INTERFERE WITH USE OF
THE PROPERTY OR ANY BUSINESS CONDUCTED WITHIN THE HOTEL UNIT OR ELSEWHERE WITHIN
THE CONDOMINIUM REGIME OF WHICH THE PROPERTY IS A PART. IN NO EVENT SHALL
PURCHASER OR ITS REPRESENTATIVES PERFORM ANY OFF-SITE TESTING. PURCHASER WILL
USE ITS BEST EFFORTS TO MINIMIZE ANY DISRUPTION OR INTERFERENCE CAUSED BY ANY
SUCH TESTING AND WILL REPAIR ALL DAMAGE CAUSED BY SUCH TESTING. BEFORE AND
DURING PURCHASER'S INSPECTIONS, PURCHASER AND EACH PURCHASER REPRESENTATIVE
CONDUCTING ANY PURCHASER INSPECTION SHALL MAINTAIN WORKERS' COMPENSATION
INSURANCE IN ACCORDANCE WITH APPLICABLE LAW, AND PURCHASER, OR THE APPLICABLE
PURCHASER REPRESENTATIVE CONDUCTING ANY PURCHASER INSPECTION, SHALL MAINTAIN
(A) COMMERCIAL GENERAL LIABILITY INSURANCE WITH LIMITS OF AT LEAST THREE MILLION
DOLLARS ($3,000,000) FOR BODILY OR PERSONAL INJURY OR DEATH, (B) PROPERTY DAMAGE
INSURANCE IN THE AMOUNT OF AT LEAST ONE MILLION DOLLARS ($1,000,000), AND
(C) CONTRACTUAL LIABILITY INSURANCE. PURCHASER SHALL DELIVER TO SELLER EVIDENCE
OF SUCH WORKERS' COMPENSATION INSURANCE AND A CERTIFICATE EVIDENCING THE
COMMERCIAL GENERAL LIABILITY, PROPERTY DAMAGE AND CONTRACTUAL LIABILITY
INSURANCE BEFORE CONDUCTING ANY PURCHASER INSPECTION ON THE PROPERTY. EACH SUCH
INSURANCE POLICY SHALL BE WRITTEN BY A REPUTABLE INSURANCE COMPANY HAVING A
RATING OF AT LEAST "A+:VII" BY BEST'S RATING GUIDE (OR A COMPARABLE RATING BY A
SUCCESSOR RATING SERVICE), AND SHALL OTHERWISE BE SUBJECT TO SELLER'S PRIOR
APPROVAL. SUCH INSURANCE POLICIES SHALL NAME AS ADDITIONAL INSUREDS SELLER,
SELLER'S LENDER AND SUCH OTHER PARTIES HOLDING INSURABLE INTERESTS AS SELLER MAY
DESIGNATE. PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD SELLER AND THE PROPERTY
HARMLESS OF AND FROM ANY AND ALL LOSSES, LIABILITIES, COSTS, EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS OF COURT),
DAMAGES, LIENS, CLAIMS (INCLUDING, WITHOUT LIMITATION, MECHANICS' OR
MATERIALMEN'S LIENS OR CLAIMS OF LIENS), ACTIONS AND CAUSES OF ACTIONS ARISING
FROM OR RELATING TO PURCHASER'S (OR PURCHASER'S AGENTS, EMPLOYEES OR
REPRESENTATIVES) ENTERING UPON THE PROPERTY TO TEST, STUDY, INVESTIGATE OR
INSPECT THE SAME OR ANY PART THEREOF, WHETHER PURSUANT TO THIS SECTION 3.2 OR
OTHERWISE, EXCEPT TO THE EXTENT ARISING SOLELY FROM THE NEGLIGENCE OF SELLER.
THE FOREGOING INDEMNITY OF PURCHASER SHALL EXPRESSLY SURVIVE THE CLOSING OR THE
EARLIER TERMINATION OF THIS AGREEMENT.
3.3
RIGHT OF TERMINATION SELLER AGREES THAT IN THE EVENT PURCHASER
DETERMINES, IN ITS SOLE DISCRETION, THAT THE PROPERTY IS NOT SUITABLE FOR ITS
PURPOSES, THEN PURCHASER SHALL HAVE THE RIGHT ("PURCHASER'S TERMINATION RIGHT")
TO TERMINATE THIS AGREEMENT. PURCHASER'S TERMINATION RIGHT SHALL BE EXERCISABLE
ONLY BY SENDING WRITTEN NOTICE OF TERMINATION (THE "NOTICE OF TERMINATION") TO
SELLER PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD. IN THE EVENT THAT
PURCHASER TIMELY EXERCISES PURCHASER'S TERMINATION RIGHT, THIS AGREEMENT SHALL
TERMINATE AND THE EARNEST MONEY SHALL BE RETURNED TO PURCHASER. IF PURCHASER
FAILS TO SEND SELLER A NOTICE OF TERMINATION PRIOR TO THE EXPIRATION OF THE
INSPECTION PERIOD, PURCHASER SHALL BE DEEMED TO HAVE APPROVED THE PROPERTY
DOCUMENTS AND THE PROPERTY IN ALL RESPECTS AND PURCHASER'S TERMINATION RIGHT
SHALL AUTOMATICALLY AND IRREVOCABLY EXPIRE.
3.4
PAYMENT OF CERTAIN EXPENSES UPON TERMINATION. NOTWITHSTANDING
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN