Common use of Access by Purchaser Clause in Contracts

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Upon execution of this Agreement, Seller shall provide Purchaser and its employees representatives, accountants and representatives shall be afforded counsel, upon reasonable prior notice to Seller, reasonable access to the Property during reasonable business normal hours and upon not less than two (2 ) business days’ prior reasonable notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectivelythe Records and all other documents and other information concerning the Branches, “Purchaser’s Access Rights”)Purchased Assets and Assumed liabilities as Purchaser may reasonably request; provided, however, that in no event all communications shall Purchaser perform be directed to Xxxxx Xxxxxxx or allow to be performed any asbestos, environmental or such other Hazardous Substances (persons as defined herein), investigations, soil borings or penetrations, or other invasive inspections on Xxxxx Xxxxxxx may designate. After the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretionFinal Approval Date, Seller reserves the right to afford shall provide Purchaser and its representatives, accountants and counsel reasonable access to the Property outside of access, during normal business hours and further upon the terms and conditions of this Section 14 two (a). Purchaser shall deliver 2) Business Days’ notice to Seller, within three (3) business days after to the Branches, Bank Employees, depository records, and all other documents and other information concerning the Branches, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that all such requests must be to Xxxxx Xxxxxxx, or such other persons as Xxxxx Xxxxxxx may designate, in writing, to Purchaser’s receipt thereof; and provided, copies further, that a representative of Seller shall be permitted to be present at all written reportstimes and provided, testsfurther, commitments, notes and drawings, if any, received by Purchaser f rom third parties that with respect to the Property. Seller shall have the rightinformation concerning Bank Employees, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute provide Purchaser any questionnaires or information other documents in connection with Purchaser’s inspection than information concerning the name, position, date of hire and salary of the Property Bank Employees, and Seller shall not be obligated required to incur provide Purchaser with access to or copies of any expense with respect to Purchaser’s inspection personnel files or other individualized employee files or documents, all of which shall remain the Property. Purchaser shall not request approval for performance sole property of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during Seller; provided further, however, that, after the Feasibility Period. If such an assessment is recommended under the terms receipt of an environmental Phase I site assessment performed on behalf of Purchaserall Government Approvals, Seller shall have agrees to make Transferred Employees available to be interviewed by Purchaser and to make personnel files for any Transferred Employee available to Purchaser for review to the right, but not extent permitted by law and authorized in writing by the obligation, to conduct Transferred Employee. Notwithstanding the Phase II environmental study and share the results with Purchaser as Seller deems appropriateforegoing, in no event shall Seller be required to provide (a) any information which Seller, in its sole discretion deems proprietary, including without limitation, Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense“credit scoring” system, and Purchaser shall use (and shall instruct all contractorsbranch or credit practices, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. policies or procedures, or staffing models, (b) Purchaser shall restore and/or repair any area on information the Property provision of which to Seller is prohibited by applicable law, (c) any information that is protected by the attorney-client privilege, or (d) its or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneysAffiliates’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,tax returns.

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this th is Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its it s investigations and testing and all activities undertaken in connection therewith and shall sha ll take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnishedfur nished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and an d representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase Phas e II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnishedxxxxxxxx d). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents agen ts and third-parties performing any of tests and studies to use) best efforts to conduct the tests te sts and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged dam aged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) 10.1 Immediately from and after the date of execution of this Agreement and up until the Closing Date, Purchaser shall have the right to conduct, or cause to be conducted, such due diligence investigations, reviews, studies, tests, examinations and analyses of the Properties and Seller as Purchaser shall deem necessary or desirable, in the sole discretion of Purchaser, including, but not limited to, zoning, permits, approvals, contracts, soils analysis, title, survey, financials, leasing, engineering and environmental status of the Properties. Seller shall deliver to Purchaser or, at Purchaser's request, make available to Purchaser or its employees designees, for inspection and representatives shall be afforded reasonable access to the Property copying, at any time during reasonable regular business hours and upon reasonable notice to Seller, all information, documents, materials, instruments, agreements, and contracts relating to the Properties or Seller, to the extent available, including, but not limited to, title commitments and policies, as-built surveys, engineering reports, building and occupancy permits, licenses and inspections, Overleases, Space Leases, insurance policies, environmental reports, tests and other information concerning the Properties and books and records relating to the Properties in Seller's possession. During such period, Purchaser and its designees shall have free access to the Properties during regular business hours and upon reasonable notice of not less than two twenty-four (2 24) business days’ prior notice hours to Seller via e-mail for the purpose of conducting any such due diligence investigations. Seller hereby authorizes Purchaser and its designees to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on consult with governmental agencies concerning the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Properties. 10.2 Purchaser shall deliver obtain appropriate insurance coverage for damage to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes property and drawings, if any, received by Purchaser f rom third parties with respect injury to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken persons in connection with its investigations, and any pre-Closing examination or inspection of the equipment, materials, and substances generated, used or brought onto the Property pose no threat Real Estate. 10.3 Purchaser agrees to the safety or health of persons or the environment, and cause no repair any damage to the Property or other property Properties caused by its investigation of the Properties and to indemnify and hold Seller or other persons. Seller shall not be required to execute harmless from and against any questionnaires or other documents expense, claim, loss, cost and liability (including reasonable attorneys' fees) caused by Purchaser in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its 's investigations or any and all other activities undertaken entry by Purchaser or Purchaser’s representatives on the Properties. Anything contained herein to result in any liensthe contrary notwithstanding, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, foregoing indemnity and hold harmless agreement shall survive the Seller and the Seller Related Parties termination of this Agreement for a period of six (as defined below6) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,months.

