ANY ENTRY UPON THE PROPERTY SHALL BE UPON REASONABLE NOTICE TO
SELLER, SHALL BE AT REASONABLE TIMES AND SHALL NOT INTERFERE WITH THE SELLER'S
OPERATIONS ON THE PROPERTY.
SELLER, AT ITS SOLE EXPENSE, SHALL HAVE THE RIGHT
TO ACCOMPANY BUYER AND BUYER'S AGENTS DURING ANY ENTRY UPON THE PROPERTY AND TO
REQUIRE THAT BUYER AND BUYER'S AGENTS COMPLY WITH SELLER'S SAFETY AND SECURITY
PROCEDURES;
(D)
BUYER SHALL KEEP THE PROPERTY FREE AND CLEAR OF ALL LIENS ARISING
OUT OF THE ACTIVITIES OF BUYER OR BUYER'S AGENTS CONDUCTED UPON THE PROPERTY;
(E)
BUYER SHALL INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY LIEN,
LOSS, CLAIM, LIABILITY, OR EXPENSE, INCLUDING ATTORNEYS' FEES AND COSTS, ARISING
OUT OF OR IN CONNECTION WITH THE ACTIVITIES OF BUYER OR BUYER'S AGENTS ON OR
ABOUT THE PROPERTY;
(F)
BUYER SHALL PROVIDE LIABILITY INSURANCE, WITH A COMBINED SINGLE
LIMIT OF LIABILITY NOT LESS THAN ONE MILLION DOLLARS ($1,000,000), EITHER UNDER
BUYER'S POLICY OR SUCH INSURANCE PROVIDED BY BUYER'S AGENTS.
SELLER SHALL BE
NAMED AS AN ADDITIONAL INSURED UPON SUCH INSURANCE.
BUYER SHALL PROVIDE PROOF
OF SUCH INSURANCE REASONABLY ACCEPTABLE TO SELLER PRIOR TO, AND AS A CONDITION
OF, ANY SUCH ENTRY; AND
(G)
PRIOR TO PERFORMING ANY INVASIVE TESTING, BUYER SHALL OBTAIN
SELLER'S WRITTEN APPROVAL, WHICH APPROVAL MAY BE WITHHELD IN SELLER'S SOLE AND
ABSOLUTE DISCRETION, WITH RESPECT TO THE SCOPE OF WORK INTENDED TO BE PERFORMED
AND SHALL PROVIDE SELLER AN OPPORTUNITY TO CONFER, EITHER DIRECTLY OR THROUGH
SELLER'S CONSULTANTS, WITH BUYER'S ENVIRONMENTAL
7
CONSULTANTS IN ORDER TO DETERMINE WHETHER TO PERMIT ANY SAMPLING OR TESTING OF
SURFACE OR SUBSURFACE SOILS, SURFACE WATER OR GROUND WATER OR TO REFINE THE
SCOPE OF THE WORK TO BE PERFORMED.
SELLER AND ITS CONSULTANTS SHALL BE ENTITLED
TO TAKE "SPLIT SAMPLES" OF ANY SAMPLES OBTAINED BY BUYER AND ITS CONSULTANTS.
SELLER SHALL BEAR ALL EXPENSES OF ITS OWN ENVIRONMENTAL CONSULTANTS IN REVIEWING
BUYER'S WORK PLAN AND ANALYZING ANY SPLIT SAMPLES.
5.2.3
PRIOR TO THE CLOSING, ALL INFORMATION DERIVED FROM BUYER'S TESTS AND
TEST RESULTS SHALL, TO THE EXTENT PERMISSIBLE UNDER EXISTING LAW, REMAIN
CONFIDENTIAL AND NOT BE DISCLOSED TO ANY PARTY OTHER THAN AS IS NECESSARY TO
CONSUMMATE THE TRANSACTION CONTEMPLATED HEREBY OR TO EXERCISE BUYER'S RIGHTS
HEREUNDER INCLUDING, WITHOUT LIMITATION, BUYER'S COUNSEL AND ITS CONSULTANTS.
SELLER SHALL BE ENTITLED TO RECEIVE COPIES OF ALL TESTS AND TEST RESULTS
TOGETHER WITH THE RIGHT, AS A PARTY OF INTEREST, TO BE ABLE TO ACCESS THE
CONSULTANT'S FILE INFORMATION AND WORK PRODUCT IN THE EVENT THE CLOSING DOES NOT
OCCUR, UNLESS THE CLOSING DOES NOT OCCUR BECAUSE OF SELLER'S DEFAULT UNDER THIS
AGREEMENT.
BUYER SHALL OBTAIN ALL CONSULTANTS' CONSENT TO THE FOREGOING AS A
PART OF ANY RETENTION AGREEMENT.
SELLER'S RIGHTS SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT.
BUYER SHALL BEAR THE COSTS AND EXPENSES WITH RESPECT TO ITS
FEASIBILITY STUDIES HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ALL ENVIRONMENTAL
MATTERS AND INVESTIGATIONS.
5.2.4
SELLER AGREES THAT BUYER SHALL HAVE THE RIGHT TO PERFORM CERTAIN
INVASIVE TESTING ON THE PROPERTY CONSISTING OF