2008/10/15 Council Agenda Packet

or result in a breach of any law, governmental rule, regulations, judgment, decree, or order by which Purchaser is bound, or by any of the provisions of any contract to which Purchaser is a party or by which Purchaser is bound or by Purchaser's articles of incorporation, bylaws, or corporate resolutions. The execution and delivery of this Agreement has been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. Purchaser shall indemnify, defend and hold Seller harmless from and against any cause, claim, loss, damage or expense, including attorneys fees, which Seller suffers as a result of a breach of the representations, warranties and covenants contained in this Agreement by Purchaser. 8. SELLER'S OBLIGATIONS PENDING CLOSING. During the continuance of this Agreement, until Closing or termination of this Agreement as herein provided, Seller covenants to perform in accordance with the following obligations: a. Sell or Encumber Property. Seller shall not sell, assign, or convey any right, title, or interest whatever in or to the Property to any third party or create or permit to exist any lien, encumbrance, or charge thereon which will not be paid in full at Closing. b. Representations and Warranties. Seller shall not take any action, or omit to take any action, which action or omission would have the effect of violating or rendering untrue any of its representations, warranties, covenants, and agreements contained herein. c. Governmental Orders. Seller shall not violate any lawful order or directive of a governmental agency with respect to the Property. d. Cooperation with Purchaser. Seller shall confer, coordinate and cooperate with Purchaser in every reasonable respect in connection with the satisfaction of the contingencies and approvals specified in Section 4 and Section 5, including, without limitation, Purchaser's efforts to obtain the Project Approvals, and Seller shall promptly execute all necessary documents in connection therewith upon request by Purchaser. e. Memorandum of Agreement. Seller shall, upon request by Purchaser, execute, acknowledge, and deliver to Purchaser a Memorandum of this Agreement which Purchaser may record. f. Sign. After the expiration of the Feasibility Period and upon request by Purchaser, Seller shall permit Purchaser, at Purchaser's sole cost and expense, to erect a sign on the Property advertising the proposed development of Purchaser's Project; provided, however, any such sign(s) shall comply with applicable codes and regulations. 3 -11- 50939068.4