CERTIFYING PERSON, SELLER AND PURCHASER SHALL AGREE TO APPOINT ANOTHER THIRD
PARTY AS THE CERTIFYING PERSON.
(B)
SELLER AND PURCHASER EACH HEREBY AGREE:
(I)
TO PROVIDE TO THE CERTIFYING PERSON ALL INFORMATION AND
CERTIFICATIONS REGARDING SUCH PARTY, AS REASONABLY REQUESTED BY THE CERTIFYING
PERSON OR OTHERWISE REQUIRED TO BE PROVIDED BY A PARTY TO THE TRANSACTION
DESCRIBED HEREIN UNDER SECTION 6045 OF THE CODE; AND
(II)
TO PROVIDE TO THE CERTIFYING PERSON SUCH PARTY'S TAXPAYER
IDENTIFICATION NUMBER AND A STATEMENT (ON INTERNAL REVENUE SERVICE FORM W-9 OR
AN ACCEPTABLE SUBSTITUTE FORM, OR ON ANY OTHER FORM THE APPLICABLE CURRENT OR
FUTURE CODE SECTIONS AND REGULATIONS MIGHT REQUIRE AND/OR ANY FORM REQUESTED BY
THE CERTIFYING PERSON), SIGNED UNDER PENALTIES OF PERJURY, STATING THAT THE
TAXPAYER IDENTIFICATION NUMBER SUPPLIED BY SUCH PARTY TO THE CERTIFYING PERSON
IS CORRECT.
ARTICLE V
INSPECTION OF PROPERTY
SECTION 5.1
COMPLETION OF DUE DILIGENCE.
ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT NOTWITHSTANDING, PURCHASER ACKNOWLEDGES AND AGREES
THAT IT HAS COMPLETED ALL OF ITS DUE DILIGENCE WITH RESPECT TO THE PROPERTY AND
SELLER'S LLC INTERESTS AND PURCHASER HAS NO RIGHT TO TERMINATE THIS AGREEMENT BY
REASON OF ANY DUE DILIGENCE MATTERS (BUT THIS SENTENCE SHALL NOT AFFECT ANY
OTHER TERMINATION RIGHT OF PURCHASER EXPRESSLY PROVIDED HEREIN).
NOTWITHSTANDING THE FOREGOING, PURCHASER AND ITS AUTHORIZED AGENTS, PARTNERS,
LENDERS, OFFICERS, EMPLOYEES, ADVISORS, ATTORNEYS, ACCOUNTANTS, ARCHITECTS,
ENGINEERS AND OTHER REPRESENTATIVES (FOR PURPOSES OF THIS ARTICLE V, THE
"LICENSEE PARTIES") SHALL HAVE THE RIGHT, SUBJECT TO THE PROVISIONS OF THIS
ARTICLE V, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF SECTION 5.3, AND THE
RIGHTS OF SCHWAB AND ITS SUBTENANTS (SCHWAB AND SUCH SUBTENANTS ARE COLLECTIVELY
REFERRED TO HEREIN AS, THE "SCHWAB PARTIES"), TO ENTER UPON THE REAL PROPERTY AT
ALL REASONABLE TIMES DURING NORMAL BUSINESS HOURS TO PERFORM INSPECTIONS AND TO
OTHERWISE EVALUATE THE PROPERTY, INCLUDING, WITHOUT LIMITATION, PHYSICAL TESTING
AND INVASIVE SAMPLING.
PURCHASER WILL PROVIDE TO SELLER NOTICE (FOR PURPOSES OF
THIS SECTION 5.1, AN "ENTRY NOTICE") OF THE INTENTION OF PURCHASER OR THE OTHER
LICENSEE PARTIES TO ENTER THE REAL PROPERTY AT LEAST 24 HOURS PRIOR TO SUCH
INTENDED ENTRY AND SPECIFY THE INTENDED PURPOSE THEREFOR AND THE INSPECTIONS AND
EXAMINATIONS CONTEMPLATED TO BE MADE AND WITH WHOM ANY LICENSEE PARTY WILL
COMMUNICATE.
AT SELLER'S OPTION, SELLER MAY BE PRESENT FOR ANY SUCH ENTRY AND
INSPECTION.
PURCHASER SHALL NOT COMMUNICATE WITH OR CONTACT ANY OF THE SCHWAB
PARTIES OR ANY OF THE AUTHORITIES WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED (OTHER THAN TO
PERMIT SELLER OR ITS REPRESENTATIVE TO PARTICIPATE IN ANY MEETINGS OR CALLS
BETWEEN SCHWAB AND PURCHASER) OR DELAYED.
12
SECTION 5.2
DOCUMENT REVIEW.
(A)
NOTWITHSTANDING THAT PURCHASER HAS COMPLETED ITS DUE DILIGENCE
REVIEW, PURCHASER AND THE LICENSEE PARTIES SHALL HAVE THE CONTINUING RIGHT TO
REVIEW AND INSPECT, AT PURCHASER'S SOLE COST AND EXPENSE, ANY AND ALL OF THE
FOLLOWING WHICH, TO THE EXTENT THE SAME ARE IN SELLER'S AND/OR THE PROPERTY
OWNER'S POSSESSION OR CONTROL (COLLECTIVELY, THE "DOCUMENTS"): ALL