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Lot(s) is consistent with the terms of this Amendment. The City shall perform and complete, at <br /> its expense, all of its due diligence, and if the City determines in its own discretion that the <br /> applicable Acceptance Standards Work for such Transfer Lot(s) is not consistent with the teims <br /> of this Amendment,the City shall give written notice thereof to Owner on or before 5:00 p.m., <br /> Seattle time, on the last day of the Due Diligence Period, and Owner shall then cure such <br /> inconsistencies prior to the Closing Date. If the City does not deliver such notice to Owner on or <br /> before the expiration of the Due Diligence Period,this inspection contingency shall be deemed to <br /> have been waived, and if applicable,the conveyance of the applicable Transfer Lot(s) on the <br /> applicable Transfer Lot Closing Date shall continue in full force and effect. <br /> 1.5 Access. During the Inspection Period,the City and its employees, agents, <br /> consultants, and advisers may enter upon the applicable Transfer Lot(s) and make such <br /> inspections and tests (including soil borings and environmental tests) of the Transfer Lot(s) as <br /> the City deems desirable. Owner shall provide,the City and the City's employees,agents, <br /> consultants,and advisers with reasonable access to the Transfer Lot(s) and shall provide <br /> reasonable access to all known information respecting the Transfer Lot(s)in Owner's possession <br /> or control. To the extent not covered by insurance,the City shall indemnify, defend, and hold <br /> Owner hainlless from and against any claims for personal injury or death or property damage <br /> caused by the City's exercise of its right to access the Transfer Lot(s)under this Section, except <br /> to the extent caused or contributed to by Owner's own negligence or willful misconduct. The <br /> City shall keep the Transfer Lot(s)free and clear of any liens arising out of any work performed <br /> on the City's behalf under this Section. <br /> 1.6 Prorations. Prorations between Owner and the City shall be calculated as of <br /> 12:01 a.m. on the applicable Closing Date, as if the City were vested with title to the applicable <br /> 11 <br /> 131047136.14 <br /> 18 <br />