Common use of Buyer’s Inspections Clause in Contracts

Buyer’s Inspections. Buyer agrees to indemnify, defend and hold Seller, Seller’s Affiliates and Existing Manager harmless from and against any and all claims, liens, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from Buyer’s Due Diligence Examination, whether performed directly by Buyer or any of its agents. Buyer further waives and releases all claims and causes of action it may have against Seller and Seller’s Affiliates and Existing Manager for injuries or damages to person or property sustained by Buyer or its agents arising, directly or indirectly, from their entry onto the Property. Prior to entering onto the Land, Buyer shall carry at its own expense at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Manager each as an additional insured. No invasive testing, sampling or drilling shall occur without the prior written consent of Seller, such consent not to be unreasonably withheld. In the event Buyer requests and Seller consents to such invasive testing, sampling or drilling, Buyer shall also furnish Seller with evidence that the party completing such testing, sampling or drilling has at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Existing Manager each as an additional insured from an insurance company and in a form reasonably satisfactory to Seller. The party performing such testing shall also furnish Seller with a policy of insurance for pollution liability with limits of not less than $1,000,000.00 combined single limit, written on a “claims made” basis, and including coverage for asbestos liability, environmental site investigations, and cutting and drilling. Evidence of the required insurance from Buyer and its agents shall be furnished to Seller before any entry onto the Property or the performing of any invasive testing, drilling or sampling, as the case may be, and shall be in a form reasonably satisfactory to Seller. The provisions of this Section 3.4 shall survive Closing or any termination of this Contract.

Buyer’s Inspections. Buyer agrees BUYER'S INSPECTIONS 2.01 Subject to indemnifythe provisions of Paragraph 2.03, defend hereinafter, BUYER at BUYER's sole cost and hold Sellerexpense shall have the right to conduct all inspections of the Premises as BUYER deems necessary and prudent, Seller’s Affiliates and Existing Manager harmless from and against or as may be required by s Lender, and, in addition, BUYER shall be permitted to conduct any and all claimsnecessary tests provided that such tests do not damage, liensimpair or alter any item or component inspected. BUYER shall indemnify and hold SELLER harmless from any damage for repair or replacement sustained by any component or item inspected and any loss, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from Buyer’s Due Diligence Examination, whether performed directly by Buyer damage or liability of the activities of BUYER or any of BUYER's agents in connection with the performance of any inspection(s) or test(s). 2.02 SELLER authorizes and permits BUYER and/or BUYER's agents to enter upon the Premise to conduct any inspection or test after reasonable notice to SELLER and at reasonable times. BUYER agrees to use its agents. Buyer further waives and releases all claims and causes of action it may have against Seller and Seller’s Affiliates and Existing Manager for injuries or damages to person or property sustained by Buyer or its agents arising, directly or indirectly, from their entry onto the Property. Prior to entering onto the Land, Buyer shall carry at its own expense at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Manager each as an additional insured. No invasive testing, sampling or drilling shall occur without the prior written consent of Seller, such consent best efforts not to be unreasonably withhelddisrupt SELLER's operations in the conduct of any inspection(s) and/or test(s). 2.03 Within Fifteen (15) days of execution of this Agreement by SELLER and BUYER, BUYER shall have the Premises, the improvements, and all components or systems, including but not limited to the structural, mechanical, electrical, plumbing, HVAC, water supply, septic disposal and/or environmental systems inspected by a contractor, engineer and/or entity at BUYER's choice and sole expense. (collectively, the "Inspections") BUYER shall obtain the results no latter than Thirty (30) days following the Inspections. If the results of the Inspections are unacceptable to BUYER, BUYER shall, within Five (5) days of BUYER's receipt of the results: (a) Provide SELLER with a copy of the results and request SELLER at SELLER's expense to remedy all or such items as BUYER may request. SELLER shall notify BUYER within Five (5) days of the receipt of BUYER's notice whether SELLER will undertake to remedy all of the items identified by BUYER. In the event SELLER refuses to remedy all items or BUYER is not satisfied with SELLER's response, BUYER at its option may elect to terminate this Agreement and at that time receive all Deposit Monies, or, (b) Accept the Premises without adjustment or abatement of the Purchase Price 2.04 Notwithstanding anything contained in this Agreement to the contrary Seller makes no representation, either prior to or to Closing, with respect to the condition or character of the Premises or the use or uses to which the Premises may be put, except as herein provided. BUYER HEREBY ACKNOWLEDGES and AGREES AN]) REPRESENTS THAT