OPA: Grimshaw House - City of Anaheim

volunteers harmless from and against any claim, action, suit, proceeding, loss,
cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense
(including, without limitation, attorneys' fees), resulting from, arising out of, or
based upon (i) the presence, release, use, generation, discharge, storage or disposal
of any Hazardous Materials on, under, in or about, or the transportation of any
such Hazardous Materials to or from, the Site which occurs or arises after the
Closing, or (ii) the violation, or alleged violation, of any statute, ordinance, order,
rule, regulation, permit, judgment or license relating to the use, generation,
release, discharge, storage, disposal or transportation of Hazardous Materials on,
under, in or about, to or from, the Site which occurs or arises after the Closing,
except those arising out of the negligence or misconduct of Agency or its
employees, officers, agents or representatives. This indemnity shall include,
without limitation, any damage, liability, fine, penalty, parallel indemnity after
closing cost or expense arising from or out of any claim, action, suit or proceeding
for personal injury (including sickness, disease or death), tangible or intangible
property damage, compensation for lost wages, business income, profits or other
economic loss, damage to the natural resource or the environment, nuisance,
contamination, leak, spill, release or other adverse effect on the environment. At
the request of Developer, Agency shall cooperate with and assist Developer in its
defense of any such claim, action, suit, proceeding, loss, cost, damage, liability,
deficiency, fine, penalty, punitive damage, or expense; provided that Agency
shall not be obligated to incur any expense in connection with such cooperation or
assistance.
304. Escrow. Within ten (10) days after the Effective Date, the Parties shall open
escrow (the “Escrow”) for the Conveyances with Escrow Company.
304.1 Escrow Instructions. This Agreement constitutes the joint escrow
instructions of Developer and Agency for the Conveyances, and the Escrow Agent
to whom these instructions are delivered is hereby empowered to act under this
Agreement. Any amendment of these escrow instructions shall be in writing and
signed by both Developer and Agency. At the time of any amendment, the
Escrow Agent shall agree to carry out its duties as Escrow Agent under such
amendment. All communications from the Escrow Agent to Developer or Agency
shall be directed to the addresses and in the manner established in Section 901 of
this Agreement for notices, demands and communications between Developer and
Agency. Insurance policies for fire or casualty are not to be transferred, and
Agency will cancel its own policies after the Closing.
304.2 General Provisions Applicable to Escrow Agent. The following general
provisions shall be applicable to the Escrow Agent.
(A) All disbursements shall be made by check of the Escrow Agent.
All funds received in the Escrow shall be deposited in a separate
interest-earning escrow account with any bank doing business in
the State of California and approved by Developer.
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