Common use of Access to the Business Clause in Contracts

Access to the Business. The Seller hereby acknowledges that the Purchaser and its Representatives (collectively, the “Purchaser Group”) may continue their due diligence investigation of the business, operations and affairs of the Business through and until the First Closing Date. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 2004, 2005, 2006 and 2007 year-to-date), current personnel records, and Stores and other facilities of the Business, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release the Seller from the representations and warranties made by it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations as Purchaser shall deem appropriate; provided, however, that the Person conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the expense of such testing and shall immediately provide to Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the extent that Seller or Purchaser has a reporting obligation with regard to any such matters. The Seller will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possession. In conducting any investigation pursuant to this Agreement, Purchaser: (i) shall use its best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Laws, upon the completion of any investigation (unless Remediation is conducted by Seller, at Seller’s election, pursuant to Sections 7.7 and 11.3(a) and restoration of the Real Property to substantially the same condition prior to such investigation would interfere with or conflict with such Remediation), Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold harmless Seller and will reimburse Seller for Damages to the extent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property and any investigation of the Real Property by Purchaser and/or its Representatives conducted pursuant to this Section 7.6 and Section 7.7, but excluding Damages arising out of the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other written surveys, inspections, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigations.

Access to the Business. The Seller hereby acknowledges that the Purchaser Purchaser, its Affiliates, and its their respective Representatives (collectively, the “"Purchaser Group”") may continue their due diligence investigation of the business, operations and affairs of the Business through and until the First Closing DateClosing. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 20041995, 20051996, 2006 1997 and 2007 1998 year-to-date), ) and current personnel records, and Stores and other facilities of the Business, Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release the Seller from the representations and warranties made by it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations investigations, including Phase I and Phase II analysis and testing, as Purchaser shall shall, in its sole discretion, deem appropriate; provided, however, that the Person conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the expense any cost of such testing investigation, analysis and shall immediately provide to Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the extent that Seller or Purchaser has a reporting obligation with regard to any such matterstesting. The Seller will immediately deliver has delivered to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possessionStore. In conducting any investigation pursuant to this AgreementNotwithstanding the foregoing, Purchaser: (i) shall use its best efforts 's right to minimize interference with Seller’s Business; (ii) subject to applicable Laws, enter upon the completion of any investigation (unless Remediation is conducted by Seller, at Seller’s election, pursuant to Sections 7.7 and 11.3(a) and restoration of conduct tests upon the Real Property is expressly made subject to substantially the same condition prior following terms and conditions. Any entry upon the Third Party Real Property, or any other property owned or leased by a party other than Seller or an Affiliate of Seller, is conditioned upon Seller's ability to obtain consents from the owner and lessee. Seller shall not be obligated to obtain any such investigation would interfere with consent, but shall exercise reasonable efforts to do so. Any samples and testing will be undertaken only at locations and in a manner that will not damage any improvements, equipment or conflict with such Remediation)utilities, and Purchaser shall reasonably restore first verify the Real Property location of all utilities, equipment and improvements to substantially the same condition prior to insure that no damage will occur. Purchaser shall undertake all such investigationwork through SPATCO Environmental, except that any groundwater monitoring xxxxx need only be closed Inc., Charlotte, North Carolina, or through another licensed engineering firm, in accordance with applicable Laws; (iii) legal requirements and in a manner that minimizes any disruption to the Real Property and operations thereon. Purchaser shall indemnify notify Seller of the date on which any entry upon the Real Property shall occur hereunder. Promptly upon completion of any entry upon the Real Property hereunder, Purchaser shall repair any damage caused by such entry. Purchaser shall remove from the Real Property and properly dispose of, in accordance with all applicable legal requirements, any waste materials generated in connection with sampling work. Purchaser shall indemnify, defend and hold harmless Seller and will reimburse the Seller for Damages to the extent caused by Purchaser and/or its Representatives in connection with its Indemnified Parties from and against any and all liabilities, damages, claims, demands, costs and expenses of every kind (including, without limitation, reasonable attorneys' fees) arising out of entry on upon the Real Property and or any investigation of the Real Property by Purchaser and/or its Representatives conducted other property pursuant to this Section 7.6 and Section 7.7, but excluding Damages arising out of the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other written surveys, inspections, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigations7.6.

