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1 <br /> procurement and contracting processes)in excess of$821,500,then Buyer may withdraw <br /> funds from the Environmental Holdback from time to time for such costs. Buyer shall <br /> provide notice of each withdrawal to Seller. Such notices will be in the following form: <br /> The City has withdrawn $ from the Environmental Holdback <br /> established under the Agreement for Purchase and Sale of Real Property <br /> dated on or about July 26, 2016, between the City of Everett and SSLM <br /> Properties,LLC. <br /> Regardless of Section 12.2 of the Agreement and regardless of any other provision of the <br /> Agreement regarding notice,the parties agree that Buyer may deliver a withdrawal notice <br /> by email to Seller at the following address: letisriiithstreetsawuiilLeorr, with copy to <br /> pmorantcriprklaw.com. Email delivery is effective for all purposes under the Agreement <br /> upon sending, and no subsequent confirmation is required. Seller does not waive any <br /> right it may have to contest Buyer's entitlement to such withdrawal and Buyer's right to <br /> retain such withdrawal according to the dispute resolution process described in Section 8 <br /> below. All withdrawals from the Environmental Holdback must occur no later than <br /> December 31,2019. The Buyer shall provide Seller reasonable back-up documentation <br /> for all Eligible Remediation Work promptly upon written request from Seller. <br /> (d) Closing of Environmental Holdback. The Buyer shall deliver to <br /> the Court Registry all funds remaining in the Environmental Holdback as of(1)January <br /> 15,2020 or(2)the date that is thirty days after City receipt of a No Further Action Letter <br /> from the Department of Ecology in a form acceptable to the City,whichever of(1)or(2) <br /> is earlier. <br /> 7. Environmental Cost Recovery Claims and Seller's Environmental <br /> indemnity. <br /> (a) Price Reduction."Price Reduction"means(i)the$821,500 <br /> reduction of the Purchase Price under Section 2.2 above;plus(ii) any of the <br /> Environmental Holdback delivered to Buyer. <br /> (b) Cost Recovery Claims againstPo±entially-Liable Parties. <br /> (1) Notwithstanding any term of the Agreement to the <br /> contrary, Seller retains the right to pursue and settle claims against potentially liable <br /> parties other than Buyer for reimbursement of remedial costs in an amount equal to the <br /> Price Reduction.Buyer assigns to Seller its right to recover remedial action costs from <br /> any potentially liable party other than Buyer in an amount not to exceed the Price <br /> Reduction. <br /> 3 <br /> 107880 100 gm06403g004 4 <br />