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Buyer shall and will assume the defense and indemnify and <br />save the Owner, its employees and agents, free and harmless from <br />and against any and all claims, demands, liabilities and <br />judgments for or by reason of any damage, loss, personal injury <br />or death, caused by or arising out of Buyer, its agents, <br />employees, or representative act or failure to act in the <br />occupancy, maintenance, operation, or use of the Property as a <br />result of soil and geotechnical testing. <br />If following Buyer's investigation, Buyer determines that <br />the purchase of the Property in as "as is" condition is not <br />acceptable, then Buyer may terminate this Agreement without <br />penalty. <br />4. Purchase In-Lieu of Condemnation. Buyer acknowledges <br />that its purchase of the Property is in lieu of condemnation and <br />Buyer shall take all appropriate actions to permit the Seller to <br />claim for income tax purposes that the Buyer would have filed an <br />eminent domain proceeding to condemn the Property had the <br />Agreement not been reached. <br />5. Future Development and SQecific Plan Costs. Buyer and <br />Seller acknowledge that this purchase agreement only relates to <br />existing development conditions as of the effective date of the <br />purchase agreement. If the remainder of the Seller's property is <br />ever subdivided in the future, the new development shall be <br />subject to specific plan reimbursement costs, yet to be <br />determined. The specific plan reimbursement costs shall also <br />include all of the costs related to this realignment project <br />including any monetary expenses for land purchase or in-kind <br />construction costs made to the Seller and other land purchases <br />needed for the realignment project. <br />6. Closing and Related Costs. The Buyer shall pay for <br />all costs including, but not limited to, preliminary soil <br />testing, title reports, escrow, title insurance, surveying, and <br />appraisals associated with the purchase of the Property, except <br />Seller shall pay for any sale commission arising out of this <br />purchase. Buyer and Seller are not aware of any sales commission <br />arising out of this purchase at this time. Each party shall pay <br />its own attorneys' fees in connection with the negotiating this <br />Agreement and closing the Escrow. Real estate taxes shall be <br />prorated as of the date of the actual closing of the Escrow. <br />7. Time of the Essence. Time is of the essence of this <br />Agreement. <br />8. Binding Effect. This Agreement will be binding upon <br />and inure to the benefit of the heirs, executors, administrators, <br />successors in interest, and assigns of the parties to it. <br />3 <br />