Buyer's proposed plans. Buyer may then process and obtain the Entitlements deemed necessary <br />-12- <br />25C-22 <br />