Access to the Business. The Seller hereby acknowledges that Vendor shall forthwith make available to the Purchaser and its Representatives (collectively, the “Purchaser Group”) may continue their due diligence investigation of the business, operations and affairs of the Business through and until the First Closing Date. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation authorized representatives and, upon reasonable prior noticeif requested by the Purchaser, shall afford provide a copy to the Purchaser Group reasonable accessof all title documents, during normal business hours contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and at other reasonable times, to the sales records (for 2004, 2005, 2006 and 2007 year-to-date), current personnel records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and Stores and all other facilities of the Businessdocuments, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary information or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings data relating to the Business. Except as provided in Section 7.7 The Vendor shall afford the Purchaser and Section 7.8 or as otherwise provided in this Agreementits authorized representatives every reasonable opportunity to have free and unrestricted access to the property, none assets, undertaking, records and documents of the information furnished hereunder Business. At the request of the Purchaser, the Vendor shall execute or obtained by the Purchaser Group during its due diligence investigation cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of the Business or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any way release such meetings as the Seller from Purchaser should reasonably request with: (a) all employees of the representations and warranties made by it in this AgreementBusiness; (b) customers, subject suppliers, distributors or others who have or have had a business relationship with the Business; and (c) auditors, attorneys or any other persons engaged or previously engaged to limitations contained hereinprovide services to the Business who have knowledge of matters relating to the Business. In particular, including but not limited without limitation, the Vendor shall permit the Purchaser's representatives or consultants to Section 12.4(a)conduct such physical review of the inventory of the Business as is necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. Commencing on the day following the date The exercise of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations as Purchaser shall deem appropriate; provided, however, that the Person conducting such activities any rights of inspection by or on behalf of the Purchaser under this Subsection shall not mitigate or otherwise affect the representations and warranties of the Vendor and Xxxxx hereunder, which shall continue in full force and effect. In exercising its rights hereunder the Purchaser shall use its best reasonable commercial efforts to minimize any damage to avoid interfering with the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the expense of such testing and shall immediately provide to Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except Business to the extent that Seller or Purchaser has a reporting obligation reasonably practical consistent with regard the need to any such matters. The Seller will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possession. In conducting any investigation pursuant to this Agreement, Purchaser: (i) shall use complete its best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Laws, upon the completion of any investigation (unless Remediation is conducted by Seller, at Seller’s election, pursuant to Sections 7.7 and 11.3(a) and restoration review of the Real Property to substantially Business and the same condition prior to such investigation would interfere with or conflict with such Remediation), Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold harmless Seller and will reimburse Seller for Damages to the extent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property and any investigation of the Real Property by Purchaser and/or its Representatives conducted pursuant to this Section 7.6 and Section 7.7, but excluding Damages arising out of the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other written surveys, inspections, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigationsAssets.

