INVESTORS, BUT PURCHASER SHALL REQUIRE SUCH PARTIES TO HOLD
ALL SUCH INFORMATION IN STRICT CONFIDENCE, AND NOT TO DISCLOSE SUCH INFORMATION
TO ANY OTHER PARTY (WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER); (II) TO ANY
OTHER PARTY, SUBJECT TO SELLER'S CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED; AND (III) TO ANY GOVERNMENTAL AGENCY IF SUCH
AGENCY REQUIRES SUCH DISCLOSURE IN ORDER FOR PURCHASER TO COMPLY WITH APPLICABLE
LAWS OR REGULATIONS.
8.8
RETURN OF INFORMATION.
IN THE EVENT THE
CLOSING DOES NOT OCCUR FOR ANY REASON AND THIS AGREEMENT IS TERMINATED,
PURCHASER SHALL PROMPTLY RETURN TO SELLER ALL COPIES OF ALL SUCH INFORMATION
WITHOUT RETAINING ANY COPY THEREOF, EXCEPT SUCH AS MUST BE RETAINED BY ANY
PROFESSIONALS TO WHOM SUCH INFORMATION WAS DISCLOSED IN ACCORDANCE WITH THIS
ARTICLE 8 IN ORDER TO COMPLY WITH THEIR PROFESSIONAL OBLIGATIONS.
PURCHASER MAY
ALSO DISCLOSE THE TERMS OF THIS AGREEMENT TO ANY OTHER PARTY APPROVED BY SELLER,
AS LONG AS PRIOR TO SUCH DISCLOSURE SUCH PARTY AGREES TO BE BOUND BY THE
PROVISIONS OF THIS ARTICLE 8 BY AN INSTRUMENT REASONABLY ACCEPTABLE TO SELLER IN
FORM AND CONTENT.
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8.9
SURVIVAL.
THE PROVISIONS OF THIS ARTICLE 8
SHALL TERMINATE AT THE CLOSING PROVIDED, HOWEVER, THAT IF THE CLOSING DOES NOT
OCCUR, THE PROVISIONS OF THIS ARTICLE 8 SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
ARTICLE 9
AS IS CONDITIONS, ACCESS, ETC.
9.1
PROPERTY CONDITION AND OPERATION.
IT IS
ACKNOWLEDGED AND AGREED THAT PURCHASER INTENDS TO SUBSTANTIALLY RENOVATE ALL OR
SUBSTANTIAL PORTIONS OF THE BUILDING AND/OR DEMOLISH A SUBSTANTIAL PORTION OF
THE BUILDING.
PURCHASER AGREES TO ACCEPT THE BUILDING IN ITS ABSOLUTELY "AS
IS", "WHERE IS"
CONDITION ON THE CLOSING DATE.
9.2
ACCESS TO THE PROPERTY.
SELLER AGREES TO
AFFORD PURCHASER REASONABLE ACCESS TO THE PROPERTY PRIOR TO THE CLOSING, AT
REASONABLE TIMES UPON REASONABLE ADVANCE NOTICE, PROVIDED THAT PURCHASER SHALL
NOT ENTER ANY PORTION OF THE PROPERTY UNLESS ACCOMPANIED BY A REPRESENTATIVE OF
SELLER.
PURCHASER SPECIFICALLY AGREES THAT NEITHER IT, NOR ITS EMPLOYEES OR
AGENTS, WILL COMMUNICATE DIRECTLY WITH SELLER'S EMPLOYEES, OTHER THAN HERBERT
VALENTINE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, SELLER
SHALL HAVE THE RIGHT TO PROHIBIT PURCHASER FROM HAVING ACCESS TO CERTAIN AREAS
OF THE BUILDING IF AND TO THE EXTENT SELLER DETERMINES, IN ITS SOLE AND ABSOLUTE
DISCRETION, THAT ITS BUSINESS AND/OR SECURITY NEEDS SO DICTATE.
PURCHASER
AGREES TO INDEMNIFY AND HOLD HARMLESS SELLER AND ITS PARTNERS, DIRECTORS,
OFFICERS, PRINCIPALS, SHAREHOLDERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY
CLAIM ARISING FROM OR IN CONNECTION WITH PURCHASER'S ACCESS TO THE PROPERTY
PURSUANT TO THIS SECTION 9.2, INCLUDING WITHOUT LIMITATION, ANY MECHANIC'S AND
MATERIALMEN'S LIENS, TOGETHER WITH ALL REASONABLE COSTS, EXPENSES AND
LIABILITIES IN CONNECTION WITH EACH SUCH CLAIM OR ACTION OR PROCEEDING BROUGHT
THEREON, INCLUDING WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS' FEES AND
EXPENSES.
IN CASE ANY ACTION BE BROUGHT AGAINST SELLER AND/OR ITS
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PARTNERS, DIRECTORS, OFFICERS, PRINCIPALS, SHAREHOLDERS, AGENTS AND/OR EMPLOYEES
BY REASON OF ANY SUCH CLAIM, PURCHASER, UPON NOTICE FROM SELLER, SHALL RESIST
AND DEFEND