FEES AND DISBURSEMENTS),
SUFFERED OR INCURRED BY SELLERS, MANAGER OR ANY OTHER RELEASED PARTY AND ARISING
OUT OF OR IN CONNECTION WITH (I) BUYER AND/OR BUYER'S REPRESENTATIVES ENTRY UPON
THE PROPERTIES, (II) ANY INVESTIGATIONS AND OTHER ACTIVITIES CONDUCTED ON THE
PROPERTIES BY BUYER OR BUYER'S REPRESENTATIVES (BUT NOTHING CONTAINED HEREIN
SHALL IMPOSE ANY LIABILITY ON BUYER SOLELY AS A RESULT OF BUYER'S MERE DISCOVERY
OF A CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL
CONDITIONS), AND (III) ANY LIENS OR ENCUMBRANCES FILED OR RECORDED AGAINST ANY
PROPERTY AS A CONSEQUENCE OF ANY AND ALL INVESTIGATIONS AND OTHER ACTIVITIES
UNDERTAKEN BY BUYER OR BUYER'S REPRESENTATIVES. BUYER SHALL PROCURE, PRIOR TO
ENTRY UPON THE PROPERTIES, AND MAINTAIN FOR AT LEAST ONE (1) YEAR AFTER THE
EFFECTIVE DATE COMMERCIAL GENERAL LIABILITY INSURANCE COVERING BUYER, SELLERS,
MANAGER AND THE PROPERTIES FOR ACTIONS TAKEN BY BUYER OR BUYER'S
REPRESENTATIVES, CONTRACTORS, AGENTS OR INVITEES ON AN OCCURRENCE, AS OPPOSED TO
CLAIMS MADE, BASIS AND PROVIDING FOR A COMBINED SINGLE LIMIT FOR BODILY INJURY
AND PROPERTY DAMAGE OF NOT LESS THAN **** ******* *** ****** *******
*************** PER OCCURRENCE ISSUED BY COMPANIES AND IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO SELLERS ("BUYER'S LIABILITY INSURANCE"), WHICH
INSURANCE REQUIREMENTS MAY BE SATISFIED WITH A COMBINATION OF
A PRIMARY POLICY
AND AN EXCESS POLICY, PROVIDED THE SAME MEET THE REQUIREMENTS SET FORTH IN THIS
SECTION 3.7(A).
12
ALL OF BUYER'S GENERAL LIABILITY INSURANCE SHALL BE PRIMARY AND NOT CONTRIBUTING
WITH ANY INSURANCE MAINTAINED BY SELLERS OR MANAGER TO THE EXTENT OF BUYER'S
INDEMNITY CONTAINED IN THIS SECTION 3.7. SELLERS AND MANAGER SHALL BE NAMED AS
ADDITIONAL INSUREDS UNDER ALL OF BUYER'S GENERAL LIABILITY INSURANCE AND SELLERS
AND MANAGER SHALL BE GIVEN WRITTEN NOTICE AT LEAST THIRTY (30) DAYS PRIOR TO
CANCELLATION, MATERIAL AMENDMENT OR REDUCTION OF ANY SUCH COVERAGE. THE
PROVISIONS OF THIS SECTION 3.7 SHALL NOT IN ANY WAY BE DEEMED TO AMEND THE
PROVISIONS OF ARTICLE XII. THE INDEMNITY SET FORTH IN THIS SECTION 3.7 SHALL
SURVIVE THE CLOSING AND/OR THE TERMINATION OF THIS AGREEMENT UNTIL THE SURVIVAL
DATE SET FORTH IN SECTION 24.9(A) HEREOF.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY SECTION 3.7(A) HEREOF, BUYER
AND/OR BUYER'S REPRESENTATIVES SHALL NOT COMMUNICATE OR OTHERWISE INTERFERE WITH
THE TENANTS OR WITH THE NORMAL CONDUCT BY SELLERS OR THE MANAGER OF THEIR
BUSINESS AT THE PROPERTIES.
SECTION 3.8.
RETURN OF INFORMATION UPON TERMINATION. IF THIS AGREEMENT IS
TERMINATED BY EITHER PARTY AS TO ONE OR MORE INDIVIDUAL PROPERTIES PURSUANT TO
THE TERMS OF THIS AGREEMENT, THEN UPON SELLERS' REQUEST, BUYER SHALL RETURN TO
SELLERS ALL DUE DILIGENCE MATERIALS RELATING TO THE INDIVIDUAL PROPERTY OR
PROPERTIES AS TO WHICH THIS AGREEMENT HAS BEEN TERMINATED THAT WERE DELIVERED TO
BUYER AND/OR BUYER'S GENERAL PARTNERS, AND THEIR PRINCIPALS, OFFICERS,
EMPLOYEES, ATTORNEYS
OR OTHER PERSONS ACTING FOR OR ON BEHALF OF BUYER ACTIVELY
INVOLVED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (COLLECTIVELY, THE
"RECEIVING PARTY REPRESENTATIVES") BUT EXPRESSLY EXCLUDING ANY AND ALL REPORTS
STUDIES, DATA, ANALYSIS AND SURVEYS THAT BUYER AND/OR