BUYER HAS HAD THE OPPORTUNITY TO FULLY INSPECT THE PREMISES ANT) THAT BUYER IS PURCHASING THE PREMISES "AS IS", "WHERE IS" ANT) "WITH ALL FAULTS" AND IN ITS PRESENT CONDITION ANT) SUBJECT TO ALL USE, REASONABLE WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE DATE OF CLOSING. In making and executing this Agreement. Buyer requests has not relied upon or been induced by any statements or representations of any person (other than those, if any, set forth expressly in this Agreement or any Exhibit hereto) in respect of the title to, or the physical or environmental condition of, the Premises (including, without limitation, the zoning classification or permitted use of the Premises) or income, expense, operation or other matter or thing affecting or relating to the Premises, or this transaction is general, which might be pertinent or considered in the making or the execution of this Agreement. Buyer has, on the contrary, relied solely on such representations, if any, as are expressly made herein and Seller consents to on such invasive testing, sampling or drilling, Buyer shall also furnish Seller with evidence that the party completing such testing, sampling or drilling has at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Existing Manager each as an additional insured from an insurance company and in a form reasonably satisfactory to Seller. The party performing such testing shall also furnish Seller with a policy of insurance for pollution liability with limits of not less than $1,000,000.00 combined single limit, written on a “claims made” basis, and including coverage for asbestos liability, environmental site investigations, examinations and cutting inspections as Buyer has chosen to make or have made and drilling. Evidence of the required insurance from Buyer this Agreement shall continue in full force and effect in accordance with its agents shall be furnished to Seller before any entry onto the Property or the performing of any invasive testing, drilling or sampling, as the case may be, and shall be in a form reasonably satisfactory to Seller. The provisions of this Section 3.4 shall survive Closing or any termination of this Contractterms.

Buyer’s Inspections. (a) Prior to the Execution Date, Buyer agrees has had the opportunity to indemnifyconduct due diligence reviews of the Transferred Properties in accordance with the Confidentiality Agreement, defend including the review of certain information with respect to the finances, operations, financial and hold operating results, markets, customers and suppliers, properties, methods of doing business, personnel, contracts, commitments or contingencies or legal affairs involving the Transferred Properties, as well as the products, processes or scientific, technical or engineering information developed, owned or licensed by Seller that are related to the Transferred Properties. Buyer shall have the right between the Execution Date and the Closing Date to inspect the Transferred Properties, public records and the records made available by Seller to Buyer pursuant to the Confidentiality Agreement with respect to the quality and validity of Seller’s title to the Transferred Properties, and to conduct such other due diligence that Buyer may in its sole discretion reasonably deem necessary or desirable. (b) Seller hereby grants to Buyer and its representatives the right at Buyer’s sole risk to enter onto the Transferred Properties during regular business hours from time to time upon reasonable notice to Seller, for the purposes of inspection of the Transferred Properties. If Buyer plans to conduct any activities on the Transferred Properties which may affect Seller’s Affiliates operations, Buyer shall provide Seller with written notification of such plans and Existing Manager harmless from and against any shall obtain Seller’s written approval and all claimsnecessary approvals from Government Authorities prior to conducting any such activities; provided, lienshowever, demandsthat no such activities will include any soil or groundwater sampling without the written consent of Seller, liabilities, losses, damages, costs and expenses which consent shall not be unreasonably withheld or delayed. (including reasonable attorneys’ feesc) resulting from Buyer’s Due Diligence Examination, whether performed directly by Buyer or any of its agents. Buyer further waives and releases all claims against Chevron Corporation and causes its Affiliates, and their directors, officers, employees and agents, for injury to or death of action it may have against Seller and Seller’s Affiliates and Existing Manager for injuries any persons or damages damage to person property arising in any way from the exercise of rights granted to Buyer by this Section 8.1 or property sustained the activities performed pursuant to this Section 8.1 by Buyer or its agents arisingrepresentatives on the Transferred Properties, directly except to the extent such claim results from the negligence or indirectlywillful misconduct of Seller, Chevron Corporation or any of their Affiliates, or Table of Contents from the breach of any duty imposed by applicable law upon Seller, Chevron Corporation or any of their entry onto the Property. Prior to entering onto the Land, Affiliates. (d) Buyer shall carry maintain at its own expense at least $1,000,000.00 a minimum the following types and amounts of insurance with respect to the exercise by Buyer and their representatives