the Property by Purchaser, Purchaser
shall use commercially reasonable 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
transactions 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 Deed 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 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, 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 OR ITS CONSULTANTS 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 (AS OPPOSED TO THE EXACERBATION 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
SUCH PRE-EXISTING CONDITION 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 PRIOR WRITTEN CONSENT, WHICH CONSENT MAY BE WITHHELD IN SELLER'S SOLE
DISCRETION.
FURTHER, SELLER 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 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 THE SELLER 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 III.
PURCHASER SHALL MAINTAIN AND CAUSE ITS THIRD PARTY CONSULTANTS TO MAINTAIN
(A) CASUALTY INSURANCE AND COMMERCIAL GENERAL LIABILITY INSURANCE WITH COVERAGES