CONDITIONED, AND PURCHASER MAY, AT ITS OWN COST, PARTICIPATE IN THE DEFENSE AND
ALL RELATED SETTLEMENT NEGOTIATIONS AND MAY RETAIN INDEPENDENT COUNSEL AT ITS
OWN EXPENSE); (iii) PURCHASER PROVIDING THE VENDOR WITH REASONABLE ACCESS TO THE
PROPERTY TO CONDUCT REASONABLY NECESSARY TESTS AND INVESTIGATIONS AND PERFORM
REMEDIAL WORK AS REASONABLY NECESSARY TO MEET ITS OBLIGATIONS UNDER THIS CLAUSE
7; AND (iv) PURCHASER PROVIDING THE VENDOR WITH REASONABLE ACCESS TO INFORMATION
WITHIN PURCHASER'S POSSESSION, AND AUTHORITY AS REASONABLY REQUESTED BY THE
VENDOR IN PERFORMING ITS OBLIGATIONS UNDER THIS CLAUSE 7.
7.04 NOTWITHSTANDING THE FOREGOING, THE VENDOR'S OBLIGATIONS OF DEFENSE AND
INDEMNITY UNDER THIS CLAUSE 7 EXPRESSLY EXCLUDE CLAIMS FOR LOSS OF PROFITS OR
PERCEIVED LOSS OF PROFITS UNRELATED TO THE SALE OR LEASE OF THE PROPERTY OR ANY
DELAYS CAUSED BY TIMELY REMEDIATION OF ANY HAZARDOUS SUBSTANCE AS MAY BE
REQUIRED TO FULFILL ITS OBLIGATIONS UNDER THIS CLAUSE 7; PROVIDED, HOWEVER, SUCH
LIMITATIONS SHALL NOT BE APPLICABLE TO THE EXTENT SUCH LIABILITY AROSE AS A
DIRECT RESULT OF THE VENDOR'S UNCURED OR UNCUREABLE BREACH OF A MATERIAL
REPRESENTATION, WARRANTY OR TERM UNDER THIS AGREEMENT. FURTHER, THE VENDOR'S
OBLIGATIONS OF DEFENSE AND INDEMNITY UNDER THIS CLAUSE 7 SHALL NOT EXCEED THE
AMOUNT OF THE PURCHASE PRICE FOR THE FOLLOWING: ANY REDUCTION IN VALUE OF THE
PROPERTY OR PERCEIVED REDUCTION IN VALUE OF THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, ANY REDUCTION IN VALUE RELATING TO THE SALE OR LEASE OF THE
PROPERTY), STIGMA OF THE PROPERTY, INABILITY TO SELL, LEASE OR FINANCE THE
PROPERTY OR ANY PART THEREOF, INABILITY TO USE THE PROPERTY OR CONSTRUCT
IMPROVEMENTS THEREON OR ANY PART THEREOF.
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7.05 FOR THE AVOIDANCE OF DOUBT, PURCHASER'S INDEMNIFIED PARTIES SHALL NOT
INCLUDE ANY SUBSEQUENT PURCHASER OF THE PROPERTY OR ANY LIENHOLDER, MORTGAGOR OR
FINANCING PARTY, CONTRACTOR OR LEASEHOLDER.
7.06 Upon satisfaction of any Claim pursuant to this Clause 7, the Vendor's
rights and remedies shall be subrogated to all rights and remedies of the
Purchaser against any third party with respect to such Claim; provided that such
right of subrogation shall be limited in amount to the amount actually received
by or paid on behalf of the Purchaser from or by the Vendor with respect to such
Claim; and provided, further, that any Claim by Purchaser against any such third
party resulting from such right of subrogation shall be subordinated to any
Claim of Vendor against such third party for amounts in excess of the amount
actually received by Purchaser from the Vendor pursuant to this Clause 7.
8. NON-REGISTRATION OF TRANSFERS
8.01 Notwithstanding anything in this Agreement, if the Purchaser cannot be
registered as the registered proprietor of the Property free and clear from all
Encumbrances (other than the Permitted Encumbrances) for any reason whatsoever
(save and except for the default of the Purchaser of any of its obligations
hereunder) within 12 months after the Completion Date, the Vendor shall, within
seven (7) days of written notice to the Vendor of the non-registration,
surrender or cause to be surrendered the