of the rights granted in this Section 8.1: (i) commercial general liability and property damage insurance (including coverage for contractual liability) listing Seller and Manager each as an additional insured. No invasive testing, sampling or drilling shall occur without the prior written consent of Seller, such consent not to be unreasonably withheld. In the event Buyer requests and Seller consents to such invasive testing, sampling or drilling, Buyer shall also furnish Seller with evidence that the party completing such testing, sampling or drilling has at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Existing Manager each as an additional insured from an insurance company and in a form reasonably satisfactory to Seller. The party performing such testing shall also furnish Seller with a policy of insurance for pollution liability with limits of not less than $1,000,000.00 2,000,000 combined single limit per occurrence; (ii) automobile liability insurance with a $2,000,000 limit; (iii) workers’ compensation insurance with limits as required by law; and (iv) employer’s liability insurance with a $2,000,000 limit. (e) Buyer shall release, written on a “claims made” basisdefend, indemnify and hold harmless Chevron Corporation and its Affiliates, and their directors, officers, employees and agents, from and against any and all Losses arising out of (i) any and all statutory or common law liens or other encumbrances for labor or materials furnished in connection with such rights granted hereunder, including coverage for asbestos liabilitysamplings, environmental site investigationsstudies or surveys that Buyer may conduct with respect to the Transferred Properties pursuant to this Section 8.1, or (ii) any injury to or death of persons or damage to property occurring in, on or about the Transferred Properties as a result of Buyer’s exercise of the rights granted hereunder or activities conducted pursuant to this Section 8.1. This indemnity shall not apply to the extent that it is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the Execution Date and shall not apply where such loss, cost, damage, injury, liability or claim is the result of the negligence or willful misconduct of any Indemnitee or of the breach of any duty imposed by applicable law upon any Indmenitee. (f) Buyer shall not permit its activities permitted by this Section 8.1 to unreasonably interfere with the business and operations of the Transferred Properties, and cutting and drilling. Evidence of the required insurance from Buyer and its agents agrees that such inspections shall be furnished subject to Seller before any entry onto the Property or the performing Confidentiality Agreement. All of any invasive testing, drilling or sampling, as the case may be, and Buyer’s activities shall be conducted in a form reasonably satisfactory to compliance with Laws and Seller. The provisions of this Section 3.4 shall survive Closing or any termination of this Contract’s safety rules.

Buyer’s Inspections. Upon 24 hours prior notice from Buyer agrees to indemnify, defend and hold Seller, Seller’s Affiliates Seller shall permit Buyer and Existing Manager harmless from its authorized agents and against any consultants to enter upon the Property during reasonable business hours to make and all claims, liens, demands, liabilities, losses, damages, costs perform inspections and expenses investigations of the Property Conditions (including reasonable attorneys’ feesas defined in Section 4(g) resulting from Buyer’s Due Diligence Examination, whether performed directly by Buyer or any of its agents. Buyer further waives and releases all claims and causes of action it may have against Seller and Seller’s Affiliates and Existing Manager for injuries or damages to person or property sustained by Buyer or its agents arising, directly or indirectly, from their entry onto the Propertybelow). Prior to entering onto upon the LandProperty, Buyer shall carry at its own expense at least $1,000,000.00 provide to Seller a certificate of insurance evidencing Buyer's or Buyer's agents' and/or consultants', as applicable, procurement of a commercial general liability insurance policy in the amount of One Million Dollars (including coverage $1,000,000) combined single limit for contractual liability) listing Seller injury to or death of one or more persons in an occurrence, and Manager each as for damage to property in an additional insured. No invasive testing, sampling or drilling shall occur without the prior written consent of Seller, such consent not to be unreasonably withheldoccurrence. In the event Buyer requests and Seller consents to such invasive testingconducting any inspections, sampling investigations or drilling, Buyer shall also furnish Seller with evidence that the party completing such testing, sampling or drilling has at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Existing Manager each as an additional insured from an insurance company and in a form reasonably satisfactory to Seller. The party performing such testing shall also furnish Seller with a policy of insurance for pollution liability with limits of not less than $1,000,000.00 combined single limit, written on a “claims made” basis, and including coverage for asbestos liability, environmental site investigations, and cutting and drilling. Evidence tests of the required insurance from Property, Buyer and its agents and representatives shall: (i) not interfere with the tenants business operations on the Property; (ii) not perform any invasive or destructive testing or sampling without first obtaining Seller's approval of the work plan and consultant, which approval shall not be furnished unreasonably withheld; (iii) not injure Seller, its agents or tenants or their respective agents, guests, invitees, contractors and employees or subtenants; (iv) comply with all applicable laws; (v) promptly pay when due the costs of all tests, investigations, and examinations done with regard to Seller before the Property; (vi) not permit any entry onto liens to attach to the Property by reason of the exercise of its rights hereunder; (vii) promptly repair any damage to the Property resulting directly or indirectly from any such inspection or tests; and (viii) not reveal or disclose prior to Closing any information obtained by Buyer prior to Closing concerning the Property or documents related thereto, except as may be otherwise required by law or as part of Buyer's communications with Buyer's consultants as may be required to complete Buyer's Due Diligence and to Close Escrow. Buyer shall afford Seller the performing opportunity to have a representative of any invasive testingSeller present to accompany the party undertaking such evaluations, drilling or samplinginspections, as tests and other investigations of the case may be, and shall be in a form reasonably satisfactory to SellerProperty. The provisions of Buyer's obligations under this Section 3.4 shall 4(d) survive Closing or any termination of this ContractAgreement.

Buyer’s Inspections. During the Due Diligence Period, Buyer shall have the right to conduct and make such feasibility studies as Buyer deems necessary, including but not limited to engineering studies, building inspections, books and records inspections, environmental studies, zoning studies, mechanical studies, economic studies, utility studies, and Lease review, subject to the terms and conditions of this Section. During the Due Diligence Period, on at least two (2) days’ prior written notice to Seller, Buyer, its agents, and representatives (subject to the rights of Tenants) shall be entitled to enter upon the Property, accompanied by representatives or agents of Seller, to perform inspections and tests of the Property. Buyer may not perform any intrusive testing without giving Seller a plan describing the intrusive testing at least five (5) days before the intrusive testing and obtaining Seller’s and any affected Tenant’s written consent to perform such intrusive testing. Buyer shall repair any damage caused by such studies, inspections, tests, and investigations. Buyer hereby agrees to indemnify, defend defend, and hold Seller, Seller’s Affiliates harmless Seller and Existing Manager harmless Tenants from and against any and all claims, liens, demandsdamages, liabilities, losses, damagescosts, costs expenses, causes of action, and expenses (liens, including but not limited to reasonable attorneys’ fees) , resulting from Buyer’s Due Diligence Examinationfrom, whether performed directly by Buyer arising out of, or any of its agents. Buyer further waives in connection with such studies, inspections, tests, and releases all claims and causes of action it may have against Seller and Seller’s Affiliates and Existing Manager for injuries or damages to person or property sustained by Buyer or its agents arising, directly or indirectly, from their entry onto the Propertyinvestigations. Prior to entering onto the Landperforming any intrusive testing or any physical studies, inspections, tests, and investigations, Buyer shall carry at its own expense at least $1,000,000.00 will give Seller a certificate of commercial general liability insurance (including coverage for contractual liability) listing naming Seller and Manager each its agents and representatives and any affected Tenant as an additional insured. No invasive testinginsureds, sampling or drilling shall occur without the prior written consent of Seller, such consent not to be unreasonably withheld. In the event Buyer requests and Seller consents to such invasive testing, sampling or drilling, Buyer shall also furnish Seller with evidence that the party completing such testing, sampling or drilling has at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Existing Manager each as an additional insured from issued by an insurance company and authorized to do business in a form reasonably satisfactory the State of California insuring against all claims, demands, or actions for injury or death to Seller. The party performing such testing shall also furnish Seller with a policy of insurance for pollution liability with limits persons or damage to property in an amount of not less than $1,000,000.00 combined single limit, written on a “claims made” basis, and including coverage for asbestos liability, environmental site investigations, and cutting and drilling. Evidence of the required insurance from Buyer and its agents shall be furnished to Seller before any entry onto the Property or the performing of any invasive testing, drilling or sampling, as the case may be, and shall be in a form reasonably satisfactory to Seller2,000,000.00 per occurrence. The provisions of duty to repair and the indemnification contained in this Section 3.4 Paragraph 4.3 shall survive Closing or any termination of this ContractAgreement and shall survive the Closing Date.