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less le ss than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser Purc xxxxx shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account accoun t of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) The Vendor shall permit the Purchaser and its employees representatives, between the date of this Agreement and the Closing Time, without interference to the ordinary conduct of the Businesses, to have free and unrestricted access during normal business hours to (i) the Purchased Assets and to the Employees; (ii) all other locations where Books and Records or other material relevant to the Businesses are stored; (iii) to all the Books and Records and (iv) to the other assets used in the Businesses. The Vendor shall furnish to the Purchaser copies of Books and Records (subject to any confidentiality agreements or covenants relating to any such Books and Records) as the Purchaser shall from time to time reasonably request to enable confirmation of the matters warranted in Article 4. Without limiting the generality of the foregoing, it is agreed that the accounting representatives of the Purchaser shall be afforded reasonable access ample opportunity to make a full investigation of all aspects of the financial affairs of and environmental matters in regards to the Property during reasonable business hours and upon not less than two Vendor in connection with the Businesses. (2 b) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 Notwithstanding subsection (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller Vendor shall not be required to execute disclose any questionnaires information, records, files or other documents in connection with Purchaser’s inspection of data to the Property and Seller shall not be obligated to incur Purchaser where prohibited by any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Periodlaw. If such an assessment any consent of any person or Governmental Authority is recommended under required to permit the terms of an environmental Phase I site assessment performed on behalf of Vendor to release any information to the Purchaser, Seller the Vendor shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct make all contractors, agents and third-parties performing any of tests and studies to use) best reasonable efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Propertyobtain such consent. (bc) Purchaser The Vendor shall restore and/or repair any area on forthwith, upon request by the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives Counsel, execute and deliver to result in the Purchaser all necessary consents to permit the Purchaser to have existing records released to the Purchaser by the municipal building and zoning department, fire department, public works, environmental agencies, the elevator inspections branch of the provincial department of labour and other appropriate authorities as the Purchaser may consider advisable between the date of this Agreement and Closing. Such consents will authorize and direct the release of information to the Purchaser. The Purchaser will not request any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record inspections by any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,Governmental Authority .

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if anya ny, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of o f a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result resu lt in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account accou nt of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxx Xxxxxxx at xxxxxxx.xxxxxxx@xxxxxxxxxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Upon execution of this Agreement, Seller shall provide Purchaser and its employees representatives, accountants and representatives shall be afforded counsel, upon reasonable prior notice to Seller, reasonable access to the Property during reasonable business normal hours and upon not less than two (2 ) business days’ prior reasonable notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectivelythe Records and all other documents and other information concerning the Branches, “Purchaser’s Access Rights”)Purchased Assets and Assumed liabilities as Purchaser may reasonably request; provided, however, that in no event all communications shall Purchaser perform be directed to Pxxxx Xxxxxxx or allow to be performed any asbestos, environmental or such other Hazardous Substances (persons as defined herein), investigations, soil borings or penetrations, or other invasive inspections on Pxxxx Xxxxxxx may designate. After the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretionFinal Approval Date, Seller reserves the right to afford shall provide Purchaser and its representatives, accountants and counsel reasonable access to the Property outside of access, during normal business hours and further upon the terms and conditions of this Section 14 two (a). Purchaser shall deliver 2) Business Days’ notice to Seller, within three (3) business days after to the Branches, Bank Employees, depository records, and all other documents and other information concerning the Branches, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that all such requests must be to Pxxxx Xxxxxxx, or such other persons as Pxxxx Xxxxxxx may designate, in writing, to Purchaser’s receipt thereof; and provided, copies further, that a representative of Seller shall be permitted to be present at all written reportstimes and provided, testsfurther, commitments, notes and drawings, if any, received by Purchaser f rom third parties that with respect to the Property. Seller shall have the rightinformation concerning Bank Employees, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute provide Purchaser any questionnaires or information other documents in connection with Purchaser’s inspection than information concerning the name, position, date of hire and salary of the Property Bank Employees, and Seller shall not be obligated required to incur provide Purchaser with access to or copies of any expense with respect to Purchaser’s inspection personnel files or other individualized employee files or documents, all of which shall remain the Property. Purchaser shall not request approval for performance sole property of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during Seller; provided further, however, that, after the Feasibility Period. If such an assessment is recommended under the terms receipt of an environmental Phase I site assessment performed on behalf of Purchaserall Government Approvals, Seller shall have agrees to make Transferred Employees available to be interviewed by Purchaser and to make personnel files for any Transferred Employee available to Purchaser for review to the right, but not extent permitted by law and authorized in writing by the obligation, to conduct Transferred Employee. Notwithstanding the Phase II environmental study and share the results with Purchaser as Seller deems appropriateforegoing, in no event shall Seller be required to provide (a) any information which Seller, in its sole discretion deems proprietary, including without limitation, Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense“credit scoring” system, and Purchaser shall use (and shall instruct all contractorsbranch or credit practices, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. policies or procedures, or staffing models, (b) Purchaser shall restore and/or repair any area on information the Property provision of which to Seller is prohibited by applicable law, (c) any information that is protected by the attorney-client privilege, or (d) its or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneysAffiliates’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,tax returns.

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, EJ Johallari at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and a nd third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (ba) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs co sts or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx and Xxxxxxxxx X. Xxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxx.xxxxxxxx@xxxxxxxxxx.xxx and xxxxxxxxx.xxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or o r indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after PurchaserPurchaser ’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxx.xxxxxxxx@xx.xxx.xxx, with copies to Xxxxxx Xxxxxxxx at xxxxxx.xxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property Prop erty disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereofthereo f, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and an d representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractorscontra ctors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxxx.Xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxxxxx X. Xxxxxx at xxxxxxxxx.xxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (ba) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,