Access to the Business. The Seller Sellers hereby acknowledges agree that the Purchaser Purchaser, its Affiliates, and its their respective Representatives (collectively, the “"Purchaser Group”") may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such through and until the First Closing DateClosing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable timestimes mutually agreed upon, to all records and documents of the Business, including, without limitation, the sales records (for 20041995, 20051996, 2006 1997 and 2007 1998 year-to-date), ) and current personnel records, and at the Stores and other facilities of the Business, Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller Sellers shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller Sellers shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release the any Seller from the from, or modify, limit, or restrict, representations and warranties made by it any Seller in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed to make such conduct Phase I environmental and other engineering investigations investigations, as Purchaser shall shall, in its sole discretion, deem appropriate; provided. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, that the Person Purchaser shall provide the appropriate Seller with the proposed scope of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event testing. Such consent shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Propertylimit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear the expense any cost of such testing investigation, analysis and shall immediately provide to Seller copies of any and all reports generated therefromtesting. The Purchaser Sellers warrant and Seller hereby acknowledge and agree represent that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the extent that Seller or Purchaser has a reporting obligation with regard to any such matters. The Seller will immediately deliver they have delivered to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third partiesany Person, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possession. In conducting any investigation pursuant to this Agreement, Purchaser: (i) shall use its best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Laws, upon the completion of any investigation (unless Remediation is conducted by Seller, at Seller’s election, pursuant to Sections 7.7 and 11.3(a) and restoration of the Real Property to substantially the same condition prior to such investigation would interfere with or conflict with such Remediation), Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold harmless Seller and will reimburse Seller for Damages to the extent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property and any investigation of the Real Property by Purchaser and/or its Representatives conducted pursuant to this Section 7.6 and Section 7.7, but excluding Damages arising out of the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other written surveys, inspections, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigationsStore.

Access to the Business. The Seller hereby acknowledges that DMR will forthwith make available to the Purchaser and its Representatives (collectivelyauthorized representatives and, if requested by the “Purchaser, provide a copy to the Purchaser Group”) may continue their due diligence investigation of all title documents, contracts, financial statements, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to DMR and the business, operations and affairs of the Business through and until the First Closing DateBusiness. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall Vendors will afford the Purchaser Group and its authorized representatives every reasonable access, during normal business hours opportunity to have free and at other reasonable times, unrestricted access to the sales property, assets, undertaking, records (for 2004, 2005, 2006 and 2007 year-to-date), current personnel records, and Stores and other facilities documents of DMR. At the request of the BusinessPurchaser, in order that the Vendors will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of DMR or to enable the Purchaser Group may have or its authorized representatives to obtain full access to all files and records relating to any of the opportunity to make such investigations thereof as it shall deem necessary assets of DMR maintained by governmental or desirableother public authorities. Upon At the Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish Vendors will co-operate with the Purchaser Group with in arranging any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist such meetings as the Purchaser Group in contacting and communicating should reasonably request with: (a) all employees of the DMR; (b) customers, suppliers, distributors or others who have or have had a business relationship with their independent accountantsDMR; and (c) auditors, suppliers and solicitors or any other Persons having dealings persons engaged or previously engaged to provide services to DMR who have knowledge of matters relating to the Business. Except as provided in Section 7.7 and Section 7.8 ; In particular, without limitation, the Vendors will permit the Purchaser’s representatives or as otherwise provided in this Agreement, none consultants to conduct such physical review of the information furnished hereunder or obtained by inventory of DMR as is necessary so as to enable the Purchaser Group during its due diligence investigation confirmation of the Business shall in condition of such inventory, to the reasonable satisfaction of the Purchaser. The exercise of any way release the Seller from the representations and warranties made by it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date rights of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations as Purchaser shall deem appropriate; provided, however, that the Person conducting such activities inspection by or on behalf of the Purchaser shall under this Subsection will not mitigate or otherwise affect the representations and warranties of the Vendors hereunder, which will continue in full force and effect. In exercising its rights hereunder the Purchaser will use its best reasonable commercial efforts to minimize any damage to avoid interfering with the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the expense of such testing and shall immediately provide to Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except Business to the extent that Seller or Purchaser has a reporting obligation reasonably practical consistent with regard the need to any such matters. The Seller will immediately deliver to the Purchaser copies complete its review of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possession. In conducting any investigation pursuant to this Agreement, Purchaser: (i) shall use its best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Laws, upon the completion of any investigation (unless Remediation is conducted by Seller, at Seller’s election, pursuant to Sections 7.7 and 11.3(a) and restoration of the Real Property to substantially the same condition prior to such investigation would interfere with or conflict with such Remediation), Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold harmless Seller and will reimburse Seller for Damages to the extent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property and any investigation of the Real Property by Purchaser and/or its Representatives conducted pursuant to this Section 7.6 and Section 7.7, but excluding Damages arising out of the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other written surveys, inspections, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigationsDMR.

