BY BUYER OF ITS OBLIGATIONS UNDER THIS SECTION, WHICH INDEMNITY
SHALL SURVIVE THE CLOSING AND ANY TERMINATION OF THIS AGREEMENT.
PRIOR TO, AND
AS A CONDITION TO ANY ENTRY ON THE PROPERTY BY BUYER OR ITS AGENTS FOR THE
PURPOSES SET FORTH IN THIS SECTION 6.3, BUYER SHALL DELIVER TO SELLER A
CERTIFICATE OF INSURANCE EVIDENCING COMPREHENSIVE GENERAL LIABILITY (INCLUDING
COVERAGE FOR CONTRACTUAL INDEMNITIES) WITH A COMBINED SINGLE LIMIT OF AT LEAST
$2,000,000.00, IN A FORM REASONABLY ACCEPTABLE TO SELLER, COVERING ANY ACCIDENT
OR DAMAGE ARISING IN CONNECTION WITH BUYER OR AGENTS OF BUYER ON THE PROPERTY,
AND NAMING SELLER AS AN ADDITIONAL INSURED.
BUYER WILL PROVIDE A COPY OF ANY
WRITTEN INSPECTION, TEST, REPORT OR SUMMARY TO SELLER UPON SELLER'S WRITTEN
REQUEST THEREFOR.
6.3
FORMAL INSPECTION PERIOD.
BUYER'S
OBLIGATION TO CLOSE UNDER THIS AGREEMENT IS SUBJECT TO AND CONDITIONED UPON
BUYER'S INVESTIGATION AND STUDY OF AND SATISFACTION WITH THE PROPERTY AS SET
FORTH IN THIS SECTION 6.
BUYER SHALL HAVE UNTIL 6:00 P.M. E.S.T. ON THE
INSPECTION DATE IN WHICH TO MAKE SUCH INVESTIGATIONS AND STUDIES WITH RESPECT TO
THE PROPERTY AS BUYER DEEMS APPROPRIATE AND TO TERMINATE THIS AGREEMENT, BY
WRITTEN NOTICE DELIVERED TO SELLER AND ESCROW AGENT IF BUYER IS NOT, FOR ANY
REASON, SATISFIED WITH THE PROPERTY IN WHICH CASE THE EARNEST MONEY SHALL BE
RETURNED BY ESCROW AGENT TO BUYER WITHOUT ANY FURTHER ACTION (INCLUDING, BUT NOT
LIMITED TO, ANY CONSENT OF, OR DIRECTION FROM, SELLER), AND NEITHER PARTY SHALL
HAVE ANY FURTHER OBLIGATIONS HEREUNDER EXCEPT FOR THOSE OBLIGATIONS OF BUYER SET
FORTH IN SECTIONS 6.3 AND 6.5.
IF BUYER FAILS TO DELIVER WRITTEN NOTICE TO
SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT ON OR BEFORE 6:00 P.M. E.S.T.
ON THE INSPECTION DATE, THEN BUYER'S TERMINATION RIGHTS UNDER THIS SECTION 6
SHALL BE DEEMED TO HAVE BEEN WAIVED BY BUYER, THE EARNEST MONEY SHALL BE
NON-REFUNDABLE (UNLESS SELLER DEFAULTS AS PROVIDED HEREIN OR UNLESS ANY
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE, AS SUCH CONDITIONS
PRECEDENT ARE SPECIFICALLY PROVIDED UNDER THIS AGREEMENT, ARE NOT SATISFIED OR
WAIVED BY BUYER), AND THE PARTIES SHALL PROCEED WITH THE TRANSACTION PURSUANT TO
THE REMAINING TERMS AND CONDITIONS OF THIS AGREEMENT.
6.4
CONFIDENTIALITY.
BUYER AND ITS
REPRESENTATIVES SHALL HOLD IN CONFIDENCE ALL DATA AND INFORMATION NOT AVAILABLE
IN THE PUBLIC DOMAIN (OR OTHERWISE MADE PUBLIC BY ANY PARTY OTHER THAN BUYER AND
ITS REPRESENTATIVES) RELATING TO SELLER OR ITS BUSINESS, WHETHER OBTAINED BEFORE
OR
15
AFTER THE EXECUTION AND DELIVERY OF THIS AGREEMENT PURSUANT TO THE
CONFIDENTIALITY AGREEMENT WHICH IS INCORPORATED HEREIN AND WHICH BUYER HEREBY
REAFFIRMS, SUBJECT, HOWEVER, TO THE FINAL SENTENCE OF SECTION 18.3.
IN THE
EVENT OF A BREACH OR THREATENED BREACH BY BUYER OR ITS REPRESENTATIVES OF THIS
SECTION 6.5, SELLER SHALL BE ENTITLED TO ALL REMEDIES SET FORTH IN THE
CONFIDENTIALITY AGREEMENT.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS
PROHIBITING SELLER FROM PURSUING ANY OTHER AVAILABLE REMEDY AT LAW OR IN EQUITY
FOR SUCH BREACH OR THREATENED BREACH OF THE CONFIDENTIALITY