LAFCO. LAFCO shall defend, indemnify and hold County harmless from LAFCO’s share of any and all claims, costs and liability for any damage, injury or death of or to any person or the property of any person, including attorneys’ fees, caused by the willful misconduct or the negligent acts, errors, or omissions of LAFCO, its officers, agents or employees in using the Premises pursuant to this lease.
LAFCO. Seller hereby advises Buyer that as of the Restated Effective Date, Seller has noticed for public hearing an action for Anaheim City Council approval of the filing with the Orange County Local Area Formation Commission (“LAFCO”) of a petition in the form of Exhibit “V” attached hereto (the “Annexation Petition”) to annex to the City of Anaheim and detach from the City of Orange that certain area located within the Real Property, as shown on the Annexation Petition, with all of the Real Property so annexed to be General Planned and zoned in all respects the same as the remainder of the Real Property is zoned, and subject in all respects to the DDA in the same manner as the remainder of the Real Property. Seller shall use commercially reasonable efforts, at Seller’s sole cost, to (i) cause LAFCO to take action on Seller’s Annexation Petition as soon as reasonably practicable, and (ii) provided such annexation is completed prior to Closing, cause the Title Company to change the legal description in the Title Policy to confirm that all of the Real Property is located within the boundaries of the City of Anaheim. Without limiting the generality of the foregoing, such change to the legal description in the Title Policy shall be a condition precedent to Buyer’s obligation to buy the Property.
LAFCO. Upon the occurrence of a default by County, LAFCO may (i) terminate this lease by giving written notice to County and quit the Premises without further cost or obligation to LAFCO, or (ii) proceed to repair or correct the failure and, at LAFCO’s option, either deduct the cost thereof from Rent due to County, or invoice County for the cost of repair, which invoice County shall pay promptly upon receipt.
LAFCO the cost of any service or other work performed under this Agreement is excessively high due to costs incurred to remedy or replace defective or rejected services or other work, the difference between the invoiced amount and LAFCO’s estimate of the reasonable cost of performing the invoiced services or other work in compliance with the requirements of this Agreement.