ALL
INSPECTIONS, INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL TESTS, WITH
SELLER'S DESIGNATED ENVIRONMENTAL REPRESENTATIVE AND SHALL GIVE SUCH
REPRESENTATIVE AT LEAST FIVE (5) BUSINESS DAYS' PRIOR NOTICE THEREOF.
SELLER
SHALL BE ENTITLED TO HAVE A REPRESENTATIVE PRESENT AT ALL TIMES DURING EACH SUCH
INSPECTION.
PURCHASER AGREES TO PAY TO SELLER WITHIN FIVE (5) BUSINESS DAYS
FOLLOWING WRITTEN DEMAND THE COST OF REPAIRING AND RESTORING ANY DAMAGE OR
DISTURBANCE WHICH PURCHASER OR PURCHASER'S REPRESENTATIVES SHALL CAUSE THE
PROPERTY OR LOT 58 TO BE RESTORED TO SUBSTANTIALLY THE SAME CONDITION THE
PROPERTY OR LOT 58 (AS APPLICABLE) WAS IN IMMEDIATELY PRIOR TO SUCH DAMAGE OR
DISTURBANCE, ORDINARY WEAR AND TEAR EXCEPTED.
ALL INSPECTION FEES, APPRAISAL
FEES, ENGINEERING FEES AND OTHER COSTS AND EXPENSES OF ANY KIND INCURRED BY
PURCHASER OR PURCHASER'S REPRESENTATIVES RELATING TO SUCH INSPECTION AND ITS
OTHER DUE DILIGENCE SHALL BE AT THE SOLE EXPENSE OF PURCHASER.
IN THE EVENT
THAT THE CLOSING DOES NOT OCCUR FOR ANY REASON WHATSOEVER, PURCHASER SHALL
PROMPTLY RETURN TO SELLER COPIES OF ALL DUE DILIGENCE MATERIALS DELIVERED BY
SELLER TO PURCHASER AND SHALL DESTROY ALL COPIES AND ABSTRACTS PREPARED BY, FOR
OR ON BEHALF OF PURCHASER, AND PURCHASER WILL FURNISH TO SELLER TRUE, CORRECT
AND COMPLETE COPIES OF ALL THIRD PARTY DOCUMENTS, REPORTS AND OTHER INFORMATION
OBTAINED BY PURCHASER IN THE COURSE OF ITS DUE DILIGENCE, ALONG WITH THE
IDENTITY OF ALL CONTRACTORS WHO HAVE PERFORMED SERVICES FOR PURCHASER IN
CONNECTION WITH ITS DUE DILIGENCE; PROVIDED, HOWEVER, THAT IF THE CLOSING DOES
NOT TAKE PLACE BY REASON OF THE DEFAULT OR ALLEGED DEFAULT OF SELLER, PURCHASER
SHALL NOT BE REQUIRED TO RETURN DUE DILIGENCE MATERIALS DELIVERED BY SELLER AND
FURNISH SUCH DOCUMENTS, REPORTS AND OTHER INFORMATION SO LONG AS ANY DISPUTE OR
LITIGATION RESULTING FROM SELLER'S DEFAULT OR ALLEGED DEFAULT REMAINS
- 4 -
unresolved.
Provided that such work (i) be performed by a licensed
professional, (ii) be performed at Purchaser's sole cost and expense, (iii) be
performed or conducted only upon the issuance of all applicable permits, (iv) be
conducted solely after the delivery to Seller of suitable certificates of
liability insurance naming Seller as an additional insured in amounts reasonably
determined by Seller, (v) not unreasonably disturb any business operations being
conducted on or at the Property, whether by Seller or a tenant or other invitee
of Seller, and (vi) require that the Property be physically restored to its
physical condition existing prior to such examinations. Purchaser shall be
permitted to conduct borings of the Premises in connection with the preparation
of an environmental audit or in connection with any other inspection of the
Premises (reasonable wear and tear excepted).
The provisions of Section 3(c)
shall survive the Closing or any termination of this Agreement.
(D)
PRIOR TO CONDUCTING ANY PHYSICAL INSPECTION OR TESTING AT THE
PREMISES, OTHER THAN MERE VISUAL EXAMINATION, INCLUDING WITHOUT LIMITATION,
BORING, DRILLING AND SAMPLING OF SOIL, PURCHASER SHALL OBTAIN, AND DURING THE
PERIOD OF SUCH INSPECTION OR TESTING SHALL MAINTAIN, AT ITS EXPENSE,
COMPREHENSIVE GENERAL LIABILITY INSURANCE, INCLUDING