SHALL BE
DELIVERED TO PURCHASER FOR GENERAL INFORMATION PURPOSES ONLY, (B) PURCHASER
SHALL NOT HAVE ANY RIGHT TO RELY ON ANY REPORT RECEIVED FROM SELLER AND WILL NOT
RELY THEREON, BUT RATHER WILL RELY ON INSPECTIONS AND REPORTS PERFORMED BY OR ON
BEHALF OF PURCHASER, AND (C) SELLER SHALL HAVE ABSOLUTELY NO LIABILITY FOR ANY
INACCURACY IN OR OMISSION FROM ANY REPORT WHICH IT DELIVERS TO PURCHASER.
3.2
RIGHT OF INSPECTION.
DURING THE PERIOD BEGINNING ON THE EFFECTIVE
DATE AND ENDING AT 5 P.M., DALLAS, TEXAS TIME, ON THE FORTY-FIFTH (45TH) DAY
THEREAFTER (THE "INSPECTION PERIOD"), PURCHASER AND ITS REPRESENTATIVES
(INCLUDING PURCHASER'S ARCHITECTS, ENGINEERS AND CONSULTANTS) SHALL HAVE THE
RIGHT TO EXAMINE THE PROPERTY DOCUMENTS AND TO MAKE A PHYSICAL INSPECTION OF THE
PROPERTY (INCLUDING THE RIGHT TO CONDUCT SUCH SOIL, ENGINEERING, ENVIRONMENTAL,
HAZARDOUS OR TOXIC MATERIAL, NOISE POLLUTION, SEISMIC OR
4
OTHER PHYSICAL TEST, STUDY OR INVESTIGATION AS PURCHASER MAY DESIRE).
IN THIS
REGARD, PURCHASER AND ITS AUTHORIZED AGENTS AND REPRESENTATIVES SHALL BE
ENTITLED TO ENTER UPON THE PROPERTY AT ALL REASONABLE TIMES DURING THE
INSPECTION PERIOD, UPON REASONABLE PRIOR ORAL OR WRITTEN NOTICE TO SELLER AND
WHILE ACCOMPANIED BY A REPRESENTATIVE OF SELLER, SUBJECT TO THE RIGHTS OF
TENANTS OF THE PROPERTY.
ALL INSPECTIONS SHALL OCCUR AT REASONABLE TIMES AGREED
UPON BY SELLER AND PURCHASER AND SHALL BE CONDUCTED SO AS NOT TO UNREASONABLY
INTERFERE WITH USE OF THE PROPERTY BY SELLER OR TENANTS OF THE PROPERTY.
PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD SELLER AND THE PROPERTY HARMLESS OF
AND FROM ANY AND ALL LOSSES, LIABILITIES, COSTS, EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS OF COURT), DAMAGES, LIENS,
CLAIMS (INCLUDING, WITHOUT LIMITATION, MECHANICS' OR MATERIALMEN'S LIENS OR
CLAIMS OF LIENS), ACTIONS AND CAUSES OF ACTIONS ARISING FROM OR RELATING TO
PURCHASER (OR PURCHASER'S AGENTS, EMPLOYEES OR REPRESENTATIVES) ENTERING UPON
THE PROPERTY TO TEST, STUDY, INVESTIGATE OR INSPECT THE SAME OR ANY PART
THEREOF, WHETHER PURSUANT TO THIS SECTION 3.2 OR OTHERWISE, EXCEPT TO THE EXTENT
ARISING SOLELY FROM THE NEGLIGENCE OF SELLER.
THE FOREGOING INDEMNITY OF
PURCHASER SHALL EXPRESSLY SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS
AGREEMENT.
3.3
RIGHT OF TERMINATION.
SELLER AGREES THAT IN THE EVENT PURCHASER
DETERMINES, IN ITS SOLE DISCRETION, THAT THE PROPERTY IS NOT SUITABLE FOR ITS
PURPOSES, THEN PURCHASER SHALL HAVE THE RIGHT ("PURCHASER'S TERMINATION RIGHT")
TO TERMINATE THIS AGREEMENT.
PURCHASER'S TERMINATION RIGHT SHALL BE EXERCISABLE
ONLY BY SENDING WRITTEN NOTICE OF TERMINATION (THE "NOTICE OF TERMINATION") TO
SELLER PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD.
IN THE EVENT THAT
PURCHASER TIMELY EXERCISES PURCHASER'S TERMINATION RIGHT, THIS AGREEMENT SHALL
TERMINATE AND THE EARNEST MONEY SHALL BE RETURNED TO PURCHASER.
IF PURCHASER
FAILS TO SEND SELLER A NOTICE OF TERMINATION PRIOR TO THE EXPIRATION OF THE
INSPECTION PERIOD, PURCHASER SHALL BE DEEMED TO HAVE APPROVED THE PROPERTY AND
THE PROPERTY DOCUMENTS IN ALL RESPECTS AND PURCHASER'S TERMINATION RIGHT SHALL
AUTOMATICALLY AND IRREVOCABLY EXPIRE.
3.4
PAYMENT OF CERTAIN EXPENSES UPON TERMINATION.
NOTWITHSTANDING
ANYTHING CONTAINED IN THIS AGREEMENT TO THE