AGREEMENT FOR SALE AND PURCHASE

Exhibit 10.1

AGREEMENT FOR SALE AND PURCHASE

(Approximately 20.22 acres of Surface Rights and certain improvements located on 52nd Street between East McDowell Road and Roosevelt Street, City of Phoenix, Maricopa County, Arizona)

THIS AGREEMENT FOR SALE AND PURCHASE (“ Agreemen t”) is entered into as of the 30th day of March, 2007, by and between SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company (“ Seller ”), and RIDGE PROPERTY SERVICES II, LLC, a Maryland real estate investment trust, or its permitted assignee pursuant to Section 21 below (“ Buyer ”).

RECITALS :

A. Seller wishes to sell, and Buyer wishes to buy, all of Seller’s Surface Rights (as defined below) in and to the land legally described in Exhibit A attached hereto (or to be attached hereto following completion of the Survey) (“ Parcel ”), together with the Associated Property (as defined below). The location and approximate configuration is depicted on Exhibit A-1 attached hereto (the “ Project Plan ”).

B. The parties acknowledge that the land identified as Exhibit A is within the boundaries of the Motorola 52nd Street Superfund Site as identified by the Environmental Protection Agency (EPA) and the Arizona Department of Environmental Quality (ADEQ). Groundwater contamination below the identified land is acknowledged by the parties.

C. When used in this Agreement:

1. The term “ Surface Rights ” shall have the meaning ascribed to such term in Section 1.3(aaa) of the Declaration (as defined in recital C.4 below) but limited to the identified Property as defined below.

2. The term “ Associated Property ” shall mean all of Seller’s rights, title and interest, if any, in and to: (a) all improvements and fixtures now located on the Parcel; (b) all easements, rights and other privileges appurtenant to, or associated with, the Parcel; (c) any and all entitlements pertaining to the Parcel; and (d) any and all other property which by the express terms of this Agreement, is required to be conveyed, transferred or assigned to Buyer with the Parcel.

3. The term “ Property ” shall mean the Parcel and the Associated Property included in this Agreement.

4. The term “ Declaration ” shall mean the Declaration of Covenants, Easements, Restrictions and Grant of Exclusive Options to Purchase and Lease between Motorola, Inc. and Seller dated July 31, 1999.

5. The term “ Utilities Easements ” shall mean the easements to be reserved by Seller over and beneath a portion of the Property for location, installation, maintenance, repair, restoration and replacement of certain private utilities presently serving other real property owned by Seller.

AGREEMENT :

1. Purchase and Sale . In consideration of their mutual covenants set forth in this Agreement and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price (as defined in Section 3(a) ).

2. Opening and Closing .

(a) Upon execution and delivery of this Agreement by Seller and Buyer, the parties will cause an escrow (“ Escrow ”) to be established with Chicago Title Insurance Company (“ Escrow Agent ”). As used herein, the term “ Effective Date ” shall mean the day on which Escrow Agent receives a copy of this Agreement executed by Seller and Buyer and Buyer’s Earnest Money (as herein defined), and has executed the Escrow Agent’s Joinder and Receipt following the signatures for Seller and Buyer in this Agreement.

(b) The closing of the sale and purchase of the Property (“ Close of Escrow ” or “ Closing ”) shall occur at the office of Escrow Agent on or before the date that is thirty (30) days following expiration of the Due Diligence Period (as defined in Section 8(a) ).

3. Purchase Price .

(a) The purchase price for the Property (“ Purchase Price ”) shall be ELEVEN MILLION FOUR HUNDRED FIFTY THOUSAND ONE HUNDRED SEVENTY NINE AND 00/100 DOLLARS ($11,450,179.00), subject to adjustment as provided below. The Purchase Price has been calculated on the basis of Thirteen and 00/100 Dollars ($13.00) per “Net Square Foot,” as defined below. If the Survey (as defined in Section 5(b) below) discloses that the Parcel consists of more or less than 880,783 square feet, then the Purchase Price shall be increased or reduced to equal the product obtained from multiplying the actual number of Net Square Feet by $13.00. The term “Net Square Feet” means the gross number of square feet in the Parcel less the actual dedicated perimeter street areas, ultimate right-of-way areas required by governing municipalities, and easement areas which prohibit the use of the area encumbered by the easements for all purposes and which cannot be moved or modified so that use of the area is possible.

(b) Upon the Effective Date, Buyer will deposit into Escrow ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00) (“ Initial Earnest Money Deposit ”).

(c) Upon expiration of the Due Diligence Period, Buyer will deposit into Escrow an additional FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (“ Additional Earnest Money Deposit ”).

(d) The Initial Earnest Money Deposit and the Additional Earnest Money Deposit, together with any and all interest earned thereon, are collectively referred to in this

-2-

Agreement as the “ Earnest Money .” Until disbursed by Escrow Agent pursuant to the terms of this Agreement, the Earnest Money shall be deposited by Escrow Agent in an interest-bearing escrow account with a financial institution acceptable to Seller. At Closing, the Earnest Money shall be applied to the Purchase Price.

(e) At least one (1) business day prior to Closing, Buyer shall deposit into Escrow the balance of the Purchase Price subject to the adjustments and prorations provided for in this Agreement.

(f) From and after the expiration of the Due Diligence Period, the Earnest Money shall be deemed non-refundable. The term “ non-refundable ” as used in this Agreement means that Buyer shall not be entitled to the return of the Earnest Money if Buyer elects (or is deemed to have elected) to proceed with the transaction contemplated by this Agreement, but prior to the Closing, defaults hereunder; provided, however, that any such non-refundability shall be subject to Seller’s performance of its obligations under this Agreement, the satisfaction of the contingencies and conditions set forth in this Agreement, and any other terms of this Agreement which specifically provide for the return of the Earnest Money to Buyer.

4. Escrow Instructions; Indemnity of Escrow Agent.

(a) Delivery by Seller and Buyer to Escrow Agent of a copy or counterpart copies of this Agreement executed by them shall constitute instructions to Escrow Agent. Escrow Agent shall be deemed to have accepted such instructions when it has executed the Escrow Agent’s Joinder and Receipt which follow the signatures of Seller and Buyer in this Agreement. If Escrow Agent accepts such instructions, it shall insert the date of acceptance in the blank at the beginning of this Agreement, promptly notify Seller and Buyer of such date and deliver to Seller and Buyer fully executed copies of this Agreement. If any of the provisions of this Agreement conflict with any printed form instructions given to Escrow Agent, the provisions of this Agreement shall govern and control. Without limiting the foregoing, no provision in any printed form instructions shall excuse any performance by a party to this Agreement at the times provided in this Agreement, extend the Close of Escrow, provide a party to this Agreement with any “grace,” “cure” or “waiting” period not set forth in this Agreement, indemnify Escrow Agent for its negligence or willful failure to perform its duties, or give Escrow Agent or any broker, agent or other person not a party to this Agreement any rights in this Agreement, the Earnest Money or any other payments made by Buyer; and any such provision (including a provision providing for a “grace,” “cure” or “waiting” period before cancellation or termination of this Agreement or the Escrow) shall be deemed deleted.

(b) If this Agreement or any matter relating to the transaction contemplated by this Agreement shall become the subject of any litigation or controversy, each party agrees to indemnify and hold Escrow Agent harmless for, from and against any loss or expense, including reasonable attorneys’ fees, that may be suffered by Escrow Agent by reason of such litigation or controversy, except for losses or expenses as may arise from a breach of this Agreement by Escrow Agent or another party to this Agreement or from the negligence or willful misconduct of Escrow Agent, another party to this Agreement or their respective agents and independent contractors.

-3-

(c) If conflicting demands are made or notices served upon Escrow Agent with respect to this Agreement, the parties expressly agree that Escrow Agent shall be entitled to file a suit in interpleader in the Superior Court of Maricopa, Arizona, and obtain an order from the court requiring the parties to interplead and litigate their several claims and rights among themselves. Upon the filing of the action in interpleader, Escrow Agent shall be fully released and discharged from any obligation imposed upon it by this Agreement with respect to the conflict on account of which the interpleader action was brought.

(d) The provisions of this Section 4 shall survive cancellation of this Agreement.

