Common use of Approvals and Conditions; Indemnity Clause in Contracts

Approvals and Conditions; Indemnity. (a) The obligations of Prefco and Purchaser under this Agreement shall be subject to and contingent upon timely satisfaction of the following conditions, which conditions, if not satisfied or waived as hereinafter provided, shall entitle Prefco or Purchaser, as the case may be, to terminate this Agreement in accordance with (and within the time periods set forth in) this Section 7: (i) Review of Documentation Relating to the Property; Physical Inspection of the Land and Improvements. Prefco has heretofore provided Purchaser with copies of all documentation concerning the Property which is in Prefco's possession or control, including without limitation, any existing title policies covering Prefco's interest in the Land and Improvements, the Lease, the Mortgage, and the Tripartite Agreement. In addition, Prefco covenants and agrees to send Lessee the letter in the form attached hereto as Exhibit G, and to use commercially reasonable efforts in obtaining the materials requested therein; provided, however, that such commercially reasonable efforts shall not be construed to require Prefco to threaten or initiate litigation, grant any concession or pay any consideration. Prefco shall continue to cooperate with Purchaser in providing information and documents to assist in Purchaser's investigation of the Property. Purchaser may, at Purchaser's sole risk and expense, undertake such physical inspection of the Land and Improvements as Purchaser deems necessary or appropriate subject to the rights of Lessee under the Lease. Notwithstanding any other provisions contained in this Agreement to the contrary, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted in accordance with the provisions of the Lease. Purchaser agrees to indemnify against and hold Prefco harmless from any claims by third parties for liabilities, costs, expenses (including reasonable attorney's fees), damages or injuries arising out of or resulting from the inspection by Purchaser or its agents, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold Prefco harmless shall survive Closing or any termination of this Agreement. All on-site inspections shall occur at any reasonable time during normal business hours, upon the giving of reasonable notice, if the inspecting parties take precautions not to unreasonably inconvenience Tenant or any persons occupying the Property in accordance with the Lease, and are accompanied by an employee or other representative of Tenant at all times during such entry or inspection. Notwithstanding anything contained in the foregoing to the contrary, Purchaser understands and agrees that it may be excluded from inspecting areas of the Property designated as security areas by Tenant, including, without limitation, vaults, modular vaults and automatic teller machines. Without limitation of the foregoing, Prefco agrees to afford Purchaser and a reasonable number of its authorized agents the right to communicate with Lessee, any subtenants of Lessee (with the permission of Lessee), and Remainderman, provided that Prefco shall be entitled to have a representative present, whether in person or by telephone, as the case may be, during any such communications between Purchaser and such parties. Upon the termination of this Agreement in accordance with its terms, Purchaser shall keep confidential all such information and if requested by Prefco, shall furnish to Prefco copies of the written reports, summaries, analyses or results of all such inspections, which Prefco may use or may disclose to any potential purchaser of the Property. Purchaser shall pay in full, prior to delinquency, all bills and invoices for labor and material of any kind arising from the inspection of the Land and Improvements. If there is any damage to or disturbance of any portion of the Land and Improvements in connection with any inspection thereof, Purchaser shall restore such portion of the Land and Improvements as nearly as practicable to its original condition prior to such damage or disturbance including, without limitation, damage to landscaping or trees. Purchaser shall have ninety (90) days from the date hereof (the "Inspection Period") within which it may, at its sole cost and expense, review the documentation (including, without limitation, the Lease and Tripartite Agreement) and the physical and environmental condition of the Land and Improvements. Purchaser shall have until the end of the Inspection Period to disapprove of the documentation and/or the physical and environmental condition of the Land and Improvements and to terminate this Agreement by delivering a written notice (a "Termination Notice") to Prefco on or before the expiration of the Inspection Period, with time being of the essence with respect to Purchaser's obligation to deliver such notice. If for any reason whatsoever Purchaser determines, in its sole discretion, that the Property, the documentation or any aspect thereof is unsuitable for Purchaser's acquisition, Purchaser shall have the right to terminate this Agreement by delivering said Termination Notice to Prefco prior to the expiration of the Inspection Period, and if Purchaser gives such notice of termination within the Inspection Period, this Agreement shall terminate, and the provisions of Section 7(b) shall control. If Purchaser decides to go forward with the purchase at or prior to the end of the Inspection Period, it will deliver written notice (an "Approval Notice") to Prefco to that effect. If Prefco does not receive an Approval Notice or a Termination Notice from Purchaser before the end of the Inspection Period, with time being of the essence, Purchaser shall be deemed to have disapproved of the documentation and the physical and environmental condition of the Land and Improvements and all other matters relating thereto, and Purchaser shall be considered to have delivered a Termination Notice in accordance with the provisions hereof. The provisions of this Section 7(a)(i) shall survive termination of this Agreement or Closing.

