AND ARE NOT INCLUDED IN
THIS AGREEMENT, SUCH PROPERTY INTERESTS BEING REFERRED TO COLLECTIVELY IN THIS
AGREEMENT AS "SELLER'S RETAINED PROPERTY."
3.
ACCESS.
(A)
SUBJECT TO THE PROVISIONS OF SECTIONS 3(C) (D) AND (E),
PURCHASER AND ITS AGENTS, EMPLOYEES, CONSULTANTS, INSPECTORS, APPRAISERS,
ENGINEERS AND CONTRACTORS (COLLECTIVELY "PURCHASER'S REPRESENTATIVES") SHALL
HAVE THE RIGHT, THROUGH THE CLOSING DATE, FROM TIME TO TIME, UPON THE ADVANCE
NOTICE REQUIRED PURSUANT TO SECTION 3(C), TO ENTER UPON AND PASS THROUGH THE
PREMISES AND LOT 58 DURING NORMAL BUSINESS HOURS TO EXAMINE AND INSPECT THE
SAME; PROVIDED, HOWEVER, THAT THE INSPECTIONS OF LOT 58 AS PERMITTED BY THIS
SECTION 3 SHALL BE LIMITED SOLELY TO
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conducting a physical survey and pre-construction survey of Lot 58. Any such
inspections are for Purchaser's information only.
(B)
SELLER SHALL MAKE AVAILABLE TO PURCHASER, AT SELLER'S
MANAGEMENT OFFICE AT THE PREMISES OR OTHER LOCATION REASONABLY SELECTED BY
SELLER, TO THE EXTENT MAINTAINED BY (OR ON BEHALF OF) SELLER AND IN SELLER'S
POSSESSION OR CONTROL:
PLANS AND SPECIFICATIONS RELATING TO THE PROPERTY AND
THE LOT 58 EXISTING BUILDING; ENVIRONMENTAL AND ENGINEERING REPORTS RELATING TO
THE PROPERTY AND LOT 58; AND SELLER'S BOOKS AND RECORDS RELATING SOLELY TO THE
PHYSICAL CONDITION OF THE PROPERTY (COLLECTIVELY, THE "PREMISES DOCUMENTS"), BUT
EXPRESSLY EXCLUDING (I) ALL RECORDS RELATING TO THE EXISTING BUSINESS OPERATIONS
BEING CONDUCTED ON OR FROM THE PROPERTY OR LOT 58, (II) SELLER'S ACCOUNTING AND
INCOME TAX RECORDS, (III) SELLER'S PROPRIETARY BUSINESS AND CORPORATE RECORDS
AND (IV) ANY RECORDS RELATING TO SELLER'S SELLING OR FINANCING NEGOTIATIONS OR
THIRD PARTY APPRAISALS OR ANY INTERNAL DOCUMENTS RELATING TO THE VALUE OF THE
PROPERTY.
SELLER DISCLAIMS THE CONTENT, CONCLUSIONS AND ACCURACY OF ANY SUCH
MATERIALS DELIVERED TO PURCHASER PURSUANT TO THIS SECTION 3(B), IT BEING
EXPRESSLY AGREED AND UNDERSTOOD THAT SELLER IS DELIVERING SUCH MATERIALS WITHOUT
REPRESENTATION OR WARRANTY, AND THAT PURCHASER IS RECEIVING ALL SUCH ITEMS
"AS-IS" WITH NO RIGHT TO RELY ON THE CONTENT, CONCLUSIONS AND ACCURACY OF ANY
SUCH MATERIALS.
PURCHASER SHALL RELY ONLY ON ITS OWN DUE DILIGENCE IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(C)
IN CONDUCTING THE INSPECTION OF THE PREMISES AND THE SURVEYS
OF LOT 58 AND ITS DUE DILIGENCE REVIEW, PURCHASER SHALL AT ALL TIMES COMPLY WITH
ALL LAWS AND REGULATIONS OF ALL APPLICABLE GOVERNMENTAL AUTHORITIES, AND NEITHER
PURCHASER NOR ANY OF PURCHASER'S REPRESENTATIVES SHALL (A) CONTACT OR HAVE ANY
DISCUSSIONS WITH ANY OF SELLER'S EMPLOYEES, AGENTS OR REPRESENTATIVES, OR WITH
ANY TENANTS AT, OR CONTRACTORS PROVIDING SERVICES TO THE PREMISES OR LOT 58,
UNLESS IN EACH CASE PURCHASER OBTAINS THE PRIOR WRITTEN CONSENT OF SELLER (WHICH
MAY BE GRANTED, WITHHELD, CONDITIONED OR DELAYED IN SELLER'S SOLE DISCRETION),
(B) INTERFERE IN ANY MATERIAL RESPECT WITH THE BUSINESS OF SELLER (OR ANY OF ITS
TENANTS) CONDUCTED AT THE PREMISES OR LOT 58 OR DISTURB IN ANY MATERIAL RESPECT
THE USE OR OCCUPANCY OF ANY OCCUPANT OF THE PREMISES OR LOT 58, OR (C) DAMAGE
THE PREMISES OR LOT 58.
PURCHASER SHALL SCHEDULE AND COORDINATE