WITH RESPECT TO SUCH PROPERTY
DURING THE FEASIBILITY PERIOD OR OTHERWISE.
PURCHASER SHALL NOT BE HELD LIABLE
FOR ANY LOSSES OCCURRING DURING THE PERIOD PRIOR TO THE CLOSING DATE UNLESS SUCH
LOSSES ARISE FROM OR ARE RELATED TO PURCHASER'S OR ITS CONSULTANTS' ENTRY ONTO
SUCH SELLER'S PROPERTY, AND ANY INSPECTIONS OR OTHER ACTS BY PURCHASER OR
PURCHASER'S CONSULTANTS WITH RESPECT TO SUCH PROPERTY.
3.4.2
NOTWITHSTANDING ANYTHING IN THIS CONTRACT TO THE CONTRARY,
PURCHASER SHALL NOT BE PERMITTED TO PERFORM ANY INVASIVE TESTS ON THE PROPERTY
WITHOUT SELLERS' REPRESENTATIVE'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT
BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
IF PURCHASER DESIRES TO
PERFORM ANY INVASIVE TESTS, PURCHASER SHALL GIVE PRIOR WRITTEN NOTICE THEREOF TO
SELLERS' REPRESENTATIVE, WHICH NOTICE SHALL BE ACCOMPANIED BY A REASONABLY
DETAILED DESCRIPTION AND PLAN OF THE INVASIVE TESTS PURCHASER DESIRES TO PERFORM
(INCLUDING THE LOCATION OF ANY SOIL PENETRATIONS, BORINGS AND THE LIKE).
SELLERS' REPRESENTATIVE SHALL, WITHIN THREE (3) BUSINESS DAYS AFTER RECEIVING
SUCH NOTICE FROM PURCHASER, APPROVE OR DISAPPROVE SUCH INVASIVE TESTING.
IF
SELLERS' REPRESENTATIVE FAILS TO RESPOND TO PURCHASER'S REQUEST WITHIN SUCH
THREE (3) BUSINESS DAY PERIOD, SELLERS' REPRESENTATIVE SHALL BE DEEMED TO HAVE
DISAPPROVED PURCHASER'S REQUEST TO PERFORM SUCH INVASIVE TESTING.
FURTHER,
SELLERS' REPRESENTATIVE SHALL HAVE THE RIGHT, WITHOUT LIMITATION, TO DISAPPROVE
ANY AND ALL ENTRIES, SURVEYS, TESTS (INCLUDING, WITHOUT LIMITATION, A PHASE II
ENVIRONMENTAL STUDY OF ITS PROPERTY), INVESTIGATIONS AND OTHER MATTERS THAT IN
SUCH SELLERS' REPRESENTATIVE'S REASONABLE JUDGMENT COULD RESULT IN ANY INJURY TO
ITS PROPERTY OR BREACH OF ANY CONTRACT, OR EXPOSE THE APPLICABLE SELLER TO ANY
LOSSES OR VIOLATION OF APPLICABLE LAW, OR OTHERWISE MATERIALLY ADVERSELY AFFECT
SUCH PROPERTY OR SUCH SELLER'S INTEREST THEREIN.
PURCHASER SHALL USE REASONABLE
EFFORTS TO MINIMIZE DISRUPTION TO TENANTS IN CONNECTION WITH PURCHASER'S OR ITS
CONSULTANTS' ACTIVITIES PURSUANT TO THIS SECTION.
NO CONSENT BY SELLER'
REPRESENTATIVE TO ANY SUCH ACTIVITY SHALL BE DEEMED TO CONSTITUTE A WAIVER BY
THE APPLICABLE SELLER OR ASSUMPTION OF LIABILITY OR RISK BY SUCH SELLER.
PURCHASER HEREBY AGREES TO RESTORE, AT PURCHASER'S SOLE COST AND EXPENSE, EACH
PROPERTY TO THE SAME CONDITION EXISTING IMMEDIATELY PRIOR TO PURCHASER'S
EXERCISE OF ITS RIGHTS PURSUANT TO THIS ARTICLE III.
PURCHASER SHALL MAINTAIN
AND CAUSE ITS THIRD PARTY CONSULTANTS TO MAINTAIN (A) CASUALTY INSURANCE AND
COMMERCIAL GENERAL LIABILITY INSURANCE WITH COVERAGES OF NOT LESS THAN
$1,000,000.00 FOR INJURY OR DEATH TO ANY ONE PERSON AND $3,000,000.00 FOR INJURY
OR DEATH TO MORE THAN ONE PERSON AND $1,000,000.00 WITH RESPECT TO PROPERTY
DAMAGE, AND (B) WORKER'S COMPENSATION INSURANCE FOR ALL OF THEIR RESPECTIVE
EMPLOYEES IN ACCORDANCE WITH THE LAW OF THE STATE(S) IN WHICH THE PROPERTIES ARE
LOCATED.
PURCHASER SHALL DELIVER PROOF OF THE INSURANCE COVERAGE REQUIRED
PURSUANT TO THIS SECTION 3.4.2 TO SELLERS' REPRESENTATIVE (IN THE FORM OF A
CERTIFICATE OF INSURANCE) PRIOR TO THE EARLIER TO OCCUR OF (I) PURCHASER'S OR
PURCHASER'S CONSULTANTS' ENTRY ONTO ANY OF THE PROPERTIES, OR (II) THE
EXPIRATION OF 5 DAYS AFTER THE EFFECTIVE DATE.
3.5
PROPERTY MATERIALS.
3.5.1
WITHIN 10 DAYS AFTER THE