5. Title; Survey .

(a) As soon as reasonably possible after the Effective Date, Escrow Agent shall deliver to Buyer a current preliminary title report covering the Property, together with readable copies of all documents of record referred to therein (the “ Title Report ”). Buyer shall have thirty (30) days from and after the receipt of the Title Report (the “ Title Review Period ”) to satisfy itself with respect to the condition of title to the Property. If Buyer objects to any matters contained in the Title Report, Buyer shall deliver written notice of such objection to Seller and Escrow Agent in writing of such objections (“ Buyer’s Objection Letter ”) not later than ten (10) days prior to the last day of the Title Review Period. If within five (5) days following receipt of Buyer’s Objection Letter Seller fails to respond to Buyer’s Objection Letter or notifies Buyer in writing that Seller is unwilling or unable to correct any such objections, Buyer may elect to (i) cancel this Agreement by delivering written notice of such election to Seller and to Escrow Agent prior to expiration of the Title Review Period, or (ii) waive any such objections by delivering written notice of such election to Seller and to Escrow Agent prior to the expiration of the Title Review Period. Buyer’s failure to deliver written notice as provided in either (i) or (ii) above shall be deemed Buyer’s waiver and approval of the condition of title, and this Agreement shall continue in full force and effect.

(b) Not less than forty-five (45) days after the Effective Date, Seller, at its sole expense, shall obtain and deliver to Buyer an ALTA survey of the Property (the “ Survey ”). The Survey shall show (i) the perimeter boundaries of the Property configured substantially in accordance with the area designated on the Project Plan, (ii) all easements and matters of record reflected on the Title Report that can be plotted on the Survey, and (iii) all items necessary to accurately calculate the Net Square Feet of the Parcel as provided in Section 3(a) above. Prior to the Closing, the Survey shall be certified to Buyer, Seller, Escrow Agent and, if applicable, Buyer’s lender. Buyer shall have fifteen (15) days from and after the receipt of the Survey (the “ Survey Period ”) to satisfy itself with the Survey. If Buyer objects to any matters contained on the Survey, Buyer shall deliver written notice of such objection to Seller and Escrow Agent in writing of such objections (“ Survey Objection Letter ”) not later than the last day of the Survey Period. If within five (5) days following receipt of Survey Objection Letter Seller fails to respond to Survey Objection Letter or notifies Buyer in writing that Seller is unwilling or unable to correct any such objections, Buyer may elect to (i) cancel this Agreement by delivering written notice of such election to Seller and to Escrow Agent prior to expiration of the Survey Period, or (ii) waive any such objections by delivering written notice of such election to Seller and to Escrow Agent prior to the expiration of the Survey Period. Buyer’s failure to deliver written notice as provided in either (i) or (ii) above shall be deemed Buyer’s waiver and approval of the Survey, and this Agreement shall continue in full force and effect.

-4-

6. Deed and Other Conveyance Documents . At Closing, title to the Parcel and appurtenant real property interests shall be conveyed by Seller to Buyer by a special warranty deed (“ Deed ”) in form and substance identical to Schedule 6.1 . Prior to Closing, Seller and Buyer shall execute and deliver to Escrow Agent an Affidavit of Real Property Value for recording with the Deed; and Seller shall execute and deliver to Escrow Agent and Buyer an affidavit in a form and substantially identical to Schedule 6.2 and stating that Seller is not a foreign person and that no withholding is required pursuant to Internal Revenue Code (“ IRC ”) §1445 (“ Non-Foreign Affidavit ”).

7. Title Insurance . At Closing, as a condition to Buyer’s obligation to proceed with Closing, Escrow Agent, in its capacity as title insurer (“ Title Insurer ”) shall issue to Buyer an ALTA extended coverage owner’s policy of title insurance or unconditionally commit to issue such policy, together with any applicable Cure Endorsements (as defined below in this Section 7 ), in the amount of the Purchase Price, and insuring in Buyer fee simple title to the Parcel, subject only to the Permitted Exceptions (“ Title Policy ”). As used herein, the term “ Cure Endorsements ” means those endorsements which have been offered by Seller to cure a title objection or objections made by Buyer and were approved by Buyer in writing in its sole and absolute discretion. Seller will pay the portion of the title insurance premium for the Title Policy which is equal to the title insurance premium for an ALTA standard owner’s policy without endorsements plus the cost of all Cure Endorsements, and Buyer will pay the remainder of the title insurance premium for the Title Policy and the endorsements to the Title Policy.

