AND MAINTAIN FOR AT LEAST ONE (1) YEAR AFTER THE
EFFECTIVE DATE COMMERCIAL GENERAL LIABILITY INSURANCE COVERING BUYER, SELLERS,
MANAGER AND THE PROPERTIES FOR ACTIONS TAKEN BY BUYER OR BUYER'S
REPRESENTATIVES, CONTRACTORS, AGENTS OR INVITEES ON AN OCCURRENCE, AS OPPOSED TO
CLAIMS MADE, BASIS AND PROVIDING FOR A COMBINED SINGLE LIMIT FOR BODILY INJURY
AND PROPERTY DAMAGE OF NOT LESS THAN **** ******* *** ****** *******
*************** PER OCCURRENCE ISSUED BY COMPANIES AND IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO SELLERS ("BUYER'S LIABILITY INSURANCE"), WHICH
INSURANCE REQUIREMENTS MAY BE SATISFIED WITH A COMBINATION OF
A PRIMARY POLICY
AND AN EXCESS POLICY, PROVIDED THE SAME MEET THE REQUIREMENTS SET FORTH IN THIS
SECTION 3.7(A).
12
ALL OF BUYER'S GENERAL LIABILITY INSURANCE SHALL BE PRIMARY AND NOT CONTRIBUTING
WITH ANY INSURANCE MAINTAINED BY SELLERS OR MANAGER TO THE EXTENT OF BUYER'S
INDEMNITY CONTAINED IN THIS SECTION 3.7.
SELLERS AND MANAGER SHALL BE NAMED AS
ADDITIONAL INSUREDS UNDER ALL OF BUYER'S GENERAL LIABILITY INSURANCE AND SELLERS
AND MANAGER SHALL BE GIVEN WRITTEN NOTICE AT LEAST THIRTY (30) DAYS PRIOR TO
CANCELLATION, MATERIAL AMENDMENT OR REDUCTION OF ANY SUCH COVERAGE.
THE
PROVISIONS OF THIS SECTION 3.7 SHALL NOT IN ANY WAY BE DEEMED TO AMEND THE
PROVISIONS OF ARTICLE XII.
THE INDEMNITY SET FORTH IN THIS SECTION 3.7 SHALL
SURVIVE THE CLOSING AND/OR THE TERMINATION OF THIS AGREEMENT UNTIL THE SURVIVAL
DATE SET FORTH IN SECTION 24.9(A) HEREOF.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY SECTION 3.7(A) HEREOF, BUYER
AND/OR BUYER'S REPRESENTATIVES SHALL NOT COMMUNICATE OR OTHERWISE INTERFERE WITH
THE TENANTS OR WITH THE NORMAL CONDUCT BY SELLERS OR THE MANAGER OF THEIR
BUSINESS AT THE PROPERTIES.
SECTION 3.8.
RETURN OF INFORMATION UPON TERMINATION.
IF THIS
AGREEMENT IS TERMINATED BY EITHER PARTY AS TO ONE OR MORE INDIVIDUAL PROPERTIES
PURSUANT TO THE TERMS OF THIS AGREEMENT, THEN UPON SELLERS' REQUEST, BUYER SHALL
RETURN TO SELLERS ALL DUE DILIGENCE MATERIALS RELATING TO THE INDIVIDUAL
PROPERTY OR PROPERTIES AS TO WHICH THIS AGREEMENT HAS BEEN TERMINATED THAT WERE
DELIVERED TO BUYER AND/OR BUYER'S GENERAL PARTNERS, AND THEIR PRINCIPALS,
OFFICERS, EMPLOYEES, ATTORNEYS
OR OTHER PERSONS ACTING FOR OR ON BEHALF OF
BUYER ACTIVELY INVOLVED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(COLLECTIVELY, THE "RECEIVING PARTY REPRESENTATIVES") BUT EXPRESSLY EXCLUDING
ANY AND ALL REPORTS STUDIES, DATA, ANALYSIS AND SURVEYS THAT BUYER AND/OR THE
RECEIVING PARTY REPRESENTATIVES DISCOVER, COMMISSION OR GENERATE IN CONNECTION
WITH OR RESULTING FROM THEIR DUE DILIGENCE ACTIVITIES ON (OR RELATING TO) THE
PROPERTIES.
ALL OF THE DUE DILIGENCE MATERIALS SHALL BE MAINTAINED BY BUYER IN
CONFIDENCE, AND BUYER ACKNOWLEDGES AND AGREES THAT THE DUE DILIGENCE MATERIALS
ARE SUBJECT TO THE CONFIDENTIALITY PROVISIONS OF ARTICLE XXI.
BUYER SHALL
INDEMNIFY THE RELEASED PARTIES (AS HEREINAFTER DEFINED) FROM AND AGAINST ANY AND
ALL CLAIMS RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH BUYER'S AND/OR
THE RECEIVING PARTY REPRESENTATIVES' BREACH OF ITS OBLIGATIONS UNDER THIS
SECTION 3.8.
THE OBLIGATIONS OF BUYER SET FORTH IN THIS SECTION 3.8 SHALL
SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT