AGREES THAT SELLER
SHALL DELIVER TO BUYER OR GIVE BUYER ACCESS TO ALL OF THE SELLER DELIVERIES.
SELLER SHALL NOT INTENTIONALLY WITHHOLD FROM BUYER ANY OR ALL OF THE SELLER
DELIVERIES.
SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO
THE ACCURACY OF ANY OF THE SELLER DELIVERIES THAT HAVE BEEN PREPARED BY THIRD
PARTIES, RATHER THAN BY SELLER.
SELLER DOES REPRESENT AND WARRANT, THAT TO THE
BEST OF ITS KNOWLEDGE, ALL OF THE SELLER DELIVERIES PREPARED BY SELLER, ITSELF,
ARE ACCURATE, IN ALL MATERIAL RESPECTS.
6.2
PHYSICAL INSPECTION. SUBJECT TO THE LEASES,
ANY RESTRICTIONS UNDER ANY RESTRICTIONS OF RECORD AND APPLICABLE LAWS, BUYER AND
ITS AGENTS SHALL HAVE THE RIGHT, FROM TIME TO TIME PRIOR TO THE CLOSING DURING
NORMAL BUSINESS HOURS, TO ENTER UPON THE PROPERTY TO EXAMINE THE SAME AND THE
CONDITION THEREOF, AND TO CONDUCT SUCH SURVEYS AND TO MAKE SUCH ENGINEERING AND
OTHER INSPECTIONS, TESTS AND STUDIES AS BUYER SHALL DETERMINE TO BE REASONABLY
NECESSARY, ALL AT BUYER'S SOLE COST AND EXPENSE, INCLUDING, WITHOUT LIMITATION,
A PHASE I ENVIRONMENTAL REPORT AND A ROOF SURVEY AND REPORT.
NOTWITHSTANDING
THE FOREGOING, BUYER SHALL NOT CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE TESTING
OF, ON OR UNDER THE PROPERTY WITHOUT SELLER'S PRIOR WRITTEN CONSENT, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
BUYER AGREES TO GIVE
SELLER REASONABLE ADVANCE NOTICE OF SUCH EXAMINATIONS OR SURVEYS AND TO CONDUCT
SUCH EXAMINATIONS OR SURVEYS DURING NORMAL BUSINESS HOURS TO THE EXTENT
PRACTICABLE.
BUYER AGREES TO CONDUCT ALL
14
EXAMINATIONS AND SURVEYS OF THE PROPERTY IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND IN A MANNER THAT WILL NOT INTERFERE WITH THE OPERATIONS OF SELLER OR TENANTS
THEREON AND WILL NOT HARM OR DAMAGE THE PROPERTY OR CAUSE ANY CLAIM ADVERSE TO
SELLER OR ANY TENANT, AND AGREES TO RESTORE THE PROPERTY TO ITS CONDITION PRIOR
TO ANY SUCH EXAMINATIONS OR SURVEYS IMMEDIATELY AFTER CONDUCTING THE SAME.
BUYER SHALL NOT CONTACT ANY TENANTS OR GOVERNMENTAL OR QUASI GOVERNMENTAL
AUTHORITIES CONCERNING THE PROPERTY WITHOUT SELLER'S PRIOR WRITTEN CONSENT,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AND SELLER SHALL
HAVE THE RIGHT TO BE PRESENT DURING ANY SUCH CONTACTS.
SELLER ACKNOWLEDGES THAT
BUYER INTENDS TO CONDUCT TENANT INTERVIEWS THROUGHOUT THE PROPERTY.
BUYER
HEREBY INDEMNIFIES AND HOLDS SELLER AND ANY AGENT, ADVISOR, REPRESENTATIVE,
AFFILIATE, EMPLOYEE, DIRECTOR, PARTNER, MEMBER, BENEFICIARY, INVESTOR, SERVANT,
SHAREHOLDER, SUBSIDIARY, TRUSTEE OR OTHER PERSON OR ENTITY ACTING ON SELLER'S
BEHALF OR OTHERWISE RELATED TO OR AFFILIATED WITH SELLER (COLLECTIVELY, "SELLER
RELATED PARTIES") HARMLESS FROM AND AGAINST ANY CLAIMS FOR INJURY OR DEATH TO
PERSONS, DAMAGE TO PROPERTY OR OTHER LOSSES, DAMAGES (ACTUAL, BUT NOT
CONSEQUENTIAL) OR CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS OF ANY TENANT(S)
THEN IN POSSESSION, AND INCLUDING, WITHOUT LIMITATION,, IN EACH INSTANCE,
ATTORNEYS' FEES AND LITIGATION COSTS, ACTUALLY SUFFERED OR INCURRED BY ANY OR
ALL OF THE SELLER RELATED PARTIES AND DIRECTLY ARISING OUT OF (I) ANY ACTION OF
ANY PERSON OR FIRM ENTERING THE PROPERTY ON BUYER'S BEHALF AS AFORESAID OR
(II) ANY BREACH