8. Feasibility; Property Information; Restoration of Property.

(a) Buyer (including, its employees, agents and independent contractors) shall have the right, but not the obligation, to enter upon the Parcel and to survey, inspect and test the Property at any reasonable time on normal business days (as defined in Section 34 ) during the period commencing upon the Effective Date and expiring on the date that is ninety (90) days following the Effective Date (“ Due Diligence Period ”) for the purpose of determining the feasibility of acquiring the Property (including without limitation, confirmation by Buyer that the Property is zoned for Buyer’s intended development of the Property and that Buyer’s intended development of the Property is economically feasible); provided , however , that (i) Buyer will give at least one (1) business day’s notice to Seller prior to entry upon the Property; (ii) Buyer will deliver to Seller prior to entry upon the Property a certificate of insurance insuring Seller and Buyer for general liability with coverages and amounts reasonably satisfactory to Seller ; and (iii) Buyer will not unreasonably interfere with the possession of the Property by Seller or any of Seller’s tenants or licensees. Upon Buyer’s written notice to Seller prior to the expiration of the Due Diligence Period, the Due Diligence Period shall be extended for a period of thirty (30) days solely to afford Buyer additional time to satisfy itself as to the environmental condition of the Property.

(b) Not later than five (5) business days after the Effective Date, Seller shall deliver or cause to be delivered to Buyer copies of any of the following documents or information pertaining to the Property which Seller has not yet delivered to Buyer and Seller has

-5-

in its possession as of the Effective Date: (i) survey(s) and other drawings of the Property; (ii) geotechnical reports, soils reports and a Phase I ESA (if any); (iii) the most recent property tax bills for the Property; (iv) any information pertaining to special assessments levied against the Property; (v) a completed Property Information Sheet (A.I.R. standard form); (vi) existing or proposed leases and service agreements pertaining to the Property (if any); (vii) all books, records and reports prepared in connection with the ownership and maintenance of the Property, including, without limitation, any and all existing building plans and engineering reports; and (viii) any other reports, documents, studies, statements or correspondence of any kind which pertain directly or indirectly to the physical and/or economic condition of the Property, including, without limitation, site plans, as-built plans, proforma analyses, environmental reports, traffic studies, air quality studies, noise studies and environmental impact reports (collectively, the “ Property Information ”).

(c) Seller will cooperate in a reasonable manner at no expense to Seller with the professionals that conduct studies on behalf of Buyer with respect to the Property, including any environmental studies. Buyer’s permission to conduct invasive testing of the Property shall be limited as provided in Schedule 8 attached hereto. Buyer, at Buyer’s cost, shall provide Seller with a complete copy of all reports and studies related to the Property prepared by third parties for the benefit of Buyer.

(d) Buyer may cancel this Agreement for any reason or no reason at any time prior to expiration of the Due Diligence Period by delivering written notice of its election to do so to Seller and Escrow Agent; provided , however , if Buyer fails on or before the expiration of the Due Diligence Period to deposit the Additional Earnest Money Deposit in the Escrow, this Agreement and the Escrow shall automatically terminate without the necessity of notice to Seller, Buyer or Escrow Agent. In the event of such termination, the Earnest Money shall be refunded to Buyer, and Seller and Buyer shall have no further obligation to one another under this Agreement except for those obligations which expressly survive cancellation of this Agreement. If Buyer timely deposits the Additional Earnest Money Deposit into Escrow, then Buyer agrees to take title to the Property at Closing subject to those matters identified on Exhibit B attached hereto (the “ Permitted Exceptions ”).

(e) Buyer acknowledges that any information of any type which Buyer has received or may receive from Seller or Seller’s agents is furnished on the express condition that Buyer shall make an independent verification of the accuracy of such information, all such information being furnished without any representation or warranty whatsoever.

(f) If this Agreement is cancelled, all of the Property Information and the Survey will be returned to Seller and Buyer shall promptly deliver to Seller copies of all reports, studies and all other documents in its possession or control concerning the Property prepared by or at the request of Buyer in connection with the Property, except for any proprietary information of Buyer, any internally generated reports, studies, assessments or evaluations of the Property, and any attorney-client privileged documents (collectively, “ Buyer’s Studies ”).

