AND
COMPLETE ALL OF PURCHASER'S DUE DILIGENCE EXAMINATIONS, REVIEWS OF ENVIRONMENTAL
AND COMPLIANCE MATTERS AND CONDITIONS RESPECTING THE PROPERTY (COLLECTIVELY, THE
"INVESTIGATIONS"), WHICH INVESTIGATIONS SHALL AT ALL TIMES BE SUBJECT TO
PURCHASER'S COMPLIANCE WITH THE PROVISIONS OF THIS SECTION 4.2.
THE
INVESTIGATIONS AS TO ENVIRONMENTAL MATTERS SHALL BE LIMITED TO THE ITEMS SET
FORTH IN SCHEDULE 4.2 HERETO.
DURING THE DUE DILIGENCE PERIOD, SELLER SHALL
PROVIDE PURCHASER WITH REASONABLE ACCESS TO THE PROPERTY UPON REASONABLE ADVANCE
NOTICE.
ANY ENTRY UPON THE PROPERTY AND ALL INVESTIGATIONS SHALL BE MADE OR
PERFORMED DURING SELLER'S NORMAL BUSINESS HOURS AND AT THE SOLE RISK AND EXPENSE
OF PURCHASER, AND SHALL NOT INTERFERE WITH THE ACTIVITIES ON OR ABOUT THE
PROPERTY OF SELLER.
PURCHASER SHALL:
4
(A) PROMPTLY REPAIR ANY DAMAGE TO THE PROPERTY RESULTING FROM ANY SUCH
INVESTIGATIONS AND REPLACE, REFILL AND REGRADE ANY HOLES MADE IN, OR EXCAVATIONS
OF, ANY PORTION OF THE PROPERTY USED FOR SUCH INVESTIGATIONS SO THAT THE
PROPERTY SHALL BE IN THE SAME CONDITION THAT IT EXISTED IN PRIOR TO SUCH
INVESTIGATIONS;
(B) FULLY COMPLY WITH ALL LAWS APPLICABLE TO THE INVESTIGATIONS AND ALL OTHER
ACTIVITIES UNDERTAKEN IN CONNECTION THEREWITH;
(C) PERMIT SELLER TO HAVE A REPRESENTATIVE PRESENT DURING ALL INVESTIGATIONS
UNDERTAKEN HEREUNDER;
(D) TAKE ALL ACTIONS AND IMPLEMENT ALL PROTECTIONS NECESSARY TO ENSURE THAT THE
INVESTIGATIONS AND THE EQUIPMENT, MATERIALS, AND SUBSTANCES GENERATED, USED OR
BROUGHT ONTO THE PROPERTY IN CONNECTION WITH THE INVESTIGATIONS, POSE NO THREAT
TO THE SAFETY OR HEALTH OF PERSONS OR THE ENVIRONMENT, AND CAUSE NO DAMAGE TO
THE PROPERTY OR OTHER PROPERTY OF SELLER OR OTHER PERSONS;
(E) FURNISH TO SELLER, AT NO COST OR EXPENSE TO SELLER, COPIES OF ALL SURVEYS,
SOIL TEST RESULTS, ENGINEERING, ASBESTOS, ENVIRONMENTAL AND OTHER STUDIES AND
REPORTS (OTHER THAN INTERNAL ANALYSIS AND PROPRIETARY INFORMATION OF THE
PURCHASER) RELATING TO THE INVESTIGATIONS WHICH PURCHASER SHALL OBTAIN WITH
RESPECT TO THE PROPERTY PROMPTLY AFTER PURCHASER'S RECEIPT OF SAME;
(F) MAINTAIN OR CAUSE TO BE MAINTAINED, AT PURCHASER'S EXPENSE, A POLICY OF
COMMERCIAL GENERAL LIABILITY INSURANCE, WITH A BROAD FORM CONTRACTUAL LIABILITY
ENDORSEMENT AND WITH A COMBINED SINGLE LIMIT OF NOT LESS THAN $1,000,000 PER
OCCURRENCE FOR BODILY INJURY AND PROPERTY DAMAGE, AUTOMOBILE LIABILITY COVERAGE
INCLUDING OWNED AND HIRED VEHICLES WITH A COMBINED SINGLE LIMIT OF $1,000,000
PER OCCURRENCE FOR BODILY INJURY AND PROPERTY DAMAGE, AND AN EXCESS UMBRELLA
LIABILITY POLICY FOR BODILY INJURY AND PROPERTY DAMAGE IN THE AMOUNT OF
$5,000,000, INSURING PURCHASER AND SELLER AS ADDITIONAL INSUREDS, AGAINST ANY
INJURIES OR DAMAGES TO PERSONS OR PROPERTY THAT MAY RESULT FROM OR ARE RELATED
TO (I) PURCHASER'S AND/OR PURCHASER'S REPRESENTATIVES' (AS HEREINAFTER DEFINED)
ENTRY UPON THE PROPERTY, (II) ANY INVESTIGATIONS OR OTHER ACTIVITIES CONDUCTED
THEREON, AND/OR (III) ANY AND ALL OTHER ACTIVITIES UNDERTAKEN BY PURCHASER
AND/OR PURCHASER'S REPRESENTATIVES, ALL OF WHICH INSURANCE SHALL BE ON AN
"OCCURRENCE FORM" AND OTHERWISE IN SUCH FORMS REASONABLY ACCEPTABLE TO SELLER
AND WITH AN INSURANCE COMPANY REASONABLY ACCEPTABLE TO SELLER, AND DELIVER A
COPY OF SUCH INSURANCE POLICY TO SELLER PRIOR TO