Access to the Business. The Seller hereby acknowledges that the Purchaser Purchaser, its Affiliates, and its their respective Representatives (collectively, the “"Purchaser Group”") may continue their due diligence investigation of the business, operations and affairs of the Business through and until the First Closing DateClosing. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 20041996, 2005, 2006 1997 and 2007 1998 year-to-date), current personnel records, and Stores and other facilities of the Business, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release the Seller from the representations and warranties made by it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, the Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations investigations, including Phase I and Phase II analysis and testing, as Purchaser shall shall, in its sole discretion, deem appropriate; provided. Prior to conducting any soil or groundwater testing, however, that the Person conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to provide the Real Property and interference Seller with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any proposed scope of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Propertysuch testing. Purchaser shall bear the expense of such testing analysis and testing, and shall immediately provide to indemnify Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 damages caused by such analysis and 11.1 herein, except to the extent that Seller or Purchaser has a reporting obligation with regard to any such matterstesting. The Seller will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possession. In conducting any investigation pursuant to this Agreement, Purchaser: (i) shall use its best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Laws, upon the completion of any investigation (unless Remediation is conducted by Seller, at Seller’s election, pursuant to Sections 7.7 and 11.3(a) and restoration of the Real Property to substantially the same condition prior to such investigation would interfere with or conflict with such Remediation), Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold harmless Seller and will reimburse Seller for Damages to the extent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property and any investigation of the Real Property by Purchaser and/or its Representatives conducted pursuant to this Section 7.6 and Section 7.7, but excluding Damages arising out of the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other written surveys, inspections, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigationsStore.

Access to the Business. The Seller hereby acknowledges that the Purchaser Purchaser, its Affiliates, and its their respective Representatives (collectively, the “"Purchaser Group”") may continue their due diligence investigation of the business, operations and affairs of the Business through and until the First Closing DateClosing. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 20041995, 20051996, 2006 1997 and 2007 1998 year-to-date), ) and current personnel recordsrecords relating to the Stores or the Business, and Stores and other facilities of the Business, Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release the Seller from the representations and warranties made by it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed at reasonable times on notice to Seller, to make such environmental and other engineering investigations investigations, including Phase I and Phase II analysis and testing, as Purchaser shall shall, in its sole discretion, deem appropriate; provided, however, that the Person conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the cost and expense of such testing and shall immediately provide to testing. To the best of Seller's Knowledge, the Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the extent that Seller or Purchaser has a reporting obligation with regard to any such matters. The Seller will immediately deliver delivered to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, which is in its possession. Seller also will, upon Purchaser's reasonable request, require a Representative to make available to Purchaser to review and copies of copy all correspondence with environmental regulatory agencies regarding each Store Store, which information is in Seller’s possessionthe possession of the Representative. In conducting any investigation pursuant The Purchaser's satisfaction, in its sole discretion, with environmental analysis and testing and results thereof, will be a condition precedent to this Agreement, Purchaser: (i) shall use its best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Lawsclosing. Purchaser shall, upon request, provide Seller with copies of environmental summaries or reports prepared for Purchaser. Except as otherwise required by law or by prudent business judgment, Purchaser will not disclose the completion results of any investigation (unless Remediation is conducted by such analysis and testing without Seller, at Seller’s election, pursuant 's consent. Purchaser shall conduct its investigations in such manner as not to Sections 7.7 and 11.3(a) and restoration of the Real Property to substantially the same condition prior to such investigation would materially disrupt or interfere with or conflict with such Remediation)the Business, and the Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold Seller harmless Seller from and will reimburse Seller for against all Damages to the extent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property conduct of any such investigation and any investigation of the Real Property testing by Purchaser and/or or its Representatives conducted pursuant to this Section 7.6 and Section 7.7, but excluding Damages arising out of the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other written surveys, inspections, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigations.Representatives. -26-

