14.18.3.2 If Seller does not obtain the Final Ordinance on or before the date that is one year after Closing, Seller shall pay to Purchaser within thirty (30) days of such date $100,000, and Purchaser shall thereafter have the right to obtain the Final Ordinance. If Purchaser seeks to obtain the Final Ordinance, Seller shall pay all third party costs incurred by Purchaser associated with obtaining the Final Ordinance. If the Final Ordinance requires any additional fees, payments, capital expenditures, costs or expenses of any kind, Seller shall pay all such costs and expenses other than any additional ongoing maintenance or operational expenditures required with respect to the Project, which Purchaser shall pay.

14.18.4 Enforcement:

14.18.4.1 The representations and warranties contained in this Section are not subject to the Survival Period limitation in Section 5.4 of this Agreement nor shall the damages limitation amount contained in Section 10.2 be applicable with regard to Seller’s breach or default of the covenants contained in this Section. The provisions of this Section 14.18 shall survive Closing.

14.18.4.2 Seller’s Alley Obligations under this Section shall be secured by that certain Post Closing Obligations Guaranty by City Investors LLC in the form attached hereto as Exhibit M.

14.19 Further Assurances and Access to Books and Records. Purchaser and Seller each agree, upon the request of the other party from time to time before and after the Closing Date, to do, execute, acknowledge and deliver such other acts, consents, instruments, documents and other assurances as may be reasonably necessary to carry out and perform the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, on and after the Closing, Seller shall provide Purchaser and its representatives with reasonable access to books and records not previously delivered to Purchaser as may be reasonably requested by Purchaser from time to time. The provisions of this Section 14.19 shall survive Closing.

14.20 Non-Transferable Warranties. Seller agrees to use good faith commercially reasonable efforts to request and obtain the assignment or other transfer of all construction and equipment warranties for the Property to Purchaser—even those that may be non-transferable by their terms. Purchaser shall fully cooperate with Seller’s efforts to do so. In the event any such warranties cannot be assigned or otherwise transferred to Purchaser, Seller agrees it shall continue to be the owner of such non-transferrable warranties and Seller will exercise such enforcement rights as it may retain on Purchaser’s behalf at Purchaser’s request, direction and cost and expense.

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