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appropriate; provided, however, that in the course of such activities, Buyer shall make no <br />visible improvements to or changes in the Property prior to the Date of closing. In the <br />event Buyer fails to close its acquisition of the Property, copies of the foregoing shall be <br />made available to Seller at no cost. <br />B. Seller shall join in the execution of any and all documents and instruments which may be <br />required or which may be reasonably requested by buyer in order to obtain all <br />governmental approvals which may be necessary to develop the Property, including, <br />without limitation, plats, registration applications, rezoning petitions and environmental <br />assessment worksheets and statements; and Seller shall cooperate with Buyer in any <br />proceedings, whether before federal, state or local governmental units or agencies. <br />C. Buyer shall not suffer or permit any mechanics' liens to attach to or be filed against or <br />upon the Property or any part thereof, provided, however, that Buyer shall have the right <br />to contest the validity or amount of any such liens, if Buyer shall give reasonable security <br />(not to exceed one and one-half times the amount of each lien) as may be demanded by <br />Seller to insure payment thereof and to prevent forfeiture of the Property by reason of <br />such nonpayment. Upon final determination of such lien or liens, Buyer shall pay any <br />judgment rendered. <br />D. Buyer hereby agrees to hold Seller harmless from any and all liabilities of whatever <br />nature arising out of Buyer's presence on the Property prior to the Date of Closing. Buyer <br />further agrees to undertake immediately and defend, its sole costs and expense, any such <br />claims or demands, whether for loss of property, injury or death to persons, or of any <br />other nature, upon receipt of notice from Seller that such a demand or claim has been <br />made. <br />6. Conditions Precedent to Closing by Buver. All obligations of Buyer under this Agreement are <br />subject to the following contingencies, each of which must be, in Buyer's sole discretion, <br />satisfied on or before June 15, 2023 (the "Contingency Date"). Only Buyer may waive any of <br />the following contingencies. <br />A. All of the representations and warranties by Seller contained in paragraph 3 hereof shall <br />be true and correct as of the Date of Closing. <br />B. Seller shall have fully complied with and performed the conditions and agreements on its <br />part required by the terms hereof. <br />C. Buyer shall have obtained all requisite consents or approvals required by any applicable <br />statute, ordinance, governmental restriction or regulation, or private restriction or <br />agreement to permit the zoning, subdivision and development of, as well as the <br />construction of improvements on the Property in manner satisfactory to Buyer. <br />D. Seller shall allow Buyer to conduct and examine said soil -engineering report(s), which <br />establishes the condition of the soil and the subsoil. If these reports reveal conditions <br />unsatisfactory to the Buyer, in its sole discretion, the Buyer shall cancel this Agreement <br />or waive its right to do so. <br />4 <br />CORE/3527692.0002/180417462.2 <br />