Access to the Business. The Seller Sellers hereby acknowledges acknowledge that the Purchaser Purchaser, its Affiliates, and its their respective Representatives (collectively, the “"Purchaser Group”") may continue their due diligence investigation of the business, operations and affairs of the Business and the Company through and until the First Closing DateClosing. The Seller Sellers and its Affiliates and Representatives the Company shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 2004, 2005, 2006 all corporate books and 2007 year-to-date), current personnel records, and Stores and other facilities of the BusinessCompany, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller Sellers shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller Sellers shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their the Company's independent accountants, suppliers and other Persons having dealings relating to with the BusinessCompany. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business Company shall in any way release the Seller Sellers from the representations and warranties made by it them in this Agreement. Until June 29, subject 1999, Purchaser's satisfaction, in its sole discretion, with the results of its due diligence investigation shall be a condition precedent to limitations contained herein, including but not limited to Section 12.4(a)Closing. Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations investigations, including Phase I and Phase II analysis and testing, as Purchaser shall shall, in its sole discretion, deem appropriate; provided, however, that the Person conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the expense of such testing and shall immediately provide to Seller copies of any and all reports generated therefromtesting. The Purchaser Sellers and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the extent that Seller or Purchaser has a reporting obligation with regard to any such matters. The Seller Company will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possession. In conducting any investigation pursuant to this Agreement, Purchaser: (i) shall use its best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Laws, upon the completion and each parcel of any investigation (unless Remediation is conducted by Seller, at Seller’s election, pursuant to Sections 7.7 and 11.3(a) and restoration of the Real Property to substantially the same condition prior to such investigation would interfere with or conflict with such Remediation), Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold harmless Seller and will reimburse Seller for Damages to the extent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property and any investigation of the Leased Real Property by Purchaser and/or Property. The Purchaser's satisfaction, in its Representatives conducted pursuant to this Section 7.6 and Section 7.7sole discretion, but excluding Damages arising out of with the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I such environmental analysis and Phase II reports and any other written surveystesting, inspectionsas well as its review of all such information provided by Sellers or the Company, investigations, title commitments and exception documents, studies or similar written reports generated by third parties will be a condition precedent to Purchaser and/or its Representatives in connection with such investigationsClosing.

Access to the Business. The Seller hereby acknowledges that the Purchaser ---------------------- Purchaser, its Affiliates, and its their respective Representatives (collectively, the “"Purchaser Group”") may continue their due diligence investigation of the business, operations and affairs of the Business and the Company through and until the First Closing DateClosing. The Seller and its Affiliates and Representatives the Company shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 2004, 2005, 2006 all corporate books and 2007 year-to-date), current personnel records, and Stores and other facilities of the BusinessCompany, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their the Company's independent accountants, suppliers and other Persons having dealings relating to with the BusinessCompany. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business Company shall in any way release the Seller from the representations and warranties made by it them in this Agreement. Until October 7, subject 1999, Purchaser's satisfaction, in its sole discretion, with the results of its due diligence investigation shall be a condition precedent to limitations contained herein, including but not limited to Section 12.4(a)Closing. Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations investigations, including Phase I and Phase II analysis and testing, as Purchaser shall shall, in its sole discretion, deem appropriate; provided, however, that the Person conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the expense of such testing and shall immediately provide to Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the extent that Seller or Purchaser has a reporting obligation with regard to any such matterstesting. The Seller and the Company will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possession. In conducting any investigation pursuant to this Agreement, Purchaser: (i) shall use its best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Laws, upon the completion and each parcel of any investigation (unless Remediation is conducted by Seller, at Seller’s election, pursuant to Sections 7.7 and 11.3(a) and restoration of the Real Property to substantially the same condition prior to such investigation would interfere with or conflict with such Remediation), Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold harmless Seller and will reimburse Seller for Damages to the extent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property and any investigation of the Leased Real Property by Purchaser and/or Property. The Purchaser's satisfaction, in its Representatives conducted pursuant to this Section 7.6 and Section 7.7sole discretion, but excluding Damages arising out of with the results of any and all such investigation; (iv) shall comply with all Environmental Laws environmental analysis and any other applicable Laws in connection with such investigationstesting, including without limitation, Laws regarding use as to the properties identified on Schedule 5.33, as well as its review of properly licensedall such information provided by Seller or the Company, insured and bonded contractors (or representatives) will be a condition precedent to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Closing. Purchaser shall cause share the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies results of any and all Phase I such environmental analysis and Phase II reports and any other written surveystesting with Seller after receipt thereof, inspectionsbut not later than October 7, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigations1999.