Buyer’s Inspections. Subject to the provisions of this Section 3(b), Buyer agrees and its representatives may, prior to indemnifythe Due Diligence Date, enter upon the Property for the purpose of making any non-invasive inspection, investigation, test, or survey, including without limitation environmental assessments, of the Property as Buyer reasonably deems necessary. Buyer shall indemnify Sellers and Sellers’ managers for, hold Sellers and Sellers’ managers harmless from, and defend Sellers and hold Seller, Seller’s Affiliates and Existing Manager harmless from and Sellers’ managers against any and all claimsloss, liensdamage, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from or claim arising out of Buyer’s Due Diligence Examinationentry and/or activities upon the Property, whether including without limitation any claim of lien against the Property arising from services performed directly by on behalf of Buyer or at Buyer’s request. The obligations of Buyer described in the immediately preceding sentence shall be referred to in this Agreement as “Buyer’s Indemnification Obligation” and shall survive the Parcel 1 Closing, the Parcel 2 Closing, and any termination of its agentsthis Agreement. Buyer further waives and releases The parties agree that (i) all claims and causes inspections of action it may have against Seller and Seller’s Affiliates and Existing Manager for injuries or damages to person or property sustained the Property by Buyer or its agents arising, directly or indirectly, from their entry onto representatives shall be conducted after reasonable prior notice to Sellers; (ii) Sellers shall be entitled to require that a representative of Sellers accompany representatives of Buyer on all inspections of the Property; (iii) all inspections by Buyer or its representatives shall be conducted in such manner as shall be required in order not to physically damage the Property in any respect; (iv) Buyer shall be required to obtain Sellers’ prior written approval of the scope and methods of any Phase II environmental assessment of the Property or other physically intrusive inspection or examination; (v) if this Agreement is terminated for any reason other than Sellers’ breach of or default under this Agreement, Buyer shall, within ten (10) days after the date of Seller’s request, deliver to Sellers copies of all tests, investigations, inspections, and assessments of or relating to the Property performed by Buyer or at Buyer’s request; and (vi) Buyer shall not reveal the results of Buyer’s inspections to any third party other than Buyer’s representatives, attorneys, accountants and lenders, except as required by law. Buyer shall promptly repair any damage to the Property caused by or resulting from the inspections, investigations, tests, assessments, and other activities of Buyer and/or Buyer’s consultants and other representatives. Prior to entering onto conducting any inspections of or testing on the LandProperty, (A) Buyer and its consultants shall carry at its own expense deliver to Sellers a certificate or certificates evidencing commercial general liability insurance, with Sellers named as additional insureds, with limits of at least $1,000,000.00 of commercial general liability insurance 1,000,000 per occurrence and $2,000,000 in the aggregate, or (including coverage for contractual liabilityB) listing Seller and Manager each as an additional insured. No invasive testing, sampling or drilling shall occur without the prior written consent of Seller, such consent not to be unreasonably withheld. In the event Buyer requests and Seller consents to such invasive testing, sampling or drilling, Buyer shall also furnish Seller with provide reasonably satisfactory evidence to Sellers that the party completing such testing, sampling or drilling has at least $1,000,000.00 insurance coverages specified in the preceding clause are satisfied by virtue of commercial general liability insurance (including coverage for contractual liability) listing Seller and Existing Manager each as an additional insured from an insurance company and Buyer’s enrollment in a form reasonably satisfactory to Seller. The party performing such testing shall also furnish Seller with a policy of insurance for pollution liability with limits of not less than $1,000,000.00 combined single limit, written on a “claims made” basis, and including coverage for asbestos liability, environmental site investigations, and cutting and drilling. Evidence of the required insurance from Buyer and its agents shall be furnished to Seller before any entry onto the Property or the performing of any invasive testing, drilling or sampling, as the case may be, and shall be in a form reasonably satisfactory to Seller. The provisions of this Section 3.4 shall survive Closing or any termination of this ContractWashington Cities Insurance Authority.

