PERFORMING
SURVEYS, PHYSICAL INSPECTIONS, ENGINEERING STUDIES AND ENVIRONMENTAL
11
ASSESSMENTS WHICH BUYER MAY REASONABLY DESIRE ("INVESTIGATIONS").
BUYER SHALL
BE SOLELY RESPONSIBLE FOR ALL OF THE COSTS AND EXPENSES OF ANY INVESTIGATIONS
AND SHALL CONDUCT SUCH INVESTIGATIONS IN GOOD FAITH AND WITH DUE DILIGENCE.
NOTWITHSTANDING THE FOREGOING, WITHOUT SELLER'S PRIOR APPROVAL, WHICH SHALL NOT
BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, BUYER SHALL NOT BE PERMITTED
TO CONDUCT ANY INVESTIGATIONS WHICH INVOLVE INVASIVE OR DESTRUCTIVE TESTING OF
THE PROPERTIES (OR ANY PORTION THEREOF AND INCLUDING, WITHOUT LIMITATION, ANY
BORING OF THE PROPERTIES IN CONNECTION WITH AN ENVIRONMENTAL AUDIT OR OTHERWISE)
OR ANY ALTERATION OF THE PROPERTIES (OR ANY PORTION THEREOF).
IN THE EVENT
SELLERS DO PROVIDE THEIR CONSENT TO ANY SUCH INVASIVE TESTING OR ALTERATION,
BUYER SHALL PROMPTLY RESTORE THE APPLICABLE PROPERTY TO ITS CONDITION
IMMEDIATELY PRIOR TO SUCH TEST OR ALTERATION.
BUYER SHALL PROVIDE SELLERS WITH
EVIDENCE THAT APPLICABLE CONTRACTORS HAVE NAMED SELLERS AND THE MARK WINKLER
COMPANY (THE "MANAGER") AS ADDITIONAL INSUREDS IN THEIR RESPECTIVE INSURANCE
POLICIES, WHICH INSURANCE POLICIES MUST BE APPROVED BY SELLERS IN THEIR
REASONABLE DISCRETION AND MAINTAINED THROUGH THE CLOSING DATE.
BUYER SHALL (X)
FULLY COMPLY WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO PROPERTIES
AND/OR THE INVESTIGATIONS AND ALL OTHER ACTIVITIES UNDERTAKEN IN CONNECTION
THEREWITH, (Y) NOT INTERFERE WITH THE USE, OCCUPANCY, MANAGEMENT, MAINTENANCE OR
OPERATION OF THE PROPERTIES (OR ANY PORTION THEREOF) BY SELLERS,
MANAGER, THE
TENANTS UNDER THE LEASES OR OTHER OCCUPANTS OF THE PROPERTIES (OR ANY OF THEIR
RESPECTIVE AGENTS, REPRESENTATIVES, GUESTS, INVITEES, CONTRACTORS, OR
EMPLOYEES), AND (Z) PERMIT SELLERS TO HAVE A REPRESENTATIVE PRESENT DURING ALL
INVESTIGATIONS UNDERTAKEN HEREUNDER.
WITH AT LEAST TWO (2) BUSINESS DAYS PRIOR
WRITTEN NOTICE FROM BUYER, SELLERS SHALL ARRANGE FOR BUYER TO CONDUCT TENANT
INTERVIEWS, PROVIDED SUCH TENANTS ARE AGREEABLE TO SUCH INTERVIEW, AND SELLERS
SHALL HAVE THE RIGHT TO HAVE A REPRESENTATIVE ACCOMPANY BUYER ON SUCH
INTERVIEWS.
BUYER MAY NOT, HOWEVER, REQUEST ANY GOVERNMENTAL INVESTIGATIONS OR
INSPECTIONS OF THE PROPERTIES; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL
PREVENT BUYER FROM MEETING WITH GOVERNMENTAL AGENCIES TO DISCUSS AND CONFIRM THE
ZONING OF THE PROPERTIES.
BUYER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS SELLERS, MANAGER AND EACH OTHER RELEASED PARTY (AS HEREAFTER DEFINED)
FROM AND AGAINST ANY AND ALL LOSS, COST, EXPENSE, DAMAGE, CLAIM AND LIABILITY
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS),
SUFFERED OR INCURRED BY SELLERS, MANAGER OR ANY OTHER RELEASED PARTY AND ARISING
OUT OF OR IN CONNECTION WITH (I) BUYER AND/OR BUYER'S REPRESENTATIVES ENTRY UPON
THE PROPERTIES, (II) ANY INVESTIGATIONS AND OTHER ACTIVITIES CONDUCTED ON THE
PROPERTIES BY BUYER OR BUYER'S REPRESENTATIVES (BUT NOTHING CONTAINED HEREIN
SHALL IMPOSE ANY LIABILITY ON BUYER SOLELY AS A RESULT OF BUYER'S MERE DISCOVERY
OF A CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL
CONDITIONS), AND (III) ANY LIENS OR ENCUMBRANCES FILED OR RECORDED AGAINST ANY
PROPERTY AS A CONSEQUENCE OF ANY AND ALL INVESTIGATIONS AND OTHER ACTIVITIES
UNDERTAKEN BY BUYER OR BUYER'S REPRESENTATIVES.
BUYER SHALL PROCURE, PRIOR TO
ENTRY UPON THE PROPERTIES,