Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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6.4. Period for Investigation. Closing of this transaction is conditioned on Buyer's satisfaction with the suitability of the Property for the placement and purpose of the Conservation Easement and the feasibility of this transaction in Buyer's sole and absolute discretion. Buyer shall have thirty (30) Business Days from the Effective Date to conduct its investigation (the "Contingency Period"). If Buyer fails to notify Seller in writing that this condition is satisfied or waived prior to 5:00 p.m. Pacific Time on the final day of the Contingency Period, then this Agreement shall be deemed terminated, and both Seller and Buyer shall be released and discharged from all further obligations under this Agreement. 7. Seller's Obligations. Before the Closing Seller shall, at its sole expense: 7.1. Promptly notify Buyer upon learning of any fact or event that would make any of the representations or warranties of Seller contained in this Agreement (including, without limitation, Buyer's Conditions Precedent and Seller's representations and warranties) untrue or misleading in any material respect or that would cause Seller to be in violation of any of its covenants or other obligations hereunder. 7.2. Notify Buyer promptly upon receiving notice of a claim or pending litigation affecting the Property, or notice of any event, transaction, or occurrence before Closing that would materially adversely affect the Property or any part thereof. 7.3. Not convey, mortgage, grant a deed of trust, or contract to do the foregoing or otherwise allow or consent to convey, abandon, relinquish, cloud or encumber title to the Property or any interest therein or part thereof without Buyer's prior written consent. 7.4. Maintain the Property in good order, condition and repair, and otherwise operate the Property and maintain its business records in the same manner as before the making of this Agreement, as Seller will continue to do as fee owner of the Property following sale of the Conservation Easement to Buyer. 7.5. Maintain all casualty, liability and hazard insurance currently in force with respect to the Property without diminution in coverage. 7.6. Remedy any violations of law or municipal ordinances or regulations of any federal, state, local or other governmental departments. 7.7. Take no action that will adversely affect title to the Property. 8. Deliveries to Escrow Holder. 8.1. By Seller. Seller shall deliver or cause to be delivered to Escrow Holder on or prior to the Closing Date the following items, the delivery of each of which shall be a condition to the performance by Buyer of its obligations under this Agreement: (a) Deed of Conservation Easement. A deed of conservation easement, in form and substance satisfactory to Buyer and its counsel, duly executed and acknowledged by Page 6 of 20