Buyer’s Inspections. (a) Prior to the Execution Date, Buyers have had the opportunity to conduct due diligence reviews of the Transferred Properties in accordance with the Confidentiality Agreement, including the review of certain information with respect to the finances, operations, financial and operating results, markets, customers and suppliers, properties, methods of doing business, personnel, contracts, commitments or contingencies or legal affairs involving the Transferred Properties, as well as the products, processes or scientific, technical or engineering information developed, owned or licensed by Sellers that are related to the Transferred Properties. Buyers shall have the right between the Execution Date and the Closing Date to inspect the Transferred Properties, public records and the records made available by Sellers to Buyers pursuant to the Confidentiality Agreement with respect to the quality and validity of Sellers’ title to the Transferred Properties. (b) Sellers hereby grant to Buyers and their representatives the right at each such Buyer’s sole risk to enter onto the Transferred Properties from time to time upon reasonable notice to Sellers, for the purposes of inspection of the Transferred Properties. If any Buyer agrees plans to indemnifyconduct any activities on the Transferred Properties which may affect Sellers’ operations, defend including any soil or groundwater sampling or analysis, such Buyer shall provide Sellers with written notification of such plans and hold Seller, Seller’s Affiliates and Existing Manager harmless from and against any shall obtain Sellers’ written approval and all claims, liens, demands, liabilities, losses, damages, costs and expenses necessary approvals from Government Authorities prior to conducting any such activities. (including reasonable attorneys’ feesc) resulting from Buyer’s Due Diligence Examination, whether performed directly by Each Buyer or any of its agents. Buyer further waives and releases all claims against ChevronTexaco Corporation, Sellers and causes their respective Affiliates, and their directors, officers, employees and agents, for injury to or death of action it may have against Seller any persons or damage to property arising in any way from the exercise of rights granted to Buyers by this Section 8.1 or the activities performed pursuant to this Section 8.1 by Buyers or their representatives on the Transferred Properties. (d) Buyers shall maintain at a minimum the following types and Seller’s Affiliates amounts of insurance with respect to the exercise by Buyers and Existing Manager for injuries or damages to person or property sustained by Buyer or its agents arising, directly or indirectly, from their entry onto representatives of the Property. Prior to entering onto the Land, Buyer shall carry at its own expense at least $1,000,000.00 of rights granted in this Section 8.1: (i) commercial general liability and property damage insurance (including coverage for contractual liability) listing Seller and Manager each as an additional insured. No invasive testing, sampling or drilling shall occur without the prior written consent of Seller, such consent not to be unreasonably withheld. In the event Buyer requests and Seller consents to such invasive testing, sampling or drilling, Buyer shall also furnish Seller with evidence that the party completing such testing, sampling or drilling has at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Existing Manager each as an additional insured from an insurance company and in a form reasonably satisfactory to Seller. The party performing such testing shall also furnish Seller with a policy of insurance for pollution liability with limits of not less than $1,000,000.00 2,000,000 combined single limit per occurrence; (ii) automobile liability insurance with a $2,000,000 limit, written on ; (iii) workers’ compensation insurance with limits as required by law; and (iv) employer’s liability insurance with a “claims made” basis, and including coverage for asbestos liability, environmental site investigations, and cutting and drilling$2,000,000 limit. Evidence Buyers shall furnish to Sellers a certificate evidencing the existence of the insurance required insurance hereunder, confirming that the insurance: (i) is obtained from Buyer and its agents shall be furnished maintained with primary and/or excess insurers acceptable to Seller before any entry onto Sellers; (ii) covers Buyers’ obligations under the Property or the performing of any invasive testing, drilling or sampling, as the case may be, and shall be in a form reasonably satisfactory to Seller. The indemnity provisions of this Section 3.4 8.1; (iii) names ChevronTexaco Corporation, Sellers and their respective Affiliates as additional insureds (or, in the case of workers’ compensation insurance, provides a waiver of subrogation to any rights against ChevronTexaco Corporation, Sellers and their respective Affiliates); and (iv) contains a provision pursuant to which the insurer agrees not to cancel or modify the insurance coverage without furnishing at least thirty (30) days’ prior written notice to Sellers. (e) Each Buyer shall survive Closing release, defend, indemnify and hold harmless ChevronTexaco Corporation, Sellers and their respective Affiliates, and their directors, officers, employees and agents, from and against any and all Losses arising out of (i) any and all statutory or common law liens or other encumbrances for labor or materials furnished in connection with such rights granted hereunder, including samplings, studies or surveys that such Buyer may conduct with respect to the Transferred Properties pursuant to this Section 8.1, or (ii) any termination injury to or death of persons or damage to property occurring in, on or about the Transferred Properties as a result of such exercise of the (f) Each Buyer shall not permit its activities permitted by this ContractSection 8.1 to unreasonably interfere with the business and operations of the Transferred Properties, and agrees that such inspections shall be subject to the Confidentiality Agreement. Such activities shall also be conducted in compliance with Laws and Sellers’ safety regulations.