Access to the Business. The Seller hereby acknowledges that the Purchaser Purchaser, its Affiliates, and its their respective Representatives (collectively, the “"Purchaser Group”") may continue their due diligence investigation of the business, operations and affairs of the Business through and until the First Closing DateClosing. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 20041995, 20051996, 2006 1997 and 2007 1998 year-to-date), ) and current personnel recordsrecords relating to the Stores or the Business, and Stores and other facilities of the Business, Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release the Seller from the representations and warranties made by it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed at reasonable times on notice to Seller, to make such environmental and other engineering investigations investigations, including Phase I and Phase II analysis and testing, as Purchaser shall shall, in its sole discretion, deem appropriate; provided, however, that the Person conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller reasonable prior written notice (which in any event shall not be less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the cost and expense of such testing and shall immediately provide to testing. To the best of Seller's Knowledge, the Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the extent that Seller or Purchaser has a reporting obligation with regard to any such matters. The Seller will immediately deliver delivered to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, which is in its possession. Seller also will, upon Purchaser's reasonable request, require a Representative to make available to Purchaser to review and copies of copy all correspondence with environmental regulatory agencies regarding each Store Store, which information is in Seller’s possessionthe possession of the Representative. In conducting any investigation pursuant The Purchaser's satisfaction, in its sole discretion, with environmental analysis and testing and results thereof, will be a condition precedent to this Agreement, Purchaser: (i) shall use its best efforts to minimize interference with Seller’s Business; (ii) subject to applicable Lawsclosing. Purchaser shall, upon request, provide Seller with copies of environmental summaries or reports prepared for Purchaser. Except as otherwise required by law or by prudent business judgment, Purchaser will not disclose the completion results of any investigation (unless Remediation is conducted by such analysis and testing without Seller, at Seller’s election, pursuant 's consent. Purchaser shall conduct its investigations in such manner as not to Sections 7.7 and 11.3(a) and restoration of the Real Property to substantially the same condition prior to such investigation would materially disrupt or interfere with or conflict with such Remediation)the Business, and the Purchaser shall reasonably restore the Real Property to substantially the same condition prior to such investigation, except that any groundwater monitoring xxxxx need only be closed in accordance with applicable Laws; (iii) shall indemnify and hold Seller harmless Seller from and will reimburse Seller for against all Damages to the extent caused by Purchaser and/or its Representatives in connection with its entry on the Real Property conduct of any such investigation and any investigation of the Real Property testing by Purchaser and/or or its Representatives conducted pursuant to this Section 7.6 and Section 7.7, but excluding Damages arising out of the results of such investigation; (iv) shall comply with all Environmental Laws and any other applicable Laws in connection with such investigations, including without limitation, Laws regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain investigations, and shall require its Representatives to have appropriate insurance; (v) shall be solely responsible for all costs incurred by Purchaser in connection with any such investigations, and, if any liens are filed against the Real Property by reason of such investigations, Purchaser shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other written surveys, inspections, investigations, title commitments and exception documents, studies or similar written reports generated by third parties to Purchaser and/or its Representatives in connection with such investigationsRepresentatives.