(g) Buyer covenants and agrees that Seller shall not be liable in any way for any liabilities, losses, costs, damages, fees, expenses or claims resulting from the access and performance of any inspection or test under this Section 8(g) . Buyer covenants and agrees to

-6-

promptly reimburse Seller for the losses that may be caused by the negligent acts, or willful omissions or misconduct of Buyer, their employees, contractor, subcontractor(s) or agents that result from the access and performance of any inspection or test performed pursuant to this Section 8(g) . Promptly after the completion of any inspection or test conducted by it or on its behalf, Buyer will fill all holes created by the inspection or testing and shall restore the Property as closely as is reasonably possible to its condition immediately prior to the time testing began. Buyer will indemnify, defend and hold Seller and its successors and assigns harmless for, from and against any liability, cost, or expense arising from actions or inactions of Buyer or its employees, agents, contractors or designees when on the Property or from any survey, inspection or test conducted by or on behalf of Buyer with respect to the Property, except to the extent resulting solely from the gross negligence or willful misconduct of Seller or any of its employees, agents or contractors. Buyer shall, upon request of Seller or its successors or assigns, execute such further instruments and deliver such further documents as are necessary to confirm and enforce the indemnifications provided for herein. Buyer will maintain, and will endeavor to cause each of its agents, contractors and designees who enters onto the Parcel to maintain, such liability insurance and error and omissions insurance as is customarily maintained by persons engaged in similar businesses and/or activities in the City. A default in the performance of Buyer’s obligations under this Section 8(g) shall be considered a material default. Buyer’s obligations under this Section 8(g) shall survive cancellation or Closing of this Agreement.

(h) No later than expiration of the Due Diligence Period, Buyer will have inspected and investigated all aspects of the Property as Buyer deems necessary or appropriate to Buyer’s complete satisfaction and will have observed the physical characteristics and existing conditions of the Property, the structural character, soundness and state of repair of any buildings and other structures or improvements on the Property, the condition and state of repair of all equipment, fixtures, furnishings, furniture, equipment and appliances constituting part of the Property, and the operations on the Property and on adjacent areas. Except as arising from the express warranties and representations of Seller set forth in this Agreement or in any closing document delivered by Seller, Buyer waives any and all objections to, complaints about, or claims regarding the Property and its physical characteristics and existing conditions, including, without limitation, objections to, complaints about, or claims regarding subsurface soil and water conditions, solid and hazardous waste and hazardous substances, and endangered or protected plant or animal species on, under or adjacent to the Property (including federal, state or common law based actions and any private right of action under state and federal law). Buyer further assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and, except as arising from the express warranties and representations of Seller, the risk that adverse physical characteristics and conditions, including, without limitation, the presence of hazardous substances or other contaminants, may not have been revealed by its investigation. Notwithstanding the foregoing, Buyer shall have access to the Parcel after the expiration of the Due Diligence Period; provided, that, Buyer shall comply with all of the requirements for access set forth in this Section 8 and shall not perform any further intrusive investigations of the Property without Seller’s prior written consent.

(i) During the Due Diligence Period, Buyer may seek certain governmental approvals for its development of the Parcel, including but not limited to tax incentive and abatement agreements, approvals for Buyer’s preliminary plans to develop the Parcel, and any necessary changes to zoning to permit Buyer’s intended use of the Parcel (collectively, the

-7-

“ Governmental Approvals ”). Seller shall reasonably cooperate with Buyer during the Due Diligence Period in Seller’s efforts to obtain any Governmental Approvals; provided that Seller shall have no obligation to incur any expense in connection therewith.

9. Seller’s Representations, Warranties and Additional Covenants . Seller represents, warrants and covenants to Buyer and agrees with Buyer as follows:

(a) The person(s) signing this Agreement and any documents and instruments in connection herewith on behalf of Seller have full power and authority to do so. Upon delivery to and execution by Buyer, this Agreement shall be a valid and binding agreement of Seller subject to the conditions to Seller’s obligations set forth in Section 12 .

(b) The execution, delivery and performance by Seller of this Agreement and such other documents to be executed and delivered in connection herewith by Seller do not, and shall not, result in any violation of, or conflict with, or constitute a default under, any provisions of any agreement to which Seller or the Property is subject, or, to Seller’s knowledge, any judgment, law, writ, decree, order, injunction, rule or governmental regulation affecting Seller or the Property.