Buyer’s Inspections. After the date of this Agreement, Buyer agrees and its authorized agents, consultants and contractors may enter upon the Property during reasonable business hours to indemnifymake and perform evaluations, defend inspections and hold investigations of the condition of the Property upon reasonable notice to Seller. Notwithstanding the foregoing, Seller’s Affiliates and Existing Manager harmless from and against any and all claimsenvironmental investigation shall be conducted only by an environmental consulting or engineering firm approved by Seller in writing, liens, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from Buyer’s Due Diligence Examination, whether performed directly by Buyer or any of its agentswhich approval shall not be unreasonably withheld. Buyer further waives and releases all claims its authorized agents, consultants and causes of action it may have against Seller and Seller’s Affiliates and Existing Manager for injuries or damages to person or property sustained by Buyer or its agents arising, directly or indirectly, from their entry onto the Property. Prior to entering onto the Land, Buyer contractors shall carry at its own expense at least $1,000,000.00 provide evidence of commercial general liability insurance in amounts not less than Two Million Dollars (including coverage for contractual liability$2,000,000) listing per occurrence and shall name Seller and Manager each as an additional insured. No In addition, any such environmental consultant or engineering firm shall provide evidence of environmental liability insurance and errors and omissions coverage in amounts not less than Two Million Dollars ($2,000,000) per occurrence and shall name Seller as an additional insured. To the extent Buyer desires to conduct any invasive testing, sampling or drilling shall occur without tests of the prior written consent of Seller, such consent not to be unreasonably withheld. In the event Buyer requests and Seller consents to such invasive testing, sampling or drillingProperty, Buyer shall also furnish do so only after providing to Seller written notice detailing the scope of work and describing the tests, procedures and proposed sampling locations and only upon receipt of Seller’s consent thereto. Buyer shall pay the costs of all inspections and shall repair any damage to the Property caused thereby. Buyer shall indemnify, defend, protect and hold Seller harmless from any claims, liabilities, damages or expenses, including without limitation, reasonable attorneys’ fees and costs, arising from or in connection with evidence that any and all construction liens and any and all damage to property or persons arising out of the party completing such testinginspections, sampling or drilling has at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Existing Manager each as an additional insured from an insurance company and in a form reasonably satisfactory other than any damages due to Seller. The party performing such testing ’s negligence or misconduct, which obligations of Buyer shall also furnish Seller with a policy survive the termination of insurance for pollution liability with limits this Agreement, any provision of not less than $1,000,000.00 combined single limit, written on a “claims made” basis, and including coverage for asbestos liability, environmental site investigations, and cutting and drilling. Evidence of this Agreement to the required insurance from Buyer and its agents shall be furnished to Seller before any entry onto the Property or the performing of any invasive testing, drilling or sampling, as the case may be, and shall be in a form reasonably satisfactory to Sellercontrary notwithstanding. The provisions of this Section 3.4 4(d) shall survive Closing or only apply to any termination inspections by Buyer conducted after the date of this ContractAgreement. Any inspections by Buyer pursuant to this Section 4(d) shall be conducted in such a manner as to minimize inconvenience caused to Seller and interference with Seller’s business operations in the Real Property.