THIS CONTRACT, OR ANY FINANCING
RELATING THERETO, OR (C) TO PURCHASER'S OR SELLER' LENDERS, ATTORNEYS AND
ACCOUNTANTS AND, PRIOR TO THE PURCHASE OF THE PROPERTY BY PURCHASER, PURCHASER
SHALL USE ITS BEST EFFORTS TO PREVENT ITS CONSULTANTS FROM DIVULGING SUCH
INFORMATION TO ANY UNRELATED THIRD PARTIES EXCEPT AS REASONABLY NECESSARY TO
THIRD PARTIES ENGAGED BY PURCHASER FOR THE LIMITED PURPOSE OF ANALYZING AND
INVESTIGATING SUCH INFORMATION FOR THE PURPOSE OF CONSUMMATING THE TRANSACTION
CONTEMPLATED BY THIS CONTRACT.
THE PROVISIONS OF THIS SECTION 3.3 SHALL SURVIVE
THE TERMINATION OF THIS CONTRACT, AND IF NOT SO TERMINATED SHALL SURVIVE (EXCEPT
FOR THE CONFIDENTIALITY PROVISIONS OF THIS SECTION 3.3) THE CLOSING AND DELIVERY
OF THE DEEDS TO PURCHASER.
3.4
PURCHASER INDEMNIFICATION.
3.4.1
PURCHASER SHALL INDEMNIFY, HOLD HARMLESS AND, IF REQUESTED BY
SELLER (IN SELLER'S SOLE DISCRETION), DEFEND (WITH COUNSEL REASONABLY APPROVED
BY SELLER) SELLER, TOGETHER WITH SELLER'S AFFILIATES, PARENT AND SUBSIDIARY
ENTITIES, SUCCESSORS, ASSIGNS, PARTNERS, MANAGERS, MEMBERS, EMPLOYEES, OFFICERS,
DIRECTORS, TRUSTEES, SHAREHOLDERS, COUNSEL, REPRESENTATIVES, AGENTS, PROPERTY
MANAGER, REGIONAL PROPERTY MANAGER, AND AIMCO (COLLECTIVELY, INCLUDING SELLER,
"SELLER'S INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL DAMAGES,
MECHANICS' LIENS, LIABILITIES, PENALTIES, INTEREST, LOSSES, DEMANDS, ACTIONS,
CAUSES OF ACTION, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES, INCLUDING THE COST OF IN-HOUSE COUNSEL AND APPEALS) (COLLECTIVELY,
"LOSSES") ARISING FROM OR RELATED TO PURCHASER'S OR ITS CONSULTANTS' ENTRY ONTO
THE PROPERTY, AND ANY INSPECTIONS OR OTHER MATTERS PERFORMED BY PURCHASER WITH
RESPECT TO THE PROPERTY DURING THE FEASIBILITY PERIOD OR OTHERWISE.
PURCHASER
SHALL, HOWEVER, NOT BE LIABLE FOR ANY DAMAGES INCURRED BY SELLER RESULTING FROM
THE MERE DISCOVERY BY PURCHASER OF A PRE-EXISTING CONDITION AT OR WITH REGARD TO
THE PROPERTY; PROVIDED, HOWEVER, THAT, IF PURCHASER PROCEEDS WITH ACQUISITION OF
THE PROPERTY AFTER THE EXPIRATION OF THE FEASIBILITY PERIOD, PURCHASER SHALL
ACCEPT THE PROPERTY WITH ANY SUCH PRE-EXISTING CONDITIONS AND ASSUME ANY
LIABILITIES ASSOCIATED THEREWITH.
3.4.2
NOTWITHSTANDING ANYTHING IN THIS CONTRACT TO THE CONTRARY,
PURCHASER SHALL NOT BE PERMITTED TO PERFORM ANY INVASIVE TESTS ON THE PROPERTY
WITHOUT SELLER'S REPRESENTATIVE'S PRIOR WRITTEN CONSENT, WHICH CONSENT MAY BE
WITHHELD IN SELLER'S REPRESENTATIVE'S SOLE DISCRETION.
FURTHER, SELLER'S
REPRESENTATIVE SHALL HAVE THE RIGHT, WITHOUT LIMITATION, TO DISAPPROVE ANY AND
ALL ENTRIES, SURVEYS, TESTS (INCLUDING, WITHOUT LIMITATION, A PHASE II
ENVIRONMENTAL STUDY OF THE PROPERTY), INVESTIGATIONS AND OTHER MATTERS THAT IN
SELLER'S REPRESENTATIVE'S REASONABLE JUDGMENT COULD RESULT IN ANY INJURY TO THE
PROPERTY OR BREACH OF ANY CONTRACT, OR EXPOSE SELLER TO ANY LOSSES OR VIOLATION
OF APPLICABLE LAW, OR OTHERWISE ADVERSELY AFFECT THE PROPERTY OR SELLER'S
INTEREST THEREIN.
PURCHASER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
MINIMIZE DISRUPTION TO TENANTS IN CONNECTION WITH PURCHASER'S OR ITS
CONSULTANTS' ACTIVITIES PURSUANT TO THIS SECTION.
NO CONSENT BY SELLER'
REPRESENTATIVE TO ANY SUCH ACTIVITY SHALL BE DEEMED TO CONSTITUTE A WAIVER BY
SELLER OR ASSUMPTION OF LIABILITY OR RISK BY SELLER.
PURCHASER HEREBY AGREES TO
RESTORE, AT PURCHASER'S SOLE COST AND EXPENSE, THE PROPERTY TO THE SAME
CONDITION EXISTING IMMEDIATELY PRIOR TO PURCHASER'S EXERCISE OF ITS RIGHTS
PURSUANT TO THIS ARTICLE 3.
PURCHASER SHALL