TO CONDUCT ANY PHYSICAL TESTING OF THE
PROPERTY, BUYER SHALL SUBMIT A WORK PLAN TO SELLER FOR SELLER'S PRIOR WRITTEN
APPROVAL, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED,
WHICH WORK PLAN SELLER MAY MODIFY, LIMIT OR DISAPPROVE IN ITS REASONABLE
DISCRETION.
BUYER WILL PROMPTLY PROVIDE SELLER WITH A COPY OF ANY REPORT, DRAFT
REPORT OR EVALUATION ("REPORTS") THAT INDICATES THE PRESENCE OF HAZARDOUS
SUBSTANCES ON THE PROPERTY OR THE VIOLATION OF ANY APPLICABLE LAW, OR ANY OTHER
REPORT PREPARED IN CONNECTION WITH THE PROPERTY INVESTIGATIONS.
EXCEPT AS
SPECIFICALLY PROVIDED BELOW, BUYER AGREES TO KEEP CONFIDENTIAL AND NOT TO
DISCLOSE THE RESULTS OF ANY PROPERTY INVESTIGATIONS OR THE CONTENTS OF ANY
REPORTS.
5.3
COMMUNICATIONS WITH GOVERNMENTAL
AUTHORITIES.
IF BUYER DETERMINES THAT BUYER IS REQUIRED BY APPLICABLE LAW TO
NOTIFY A FEDERAL, STATE OR LOCAL GOVERNMENTAL AGENCY OR ANY OTHER PARTY WITH
RESPECT TO THE CONDITIONS AT THE PROPERTY AS A RESULT OF ANY PROPERTY
INVESTIGATION, BUYER SHALL PROMPTLY NOTIFY SELLER AND SELLER SHALL MAKE SUCH
DISCLOSURE AS REQUIRED BY APPLICABLE LAW.
5.4
INDEMNITY AND INSURANCE REQUIREMENTS.
BUYER
ASSUMES ALL RISK ASSOCIATED WITH THE PROPERTY INVESTIGATIONS AND AGREES TO
INDEMNIFY, DEFEND AND HOLD SELLER, SELLER'S EMPLOYEES, CONSULTANTS AND
CONTRACTORS HARMLESS AGAINST ANY CLAIM OR DEMAND ON ACCOUNT OF ANY LOSS, DAMAGE
OR INJURY TO ANY PERSON OR PROPERTY SOLELY BY REASON OF ANY ACT OR OMISSION BY
BUYER OR BUYER'S CONSULTANTS OR EMPLOYEES IN CONNECTION WITH THE PROPERTY
INVESTIGATIONS.
BUYER AGREES AT ALL TIMES DURING THE ENTRIES ONTO THE PROPERTY
THAT EITHER BUYER OR ITS CONTRACTORS WILL CARRY COMPREHENSIVE GENERAL LIABILITY
INSURANCE ON AN OCCURRENCE BASIS (INCLUDING CONTRACTUAL LIABILITY, CONTRACTOR'S
PROTECTIVE LIABILITY, PERSONAL INJURY AND PROPERTY DAMAGE COVERAGE) IN A
COMBINED SINGLE LIMIT OF AT LEAST $1,000,000, WITH A DEDUCTIBLE OF NO MORE THAN
$50,000, EMPLOYER'S LIABILITY IN THE AMOUNT OF $500,000 (EACH ACCIDENT) AND THE
STATUTORY LIMIT WITH RESPECT TO WORKERS COMPENSATION.
THE PROVISIONS OF THIS
SECTION 5.4 SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT.
8
ARTICLE 6
TITLE AND SURVEY
6.1
TITLE AND SURVEY REVIEW.
BUYER SHALL
PROMPTLY REVIEW THE TITLE COMMITMENT AND THE SURVEY.
OTHER THAN MATTERS
OBJECTED TO IN WRITING BY BUYER PRIOR TO THE EXPIRATION OF THE FEASIBILITY
PERIOD, ALL MATTERS (A) DISCLOSED ON THE TITLE COMMITMENT AND/OR SURVEY, (B)
FIRST APPEARING IN THE LAND RECORDS OF LOS ANGELES COUNTY WITH RESPECT TO THE
PROPERTY PRIOR TO THE EFFECTIVE DATE OF THE TITLE COMMITMENT, AND (C) ANY AND
ALL MATTERS CREATED BY OR THROUGH BUYER, SHALL BE REFERRED TO HEREIN
COLLECTIVELY AS THE "PERMITTED EXCEPTIONS."
6.2
TITLE OBJECTIONS AND MONETARY LIENS.
IF (I)
BUYER OBJECTS IN WRITING PRIOR TO THE EXPIRATION OF THE FEASIBILITY PERIOD, OR
(II) BUYER BECOMES AWARE, PRIOR TO THE EXPIRATION FEASIBILITY PERIOD, OF A
MATTER AFFECTING TITLE TO THE PROPERTY THAT (A) CAME INTO EXISTENCE AFTER THE
DATE OF THIS AGREEMENT, (B) IS NOT DISCLOSED ON THE TITLE COMMITMENT OR SURVEY
AND (C) HAS A MATERIAL ADVERSE EFFECT ON THE VALUE AND/OR USE OF THE PROPERTY,