(c) There are no attachments, levies, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or any other debtor relief actions contemplated by Seller or filed by Seller, or, to Seller’s knowledge, pending in any current judicial or administrative proceeding against Seller.

(d) Except for the subsurface contamination resulting from the operations of Motorola on or adjacent to the Property prior to 1999 and any other contamination referenced in the Property Information, or in any writing provided to Buyer prior to the expiration of the Due Diligence Period, Seller has no Knowledge (as defined below) of any information, and has no reason to believe, that (i) any Hazardous Substances, as defined in the Declaration, have been treated, stored or disposed of, or otherwise deposited in or on the Parcel, including without limitation of the generality of the foregoing, the surface waters and subsurface waters of the Parcel that would support a claim or cause of action under any Environmental Law (as defined below), (ii) there are any substances or conditions in or on the Parcel which may support a claim or cause of action under any Environmental Law, (iii) there are any underground storage tanks at the Parcel. “Environmental Law” shall mean any federal, state or local law, statute or rule concerning public health, safety or the environment relating to Hazardous Materials.

(e) No Unpaid Liens . Upon Closing Seller shall have paid in full any and all debts and monetary obligations created by Seller and encumbering the Parcel, whether or not recorded or specified as an encumbrance or exception to title on the Title Report.

(f) No Adverse Property Claims . To Seller’s Knowledge, there are no (i) adverse claims of adjoining property owners against the Parcel (ii) adverse parties in possession of the Parcel or any part thereof or (iii) any encroachments by Seller on the property of others or by others on the Parcel, except as may be reflected in the Title Report or reflected on the Survey.

-8-

(g) No Adverse Property Rights . To Seller’s Knowledge, other than rights in favor of Freescale (as defined in Section 11 below), there are no leases, tenancies, options, rights of first refusal, licenses, or operating or other agreements applicable to or affecting the Parcel to which Seller is a party, no third party has any right to utilize or possess the Parcel granted by Seller and, other than this Agreement, there are no agreements relating to the sale, exchange or transfer of the Parcel or any part thereof.

(h) No Violation of Law . Except for the “Motorola Cleanup Operations,” as defined in the Declaration, Seller has no Knowledge of any current material violations of any laws, statutes, ordinances, regulations or other requirements of any governmental agency in connection with or related to the Parcel, including, without limitation, those pertaining to any Environmental Law and/or any endangered species law, by any federal, state, county or municipal authorities. Notwithstanding the foregoing, the City of Phoenix has requested, from time to time, that Seller improve the landscaping and fencing located on the Parcel. Any further request by the City of Phoenix or enforcement of such request shall not be deemed a violation of this representation and warranty.

(i) No Litigation . To Seller’s Knowledge, there are not any existing, pending or threatened, litigation, condemnation or similar proceedings against or involving the Parcel or any other claim, action, suit or other proceeding threatened or pending which would materially and adversely affect Buyer’s right, title and interest in and to, or enjoyment or use of the Parcel. Notwithstanding the foregoing, the City of Phoenix has requested, from time to time, that Seller improve the landscaping and fencing located on the Parcel. Any further request by the City of Phoenix or enforcement of such request shall not be deemed a violation of this representation and warranty.

(j) Pre-Closing Operations. Until the Closing, the following rights and responsibilities shall pertain:

(i) Seller shall not enter into or offer any lease, tenancy, license or right or act of possession concerning the Parcel without the prior written consent of Buyer in each instance. Seller shall not enter into any other contracts, agreements or understandings, verbal or written, for the sale or transfer of any portion of the Parcel and no part of the Parcel shall be alienated or transferred. Seller shall promptly forward to Buyer all inquiries, letters of intent, proposals or similar matters relating to future or contemplated sales, leases, build-to-suits or similar transactions with respect to the Parcel.

(ii) Seller shall not take any actions to alter the condition of the Parcel. If Seller shall receive a notice of violation of any law, ordinance or code with respect to the Parcel, Seller shall notify Buyer of such notice and Seller’s proposed action with respect thereto, and, except as herein provided, Seller shall use commercially reasonable efforts correct the violation or have such notice retracted lawfully prior to Closing.

(iii) Seller shall not petiti