DOCUMENTS, OR IN ANY OTHER WRITTEN OR ORAL COMMUNICATIONS TRANSMITTED OR MADE
AVAILABLE TO PURCHASER.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
PURCHASER SHALL RELY SOLELY UPON ITS OWN INVESTIGATION WITH RESPECT TO THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE PROPERTY'S PHYSICAL, ENVIRONMENTAL
OR ECONOMIC CONDITION, COMPLIANCE OR LACK OF COMPLIANCE WITH ANY ORDINANCE,
ORDER, PERMIT OR REGULATION OR ANY OTHER ATTRIBUTE OR MATTER RELATING THERETO.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT UNDERTAKEN ANY
INDEPENDENT INVESTIGATION AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE
PROPERTY DOCUMENTS AND IS PROVIDING THE PROPERTY DOCUMENTS SOLELY AS AN
ACCOMMODATION TO PURCHASER.
4.9
PURCHASER'S RESPONSIBILITIES.
IN CONDUCTING ANY INSPECTIONS,
INVESTIGATIONS OR TESTS OF THE PROPERTY AND/OR PROPERTY DOCUMENTS, PURCHASER AND
ITS AGENTS AND REPRESENTATIVES SHALL:
(I) NOT UNREASONABLY DISTURB THE TENANTS
OR MATERIALLY INTERFERE WITH THEIR USE OF THE PROPERTY PURSUANT TO THEIR
RESPECTIVE LEASES; (II) NOT MATERIALLY INTERFERE WITH THE OPERATION AND
MAINTENANCE OF THE PROPERTY; (III) NOT DAMAGE ANY PART OF THE PROPERTY OR ANY
PERSONAL PROPERTY OWNED OR HELD BY ANY TENANT OR ANY THIRD PARTY; (IV) NOT
INJURE OR OTHERWISE CAUSE BODILY HARM TO SELLER, OR ITS AGENTS, GUESTS,
INVITEES, CONTRACTORS AND EMPLOYEES OR ANY TENANTS OR THEIR GUESTS OR INVITEES;
(V) COMPLY WITH ALL APPLICABLE LAWS; (VI) PROMPTLY PAY WHEN DUE THE COSTS OF ALL
TESTS, INVESTIGATIONS, AND EXAMINATIONS DONE BY OR AT PURCHASER'S DIRECTION WITH
REGARD TO THE PROPERTY; (VII) NOT PERMIT ANY LIENS TO ATTACH TO THE REAL
PROPERTY BY REASON OF THE EXERCISE OF ITS RIGHTS HEREUNDER; (VIII) REPAIR ANY
DAMAGE TO THE REAL PROPERTY RESULTING DIRECTLY OR INDIRECTLY FROM ANY SUCH
INSPECTION OR TESTS; AND (IX) NOT REVEAL OR DISCLOSE PRIOR TO CLOSING ANY
INFORMATION OBTAINED CONCERNING THE PROPERTY AND THE PROPERTY DOCUMENTS TO
ANYONE OTHER THAN THE PERMITTED OUTSIDE PARTIES, IN ACCORDANCE WITH THE
CONFIDENTIALITY STANDARDS SET FORTH IN SECTION 4.7 ABOVE, OR EXCEPT AS MAY BE
OTHERWISE REQUIRED BY LAW.
4.10
PURCHASER'S AGREEMENT TO INDEMNIFY.
PURCHASER INDEMNIFIES AND HOLDS
SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIENS, CLAIMS, CAUSES OF ACTION,
DAMAGES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING
OUT OF PURCHASER'S INSPECTIONS OR TESTS PERMITTED UNDER THIS AGREEMENT OR ANY
VIOLATION OF THE PROVISIONS OF SECTIONS 4.2, 4.7 AND 4.9; PROVIDED, HOWEVER, THE
INDEMNITY SHALL NOT EXTEND TO PROTECT SELLER FROM ANY (I) PRE-EXISTING
LIABILITIES FOR MATTERS MERELY DISCOVERED BY PURCHASER (E.G., LATENT
ENVIRONMENTAL CONTAMINATION) EXCEPT TO THE EXTENT PURCHASER'S ACTIONS MATERIALLY
AGGRAVATE ANY PRE-EXISTING LIABILITY OF SELLER, (II) ANY LIABILITIES ARISING AS
A RESULT OF THE WILLFUL MISCONDUCT OR NEGLIGENCE OF SELLER, ITS AGENTS,
REPRESENTATIVES OR EMPLOYEES, OR (III) ANY DISCLOSURES REQUIRED TO BE MADE BY
APPLICABLE LAW, RULE, REGULATION OR COURT ORDER.
PURCHASER'S OBLIGATIONS UNDER
THIS SECTION 4.10 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL
SURVIVE THE CLOSING.
ARTICLE 5.
TITLE AND SURVEY
5.1
TITLE COMMITMENT.
SELLER HAS CAUSED TO BE PREPARED AND DELIVERED
TO PURCHASER: (I) A CURRENT COMMITMENT FOR TITLE INSURANCE OR PRELIMINARY TITLE
REPORT (THE "TITLE COMMITMENT")