CONDITIONED OR DELAYED.
IF PURCHASER DESIRES TO PERFORM
ANY INVASIVE TESTS, PURCHASER SHALL GIVE PRIOR WRITTEN NOTICE THEREOF TO
SELLERS' REPRESENTATIVE, WHICH NOTICE SHALL BE ACCOMPANIED BY A REASONABLY
DETAILED DESCRIPTION AND PLAN OF THE INVASIVE TESTS PURCHASER DESIRES TO PERFORM
(INCLUDING THE LOCATION OF ANY SOIL PENETRATIONS, BORINGS AND THE LIKE).
FURTHER, SELLERS' REPRESENTATIVE SHALL HAVE THE RIGHT, WITHOUT LIMITATION, TO
DISAPPROVE ANY AND ALL ENTRIES, SURVEYS, TESTS (INCLUDING, WITHOUT LIMITATION, A
PHASE II ENVIRONMENTAL STUDY OF ITS PROPERTY), INVESTIGATIONS AND OTHER MATTERS
THAT IN SUCH SELLERS' REPRESENTATIVE'S REASONABLE JUDGMENT COULD RESULT IN ANY
INJURY TO ITS PROPERTY OR BREACH OF ANY CONTRACT, OR EXPOSE THE APPLICABLE
SELLER TO ANY LOSSES OR VIOLATION OF APPLICABLE LAW, OR OTHERWISE ADVERSELY
AFFECT SUCH PROPERTY OR SUCH SELLER'S INTEREST THEREIN.
PURCHASER SHALL, AT
PURCHASER'S SOLE COST AND EXPENSE, DISPOSE OF ANY HAZARDOUS MATERIALS WHICH HAVE
BEEN SPECIFICALLY REMOVED FROM OR AT THE PROPERTIES BY PURCHASER OR ITS AGENTS,
REPRESENTATIVES, EMPLOYEES OR DESIGNEES IN CONNECTION WITH PURCHASER'S
ENVIRONMENTAL STUDIES AT ITS SOLE COST AND EXPENSES IN ACCORDANCE WITH ALL
APPLICABLE ENVIRONMENTAL LAWS, WHICH OBLIGATION SHALL SURVIVE THE TERMINATION OF
THIS CONTRACT.
PURCHASER SHALL USE REASONABLE EFFORTS TO MINIMIZE DISRUPTION TO
TENANTS IN CONNECTION WITH PURCHASER'S OR ITS CONSULTANTS' ACTIVITIES PURSUANT
TO THIS SECTION.
NO CONSENT BY SELLERS' REPRESENTATIVE TO ANY SUCH ACTIVITY
SHALL BE DEEMED TO CONSTITUTE A WAIVER BY THE APPLICABLE SELLER OR ASSUMPTION OF
LIABILITY OR RISK BY SUCH SELLER.
IF THE CLOSING SHALL NOT OCCUR, PURCHASER
HEREBY AGREES TO RESTORE, AT PURCHASER'S SOLE COST AND EXPENSE, EACH PROPERTY TO
SUBSTANTIALLY THE SAME CONDITION EXISTING IMMEDIATELY PRIOR TO PURCHASER'S
EXERCISE OF ITS RIGHTS PURSUANT TO THIS ARTICLE III, AS REASONABLY PRACTICABLE.
PURCHASER SHALL MAINTAIN AND CAUSE ITS THIRD PARTY CONSULTANTS TO MAINTAIN (A)
CASUALTY INSURANCE AND COMMERCIAL GENERAL LIABILITY INSURANCE WITH COVERAGES OF
NOT LESS THAN $1,000,000.00 FOR INJURY OR DEATH TO ANY ONE PERSON AND
$3,000,000.00 FOR INJURY OR DEATH TO MORE THAN ONE PERSON AND $1,000,000.00 WITH
RESPECT TO PROPERTY DAMAGE, AND (B) WORKERS' COMPENSATION INSURANCE FOR ALL OF
THEIR RESPECTIVE EMPLOYEES IN ACCORDANCE WITH THE LAW OF THE STATE IN WHICH THE
PROPERTIES ARE LOCATED.
PURCHASER SHALL DELIVER PROOF OF THE INSURANCE COVERAGE
REQUIRED PURSUANT TO THIS SECTION 3.4.2 TO SELLERS' REPRESENTATIVE (IN THE FORM
OF A CERTIFICATE OF INSURANCE) PRIOR TO THE EARLIER TO OCCUR OF (I) PURCHASER'S
OR PURCHASER'S CONSULTANTS' ENTRY ONTO ANY OF THE PROPERTIES, OR (II) THE
EXPIRATION OF 5 DAYS AFTER THE EFFECTIVE DATE.
3.5
PROPERTY MATERIALS
3.5.1
WITHIN 5 BUSINESS DAYS AFTER THE EFFECTIVE DATE, AND TO THE EXTENT THE
SAME HAVE NOT ALREADY BEEN PROVIDED BY SELLERS TO PURCHASER, EACH SELLER AGREES
TO DELIVER TO PURCHASER COPIES OF ALL RELEVANT DOCUMENTS AND INFORMATION
CONCERNING ITS PROPERTY THAT ARE IN SUCH SELLER'S POSSESSION OR REASONABLE
CONTROL, OTHER THAN SUCH DOCUMENTS AND INFORMATION THAT ARE CONFIDENTIAL OR
PROPRIETARY (COLLECTIVELY, THE "MATERIALS").
THE MATERIALS DELIVERED TO
PURCHASER SHALL INCLUDE, WITHOUT LIMITATION, (I) EACH SELLER'S FORM OF
RESIDENTIAL LEASE AGREEMENT USED AT ITS PROPERTY, (II)