SHALL ONLY OCCUR DURING BUSINESS
HOURS AT REASONABLE TIMES ON REASONABLE ADVANCE NOTICE (AT LEAST TWO (2)
BUSINESS DAYS' PRIOR WRITTEN NOTICE) TO OWNER, SUBJECT TO OWNER'S PRIOR CONSENT,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
2.
PRIOR TO CONDUCTING THE INSPECTIONS, BUYER SHALL
SUBMIT FOR OWNER'S APPROVAL THE CERTIFICATES OF INSURANCE AS REQUIRED PURSUANT
TO EXHIBIT A ANNEXED HERETO AND NEITHER BUYER NOR ITS AGENTS, CONTRACTORS OR
REPRESENTATIVES SHALL BE PERMITTED TO CONDUCT THE INSPECTIONS UNLESS AND UNTIL
OWNER APPROVES SUCH CERTIFICATES.
3.
BUYER MAY NOT CONDUCT ANY INTRUSIVE INSPECTIONS OR
BORINGS WITHOUT OWNER'S PRIOR WRITTEN CONSENT, WHICH CONSENT MAY BE WITHHELD,
GRANTED OR GRANTED UPON CONDITIONS IN OWNER'S SOLE AND ABSOLUTE DISCRETION.
4.
OWNER SHALL HAVE THE OPTION TO HAVE AN AGENT OR
EMPLOYEE ACCOMPANY BUYER AT ALL TIMES DURING ITS INVESTIGATION OR INSPECTION OF
THE PROPERTY.
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5.
BUYER SHALL HAVE NO RIGHT TO MAKE INQUIRIES OF
EMPLOYEES OF OWNER OR ITS PROPERTY MANAGER WITHOUT OWNER'S PRIOR CONSENT, WHICH
MAY BE CONDITIONED UPON AN AGENT OR REPRESENTATIVE OF OWNER ACCOMPANYING BUYER
AND ITS AGENTS OR REPRESENTATIVES DURING SUCH INQUIRIES.
6.
PRIOR TO THE TERMINATION OF THIS AGREEMENT, BUYER
SHALL FURNISH OWNER WITH COPIES OF ANY REPORTS RELATING TO THE INSPECTIONS
PERFORMED BY BUYER OR ITS AGENTS, EMPLOYEES OR CONTRACTORS.
IF BUYER FAILS TO
PURCHASE THE PROPERTY, ALL SUCH REPORTS SHALL BECOME THE PROPERTY OF OWNER.
7.
ANY AND ALL WORK WITH RESPECT TO THE INSPECTIONS
SHALL BE AT BUYER'S SOLE COST AND EXPENSE.
8.
ALL ACTIVITIES UNDERTAKEN BY BUYER IN CONNECTION
WITH THE INSPECTIONS SHALL FULLY COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
9.
BUYER SHALL PROMPTLY RESTORE AT ITS SOLE COST AND
EXPENSE ANY DAMAGE ARISING IN CONNECTION WITH THE INSPECTIONS.
10.
BUYER AGREES TO KEEP CONFIDENTIAL AND NOT TO DISSEMINATE
TO ANY THIRD PARTY AND TO CAUSE ITS AGENTS OR REPRESENTATIVES TO KEEP
CONFIDENTIAL AND NOT DISSEMINATE TO ANY THIRD PARTY, ANY INFORMATION BUYER
(AND/OR ITS AGENTS OR REPRESENTATIVES) OBTAINS AS A RESULT OF THE INSPECTIONS,
EXCEPT TO THE EXTENT DISCLOSURE IS REQUIRED BY LAW.
THIS SECTION 10 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
11.
BUYER INDEMNIFIES AND AGREES TO DEFEND AND HOLD OWNER
FREE AND HARMLESS FROM AND AGAINST ANY AND ALL OBLIGATIONS, LAWSUITS, INJURIES,
LOSSES, DAMAGES, CLAIMS, LIENS, COSTS, EXPENSES, DEMANDS, LIABILITIES,
JUDGMENTS, PENALTIES, INVESTIGATION COSTS, INCLUDING ATTORNEYS' FEES AND COSTS,
INCURRED IN CONNECTION WITH, ARISING DIRECTLY OR INDIRECTLY OUT OF, OR IN ANY
WAY CONNECTED WITH (I) THE INSPECTIONS, (II) ANY ACT OR OMISSION OF BUYER, ITS
EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS OR ANYONE ACTING BY, THROUGH, UNDER,
OR AT THE DIRECTION, OF THE FOREGOING, IN CONNECTION WITH THIS AGREEMENT OR
(III) BUYER'S BREACH OF ANY OF THE TERMS OF THIS AGREEMENT.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING INDEMNITY, BUYER SHALL (I) KEEP THE PROPERTY
FREE AND CLEAR OF ANY MECHANICS' OR OTHER LIEN WHICH MAY BE RECORDED OR
THREATENED AGAINST THE PROPERTY BY ANY PARTY PROVIDING LABOR, MATERIALS OR
SERVICES IN CONNECTION WITH THE INSPECTIONS AND (II) NOT FILE OR