Approvals and Conditions; Indemnity. (a) The obligations of Prefco and Purchaser under this Agreement shall be subject to and contingent upon timely satisfaction of the following conditions, which conditions, if not satisfied or waived as hereinafter provided, shall entitle Prefco or Purchaser, as the case may be, to terminate this Agreement in accordance with (and within the time periods set forth in) this Section 7: (i) Review of Documentation Relating to the Property; Physical Inspection of the Land and Improvements. Prefco has heretofore provided Purchaser with copies of all documentation concerning the Property which is in Prefco's possession or control, including without limitation, any existing title policies covering Prefco's interest in the Land and Improvements, the Lease, the Mortgage, and the Tripartite Agreement and that certain Option Agreement dated as of July 31, 1990 between Investment Partners Leasing Corporation and Prefco (the "Option Agreement"). In addition, Prefco covenants and agrees to send Lessee the letter in the form attached hereto as Exhibit G, and to use commercially reasonable efforts in obtaining the materials requested therein; provided, however, that such commercially reasonable efforts shall not be construed to require Prefco to threaten or initiate litigation, grant any concession or pay any consideration. Prefco shall continue to cooperate with Purchaser in providing information and documents to assist in Purchaser's investigation of the Property. Purchaser may, at Purchaser's sole risk and expense, undertake such physical inspection of the Land and Improvements as Purchaser deems necessary or appropriate subject to the rights of Lessee under the Lease. Notwithstanding any other provisions contained in this Agreement to the contrary, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted in accordance with the provisions of the Lease. Purchaser agrees to indemnify against and hold Prefco harmless from any claims by third parties for liabilities, costs, expenses (including reasonable attorney's fees), damages or injuries arising out of or resulting from the inspection by Purchaser or its agents, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold Prefco harmless shall survive Closing or any termination of this Agreement. All on-site inspections shall occur at any reasonable time during normal business hours, upon the giving of reasonable notice, if the inspecting parties take precautions not to unreasonably inconvenience Tenant or any persons occupying the Property in accordance with the Lease, and are accompanied by an employee or other representative of Tenant at all times during such entry or inspection. Notwithstanding anything contained in the foregoing to the contrary, Purchaser understands and agrees that it may be excluded from inspecting areas of the Property designated as security areas by Tenant, including, without limitation, vaults, modular vaults and automatic teller machines. Without limitation of the foregoing, Prefco agrees to afford Purchaser and a reasonable number of its authorized agents the right to communicate with Lessee, any subtenants of Lessee (with the permission of Lessee), and Remainderman, provided that Prefco shall be entitled to have a representative present, whether in person or by telephone, as the case may be, during any such communications between Purchaser and such parties. Upon the termination of this Agreement in accordance with its terms, Purchaser shall keep confidential all such information and if requested by Prefco, shall furnish to Prefco copies of the written reports, summaries, analyses or results of all such inspections, which Prefco may use or may disclose to any potential purchaser of the Property. Purchaser shall pay in full, prior to delinquency, all bills and invoices for labor and material of any kind arising from the inspection of the Land and Improvements. If there is any damage to or disturbance of any portion of the Land and Improvements in connection with any inspection thereof, Purchaser shall restore such portion of the Land and Improvements as nearly as practicable to its original condition prior to such damage or disturbance including, without limitation, damage to landscaping or trees. Purchaser shall have ninety one hundred twenty (90120) days from the date hereof (the "Inspection Period") within which it may, at its sole cost and expense, review the documentation (including, without limitation, the Option Agreement, Lease and Tripartite Agreement) and the physical and environmental condition of the Land and Improvements. Purchaser shall have until the end of the Inspection Period to disapprove of the documentation and/or the physical and environmental condition of the Land and Improvements and to terminate this Agreement by delivering a written notice (a "Termination Notice") to Prefco on or before the expiration of the Inspection Period, with time being of the essence with respect to Purchaser's obligation to deliver such notice. If for any reason whatsoever Purchaser determines, in its sole discretion, that the Property, the documentation or any aspect thereof is unsuitable for Purchaser's acquisition, Purchaser shall have the right to terminate this Agreement by delivering said Termination Notice to Prefco prior to the expiration of the Inspection Period, and if Purchaser gives such notice of termination within the Inspection Period, this Agreement shall terminate, and the provisions of Section 7(b) shall control. If Purchaser decides to go forward with the purchase at or prior to the end of the Inspection Period, it will deliver written notice (an "Approval Notice") to Prefco to that effect. If Prefco does not receive an Approval Notice or a Termination Notice from Purchaser before the end of the Inspection Period, with time being of the essence, Purchaser shall be deemed to have disapproved of the documentation and the physical and environmental condition of the Land and Improvements and all other matters relating thereto, and Purchaser shall be considered to have delivered a Termination Notice in accordance with the provisions hereof. The provisions of this Section 7(a)(i) shall survive termination of this Agreement or Closing.

