INSPECTION. SUBJECT TO THE LEASES, ANY RESTRICTIONS UNDER
ANY RESTRICTIONS OF RECORD AND APPLICABLE LAWS, BUYER AND ITS AGENTS SHALL HAVE
THE RIGHT, FROM TIME TO TIME PRIOR TO THE CLOSING DURING NORMAL BUSINESS HOURS,
TO ENTER UPON THE PROPERTY TO EXAMINE THE SAME AND THE CONDITION THEREOF, AND TO
CONDUCT SUCH SURVEYS AND TO MAKE SUCH ENGINEERING AND OTHER INSPECTIONS, TESTS
AND STUDIES AS BUYER SHALL DETERMINE TO BE REASONABLY NECESSARY, ALL AT BUYER'S
SOLE COST AND EXPENSE, INCLUDING, WITHOUT LIMITATION, A PHASE I ENVIRONMENTAL
REPORT AND A ROOF SURVEY AND REPORT.
NOTWITHSTANDING THE FOREGOING, BUYER SHALL
NOT CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE TESTING OF, ON OR UNDER THE
PROPERTY WITHOUT SELLER'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
BUYER AGREES TO GIVE SELLER REASONABLE
ADVANCE NOTICE OF SUCH EXAMINATIONS OR SURVEYS AND TO CONDUCT SUCH EXAMINATIONS
OR SURVEYS DURING NORMAL BUSINESS HOURS TO THE EXTENT PRACTICABLE.
BUYER AGREES
TO CONDUCT ALL
14
EXAMINATIONS AND SURVEYS OF THE PROPERTY IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND IN A MANNER THAT WILL NOT INTERFERE WITH THE OPERATIONS OF SELLER OR TENANTS
THEREON AND WILL NOT HARM OR DAMAGE THE PROPERTY OR CAUSE ANY CLAIM ADVERSE TO
SELLER OR ANY TENANT, AND AGREES TO RESTORE THE PROPERTY TO ITS CONDITION PRIOR
TO ANY SUCH EXAMINATIONS OR SURVEYS IMMEDIATELY AFTER CONDUCTING THE SAME.
BUYER SHALL NOT CONTACT ANY TENANTS OR GOVERNMENTAL OR QUASI GOVERNMENTAL
AUTHORITIES CONCERNING THE PROPERTY WITHOUT SELLER'S PRIOR WRITTEN CONSENT,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AND SELLER SHALL
HAVE THE RIGHT TO BE PRESENT DURING ANY SUCH CONTACTS.
SELLER ACKNOWLEDGES THAT
BUYER INTENDS TO CONDUCT TENANT INTERVIEWS THROUGHOUT THE PROPERTY.
BUYER
HEREBY INDEMNIFIES AND HOLDS SELLER AND ANY AGENT, ADVISOR, REPRESENTATIVE,
AFFILIATE, EMPLOYEE, DIRECTOR, PARTNER, MEMBER, BENEFICIARY, INVESTOR, SERVANT,
SHAREHOLDER, SUBSIDIARY, TRUSTEE OR OTHER PERSON OR ENTITY ACTING ON SELLER'S
BEHALF OR OTHERWISE RELATED TO OR AFFILIATED WITH SELLER (COLLECTIVELY, "SELLER
RELATED PARTIES") HARMLESS FROM AND AGAINST ANY CLAIMS FOR INJURY OR DEATH TO
PERSONS, DAMAGE TO PROPERTY OR OTHER LOSSES, DAMAGES (ACTUAL, BUT NOT
CONSEQUENTIAL) OR CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS OF ANY TENANT(S)
THEN IN POSSESSION, AND INCLUDING, WITHOUT LIMITATION,, IN EACH INSTANCE,
ATTORNEYS' FEES AND LITIGATION COSTS, ACTUALLY SUFFERED OR INCURRED BY ANY OR
ALL OF THE SELLER RELATED PARTIES AND DIRECTLY ARISING OUT OF (I) ANY ACTION OF
ANY PERSON OR FIRM ENTERING THE PROPERTY ON BUYER'S BEHALF AS AFORESAID OR (II)
ANY BREACH BY BUYER OF ITS OBLIGATIONS UNDER THIS SECTION, WHICH INDEMNITY SHALL
SURVIVE THE CLOSING AND ANY TERMINATION OF THIS AGREEMENT.
PRIOR TO, AND AS A
CONDITION TO ANY ENTRY ON THE PROPERTY BY BUYER OR ITS AGENTS FOR THE PURPOSES
SET FORTH IN THIS SECTION 6.3, BUYER SHALL DELIVER TO SELLER A CERTIFICATE OF
INSURANCE EVIDENCING COMPREHENSIVE GENERAL LIABILITY (INCLUDING COVERAGE FOR
CONTRACTUAL INDEMNITIES) WITH A COMBINED SINGLE LIMIT OF AT LEAST $2,000,000.00,
IN A FORM REASONABLY ACCEPTABLE TO SELLER, COVERING ANY ACCIDENT OR DAMAGE
ARISING IN CONNECTION WITH BUYER