OF SAME PRIOR TO ENTRY ON THE PROPERTY.
3.1.4.
PURCHASER AGREES THAT IN EXERCISING ITS RIGHT OF ACCESS HEREUNDER,
PURCHASER WILL USE AND WILL CAUSE PURCHASER'S AGENTS TO USE ALL REASONABLE
EFFORTS NOT TO INTERFERE WITH THE ACTIVITY OF ANY PERSONS PERFORMING
CONSTRUCTION ACTIVITIES AT THE PROPERTY. PURCHASER AGREES TO COOPERATE WITH ANY
REASONABLE REQUEST BY SELLER IN CONNECTION WITH ANY SUCH INSPECTION. PURCHASER
AGREES (WHICH AGREEMENT SHALL SURVIVE CLOSING OR TERMINATION OF THIS AGREEMENT)
TO PROVIDE SELLER WITH A COPY OF ANY AND ALL INFORMATION, MATERIALS AND DATA
THAT PURCHASER AND/OR PURCHASER'S AGENTS DISCOVER, OBTAIN OR GENERATE IN
CONNECTION WITH OR RESULTING FROM ITS INSPECTION OF THE PROPERTY UNDER SECTION
3.1 HEREOF.
5
3.1.5.
PURCHASER SHALL, AT ITS SOLE COST AND EXPENSE, PROMPTLY RESTORE ANY
PHYSICAL DAMAGE OR ALTERATION OF THE PHYSICAL CONDITION OF THE PROPERTY WHICH
RESULTS FROM ANY INSPECTIONS CONDUCTED BY OR ON BEHALF OF PURCHASER. ALL
INSPECTIONS SHALL BE CONDUCTED AT PURCHASER'S SOLE COST AND EXPENSE AND IN
STRICT ACCORDANCE WITH ALL REQUIREMENTS OF APPLICABLE LAW.
3.1.6.
PURCHASER AGREES (WHICH AGREEMENT SHALL SURVIVE CLOSING OR
TERMINATION OF THIS AGREEMENT) TO INDEMNIFY, DEFEND, AND HOLD SELLER FREE AND
HARMLESS FROM ANY LOSS, INJURY, DAMAGE, CLAIM, LIEN, COST OR EXPENSE, INCLUDING
ATTORNEYS' FEES AND COSTS, ARISING OUT OF A BREACH OF THE FOREGOING AGREEMENTS
BY PURCHASER IN CONNECTION WITH THE INSPECTION OF THE PROPERTY, OR OTHERWISE
FROM THE EXERCISE BY PURCHASER OR PURCHASER'S AGENTS OF THE RIGHT OF ACCESS ONTO
THE PROPERTY (COLLECTIVELY, "PURCHASER'S INDEMNITY OBLIGATIONS"). THIS
SECTION 3.1.6 SHALL SURVIVE CLOSING OR THE TERMINATION OF THIS AGREEMENT.
PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT IN THE EVENT THAT PRIOR TO THE
EFFECTIVE DATE, PURCHASER, OR ANY OF ITS EMPLOYEES, AGENTS, CONTRACTORS,
CONSULTANTS, OR OTHER REPRESENTATIVES, HAVE ENTERED ONTO THE PROPERTY TO
INSPECT, TEST, SURVEY OR OTHERWISE EXAMINE THE PROPERTY, AND THE RECORDS
RELATING THERETO, THE INDEMNITY SET FORTH IN THIS SECTION 3.1.6 OF THE AGREEMENT
SHALL APPLY RETROACTIVELY TO THE DATE OF SUCH INSPECTIONS, TESTING, SURVEYING
AND EXAMINATION.
3.1.7.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, AND THE SELLER'S
REPRESENTATIONS AND WARRANTIES REGARDING THE PROPERTY AND SPECIFICALLY THE PLANS
AND SPECIFICATIONS FOR THE IMPROVEMENTS AS SET FORTH UNDER SECTION 3(H) OF THE
LEASE, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE TRUTH, ACCURACY,
COMPLETENESS, METHODOLOGY OF PREPARATION OR OTHERWISE CONCERNING ANY ENGINEERING
OR ENVIRONMENTAL REPORTS OR ANY OTHER MATERIALS, DATA OR OTHER INFORMATION
SUPPLIED TO PURCHASER IN CONNECTION WITH PURCHASER'S INSPECTION OF THE PROPERTY
(E.G., THAT SUCH MATERIALS ARE COMPLETE, ACCURATE OR THE FINAL VERSION THEREOF,
OR THAT SUCH MATERIALS ARE ALL OF SUCH MATERIALS AS ARE IN SELLER'S POSSESSION).
IT IS THE PARTIES' EXPRESS UNDERSTANDING AND AGREEMENT THAT ANY MATERIALS WHICH
PURCHASER IS ALLOWED TO REVIEW ARE PROVIDED ONLY FOR PURCHASER'S CONVENIENCE IN
MAKING ITS OWN EXAMINATION OF THE PROPERTY, AND, IN DOING SO, PURCHASER SHALL
RELY EXCLUSIVELY ON ITS OWN INDEPENDENT INVESTIGATION AND EVALUATION OF EVERY
ASPECT OF THE PROPERTY AND NOT ON ANY MATERIALS SUPPLIED BY SELLER. PURCHASER
EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON