OF SUCH ENTRY NOT LESS THAN 48 HOURS PRIOR TO THE PROPOSED DATE
AND TIME OF ENTRY; (II) USE REASONABLY DILIGENT EFFORTS NOT TO INTERFERE WITH
THE OPERATIONS OF THE PREMISES OR ANY TENANT THEREOF; (III) RESTORE ANY DAMAGE
TO THE PREMISES OR ANY ADJACENT PROPERTY CAUSED BY SUCH ACTIONS (PROVIDED THAT
BUYER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE DIRECTLY ARISING FROM THE MERE
DISCOVERY OF A PRE-EXISTING CONDITION); (IV) INDEMNIFY, DEFEND AND SAVE SELLER
AND, AS THE CASE MAY BE, ITS PARTNERS, TRUSTEES, SHAREHOLDERS, DIRECTORS,
MEMBERS, OFFICERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES HARMLESS OF AND
FROM ANY AND ALL CLAIMS AND/OR LIABILITIES WHICH SELLER AND ITS PARTNERS,
TRUSTEES, SHAREHOLDERS, DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS AND
OTHER REPRESENTATIVES MAY SUFFER OR BE SUBJECT BY REASON OF OR IN ANY MANNER
RELATING TO SUCH ENTRY AND SUCH ACTIVITIES, INCLUDING, WITHOUT LIMITATION, ANY
CLAIMS BY TENANTS AND/OR INVITEES OF THE PREMISES; (V) SELLER AND SELLER'S
REPRESENTATIVES SHALL HAVE THE RIGHT TO ACCOMPANY BUYER OR BUYER'S AGENT IN THE
EVENT BUYER ENTERS INTO ANY PORTION OF THE PREMISES (INCLUDING ANY TENANT'S
PREMISES) OR COMMUNICATES WITH OR INTERVIEWS ANY TENANT; (VI) PRIOR TO ENTRY
ONTO THE PREMISES, FURNISH SELLER WITH A CERTIFICATE OF GENERAL LIABILITY AND
PROPERTY DAMAGE INSURANCE MAINTAINED BY BUYER WITH SINGLE OCCURRENCE COVERAGE OF
AT LEAST $1,000,000 AND NAMING SELLER AND ITS PROPERTY MANAGER AS ADDITIONAL
INSUREDS; AND (VI) NOT CONDUCT ANY "PHASE II" ENVIRONMENTAL SITE ASSESSMENTS OR
INVASIVE, DESTRUCTIVE, DRILLING OR CORING PROCEDURES OR TESTS WITHOUT THE PRIOR
CONSENT OF SELLER (WHICH CONSENT SELLER MAY WITHHOLD IN ITS SOLE AND ABSOLUTE
DISCRETION), AND NOT CONDUCT ANY OTHER ENVIRONMENTAL INVESTIGATIONS OR TESTING
WITHOUT THE PRIOR CONSENT OF SELLER (WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD).
SELLER SHALL GIVE BUYER, AND ITS COUNSEL, ACCOUNTANTS, AND
REPRESENTATIVES REASONABLE ACCESS TO THE BOOKS, RECORDS, SURVEY PLANS, DOCUMENTS
AND INFORMATION (OTHER THAN INTERNAL MEMORANDA, APPRAISALS, AND DOCUMENTS AND/OR
INFORMATION COVERED BY THE ATTORNEY-CLIENT PRIVILEGE OR WORK-PRODUCT PRIVILEGE,
OR OTHER DOCUMENTS DEEMED IN GOOD FAITH BY SELLER TO BE CONFIDENTIAL) FOR REVIEW
AND COPYING IN THE POSSESSION OF SELLER OR SELLER'S PROPERTY MANAGER WITH
RESPECT TO OWNERSHIP, CONSTRUCTION AND OPERATION OF THE PREMISES.
19
(B)
NO LIENS PERMITTED.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED OR
CONSTRUED IN ANY WAY AS CONSTITUTING THE CONSENT OR REQUEST OF SELLER, EXPRESS
OR IMPLIED BY INFERENCE OR OTHERWISE, TO ANY PARTY FOR THE PERFORMANCE OF ANY
LABOR OR THE FURNISHING OF ANY MATERIALS TO THE PREMISES OR ANY PART THEREOF,
NOR AS GIVING BUYER ANY RIGHT, POWER OR AUTHORITY TO CONTRACT FOR OR PERMIT THE
RENDERING OF ANY SERVICES OR THE FURNISHING OF ANY MATERIALS THAT WOULD GIVE
RISE TO THE FILING OF ANY LIENS AGAINST THE PREMISES OR ANY PART THEREOF.
BUYER
AGREES TO PROMPTLY CAUSE THE REMOVAL OF, AND INDEMNIFY, DEFEND AND HOLD SELLER
HARMLESS WITH RESPECT TO, ANY MECHANIC'S OR SIMILAR LIEN FILED AGAINST THE
PREMISES OR ANY PART THEREOF BY ANY PARTY PERFORMING ANY LABOR OR SERVICES AT
THE PREMISES OR SUPPLYING