25C - AGMT - SALE 2129 N MAIN ST

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in connection with its plan for development of the Property through Seller in its capacity as the City within which the Project is located. Seller makes no representations nor warranties with respect to granting Entitlements and nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to exercise of governmental discretion with regard to such items nor a guarantee that such approvals or permits will be granted at all or within any particular time or with or without any particular conditions. 5.4 Seller's Additional Covenants, Seller hereby covenants and agrees that, Seller (a) will not promote, advertise, market, transfer, lease or convey any of the Property or enter into any agreement to promote, advertise, market, transfer, lease or convey any of the Property or modify or amend any lease other than to terminate any leases as to the Property, (b) will not enter into any agreement; that will be or purport to be binding oil the Buyer or the Property subsequent to the Close of Escrow; (e) shall, at its sole cost and expense, maintain the Property and all improvements thereon in a reasonable condition and in a manner that complies with all applicable laws and shall continue in full force and effect all property and liability insurance with respect to the Property which is in effect 30 days before the Effective Date; (d) will not take, approve or consent to any action or omission that world change the zoning, use, permits or Entitlement of or for the Property or that would otherwise adversely affect the Property or Buyer's plan for development of the Property or Buyer's ,processing of the Entitlements; (e) will promptly give Buyer written notice of any notice or information Seller receives regarding zoning uses, permits, licenses or other Entitlements which would have an adverse impact on the ability of Buyer to develop the Property for its anticipated use; (f) shall not record or cooperate in the recording against the Property or any portion thereof, of army lien, encumbrance, agreement, easement, right of way or other matter without Buyer's written consent; and (g) will not engage in any act or omission which would ,result in the Property not being in compliance with the provisions of this Agreement or arty applicable law or which would prevent the Title Company from issuing [lie Title Paticy in accordance with this Agreement. 6. Default by )buyer. 6.1 Liquidated Damages. IF ESCROW FAILS TO CLOSE SOLELY DUE TO A DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, SELLER WILL BE, DAMAGED AND WILL, BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES, BUT SUCH DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE FOLLOWING REASONS: (1) THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE CLOSE OF ESCROW AND THE PIJRC14ASE PRICE FOR THE PROPERTY AS SET FORTH IN THIS AGREEMENT; PROOF OF THE AMOUNT OF SUCH DAMAGES WILL, BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (2) IT IS IMPOSSIBLE TO PREDICT AS OF THE EFFECTIVE DATE WHETHER THE VALUE OF THE PROPERTY WILL INCREASE OR DECREASE AS OF THE CLOSE OF ESCROW. BUYER. DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD 13UYER BREACH THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. IF ESCROW FAILS -13- 25C-23