Approvals and Conditions; Indemnity. (a) The obligations of Prefco and Purchaser under this Agreement shall be subject to and contingent upon timely satisfaction of the following conditions, which conditions, if not satisfied or waived as hereinafter provided, shall entitle Prefco or Purchaser, as the case may be, to terminate this Agreement in accordance with (and within the time periods set forth in) this Section 7: (i) Review of Documentation Relating to the Property; Physical Inspection of the Land and Improvements. Prefco has heretofore provided Purchaser with copies of all documentation concerning the Property which is in Prefco's possession or control, including without limitation, any existing title policies covering Prefco's interest in the Land and Improvements, the Lease, the Mortgage, and the Tripartite Agreement and that certain Option Agreement dated as of July 31, 1990 between Investment Partners Leasing Corporation and Prefco (the "Option Agreement"). In addition, Prefco covenants and agrees to send Lessee the letter in the form attached hereto as Exhibit G, and to use commercially reasonable efforts in obtaining the materials requested therein; provided, however, that such commercially reasonable efforts shall not be construed to require Prefco to threaten or initiate litigation, grant any concession or pay any consideration. Prefco shall continue to cooperate with Purchaser in providing information and documents to assist in Purchaser's investigation of the Property. Purchaser may, at Purchaser's sole risk and expense, undertake such physical inspection of the Land and Improvements as Purchaser deems necessary or appropriate subject to the rights of Lessee under the Lease. Notwithstanding any other provisions contained in this Agreement to the contrary, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted in accordance with the provisions of the Lease. Purchaser agrees to indemnify against and hold Prefco harmless from any claims by third parties for liabilities, costs, expenses (including reasonable attorney's fees), damages or injuries arising out of or resulting from the inspection by Purchaser or its agents, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold Prefco harmless shall survive Closing or any termination of this Agreement. All on-site inspections shall occur at any reasonable time during normal business hours, upon the giving of reasonable notice, if the inspecting parties take precautions not to unreasonably inconvenience Tenant or any persons occupying the Property in accordance with the Lease, and are accompanied by an employee or other representative of Tenant at all times during such entry or inspection. Notwithstanding anything contained in the foregoing to the contrary, Purchaser understands and agrees that it may be excluded from inspecting areas of the Property designated as security areas by Tenant, including, without limitation, vaults, modular vaults and automatic teller machines. Without limitation of the foregoing, Prefco agrees to afford Purchaser and a reasonable number of its authorized agents agents, at reasonable, the right to communicate with Lessee, any subtenants of Lessee (with the permission of Lessee), and Remainderman, provided that Prefco shall be entitled to have a representative present, whether in person or by telephone, as the case may be, during any such communications between Purchaser and such parties. Upon the termination of this Agreement in accordance with its terms, Purchaser shall keep confidential all such information and if requested by Prefco, shall furnish to Prefco copies of the written reports, summaries, analyses or results of all such inspections, which Prefco may use or may disclose to any potential purchaser of the Property. Purchaser shall pay in full, prior to delinquency, all bills and invoices for labor and material of any kind arising from the inspection of the Land and Improvements. If there is any damage to or disturbance of any portion of the Land and Improvements in connection with any inspection thereof, Purchaser shall restore such portion of the Land and Improvements as nearly as practicable to its original condition prior to such damage or disturbance including, without limitation, damage to landscaping or trees. Purchaser shall have ninety sixty (9060) days from the date hereof (the "Inspection Period") within which it may, at its sole cost and expense, review the documentation (including, without limitation, the Option Agreement, Lease and Tripartite Agreement) and the physical and environmental condition of the Land and Improvements. Purchaser shall have until the end of the Inspection Period to disapprove of the documentation and/or the physical and environmental condition of the Land and Improvements and to terminate this Agreement by delivering a written notice (a "Termination Notice") to Prefco on or before the expiration of the Inspection Period, with time being of the essence with respect to Purchaser's obligation to deliver such notice. If for any reason whatsoever Purchaser determines, in its sole discretion, that the Property, the documentation or any aspect thereof is unsuitable for Purchaser's acquisition, Purchaser shall have the right to terminate this Agreement by delivering said Termination Notice to Prefco prior to the expiration of the Inspection Period, and if Purchaser gives such notice of termination within the Inspection Period, this Agreement shall terminate, and the provisions of Section 7(b) shall control. If Purchaser decides to go forward with the purchase at or prior to the end of the Inspection Period, it will deliver written notice (an "Approval Notice") to Prefco to that effect. If Prefco does not receive an Approval Notice or a Termination Notice from Purchaser before the end of the Inspection Period, with time being of the essence, Purchaser shall be deemed to have disapproved of the documentation and the physical and environmental condition of the Land and Improvements and all other matters relating thereto, and Purchaser shall be considered to have delivered a Termination Notice in accordance with the provisions hereof. The provisions of this Section 7(a)(i) shall survive termination of this Agreement or Closing.