Common use of Conduct of Due Diligence Clause in Contracts

Conduct of Due Diligence. Buyer hereby joins in the execution as “Reviewer” of that certain Access Agreement between Seller and LaSalle Investment Management, Inc., a Maryland corporation, dated as of November 2, 2015 (the “Access Agreement”). Buyer shall at all times conduct such due diligence in compliance with, and subject to, applicable laws and the terms of the Tenant Leases, and pursuant to and in accordance with the Access Agreement, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property, or any tenants, subtenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, and so as not to materially interfere with the operation or use of the Property and so as not to materially interfere with or disturb the operations or occupancy of tenants and subtenants at the Property, and Buyer shall indemnify, defend and hold Seller, the “Seller Parties” (as hereinafter defined) and the Property harmless from and against any such liability, damage, cost or expense (the foregoing obligation surviving any termination of this Agreement or the Closing, as applicable). Subject to the terms of the Tenant Leases and the Access Agreement, Buyer shall conduct its investigations, reviews and examinations of the Property at agreed upon times during normal business hours on business days and upon receipt of reasonably advance written notice to Seller. Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer, in each case, without Seller’s express written consent in its sole and absolute discretion, (a) allow, conduct or make any intrusive physical testing, inspection or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like); (b) disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property; (c) contact any tenant or subtenant of the Property, unless such tenant interview is conducted pursuant to a pre scheduled appointment to be made by Seller at a time mutually and reasonably agreed between Seller and Buyer; or (d) contact any governmental or quasi-governmental authority having jurisdiction over the Property (other than contact necessary to obtain a zoning compliance letter). Seller shall have the right, at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually agreeable time to Buyer and Seller. In the event of any termination of this Agreement, Buyer shall, within one (1) business day of such termination (i) return all documents and other materials furnished by Seller or Seller’s representatives, agents, attorneys or brokers relating to the Property and (ii) deliver to Seller true, accurate and complete copies of any written reports prepared for or on behalf of Buyer by any third party in connection with Buyer’s due diligence activities, without representation or warranty of any kind. Buyer shall keep all information and data received or discovered in connection with any of the interviews, inspections, reviews or examinations strictly confidential in accordance with the “Confidentiality Agreement” (as defined in the Access Agreement) and Section 11H. The provisions of this Section 5C shall survive the Closing or any earlier termination of this Agreement.

Conduct of Due Diligence. Buyer hereby joins Subject to all of the terms, conditions and restrictions set forth in the execution as “Reviewer” of that certain Access Agreement between Seller and LaSalle Investment Managementthis Agreement, Inc., a Maryland corporation, dated as of November 2, 2015 (the “Access Agreement”). Buyer shall at all times conduct such due diligence in compliance with, and subject to, applicable laws Purchaser and the terms of the Tenant LeasesPurchaser Consultants shall be entitled, at Purchaser’s sole cost and pursuant to and in accordance with the Access Agreementexpense, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property, or any tenants, subtenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, and so as not to materially interfere with the operation or use of the Property and so as not to materially interfere with or disturb the operations or occupancy of tenants and subtenants at the Property, and Buyer shall indemnify, defend and hold Seller, the “Seller Parties” to: (as hereinafter defineda) and the Property harmless from and against any such liability, damage, cost or expense (the foregoing obligation surviving any termination of this Agreement or the Closing, as applicable). Subject subject to the terms of the Tenant Leases and Ground Lease, enter onto the Access AgreementProperty, Buyer shall conduct its investigations, reviews and examinations of the Property at agreed upon times during normal business hours on business days and upon receipt of reasonably reasonable advance written notice to Seller. Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, (but in no event shall Buyerless than one (1) business day) e-mail notice to Xxxx Xxxxxxxx (tel: 000-000-0000, in each caseemail: xxxx@xxxxxxxxxxxxxx.xxx) and Xxx Xxxxx (tel: 000-000-0000, without Seller’s express written consent in its sole email: xxxxxx@xxxxxxxxxxxxxx.xxx) to perform any inspections, investigations, studies and absolute discretion, (a) allow, conduct or make any intrusive physical testing, inspection or investigation (environmental, structural or otherwise) at tests of the Property (such as soil boringsincluding physical, water samplings or the likestructural, mechanical, architectural, engineering, soils, geotechnical and environmental tests); (b) disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Propertyreview all Due Diligence Materials; and (c) contact perform such other investigations with respect to the Property as Purchaser may desire (Purchaser’s and the Purchaser Consultants’ inspections, investigations, studies and testing described in clauses (a) through (c), collectively, the “Inspections”); provided that Purchaser shall not (and Purchaser shall not permit any tenant or subtenant Person acting on behalf of Purchaser to) perform any physically invasive testing (including any Phase II environmental assessment) of any portion of the Property, unless such tenant interview is conducted pursuant to a pre scheduled appointment to be made by Seller at a time mutually and reasonably agreed between Seller and Buyer; or (d) contact any governmental or quasi-governmental authority having jurisdiction over the Property (other than contact necessary to obtain a zoning compliance letter). Seller shall have the right, at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually agreeable time to Buyer and Seller. In the event of any termination of this Agreement, Buyer shall, within one (1) business day of such termination without first (i) return all documents and other materials furnished by submitting to Seller or Seller’s representatives, agents, attorneys or brokers relating to a reasonably detailed description of the Property scope of such testing and (ii) deliver obtaining the prior written consent of Seller for such testing, in Seller’s sole and absolute discretion. Purchaser shall have the right to Seller true, accurate and complete copies elect to assume as of any written reports prepared for or on behalf of Buyer by any third party in connection with Buyer’s due diligence activities, without representation or warranty of any kind. Buyer shall keep all information and data received or discovered in connection with the Closing any of the interviewsProperty Contracts by written notice to Xxxxxx delivered no later than expiration of the Inspection Period, inspections, reviews or examinations strictly confidential in accordance with the “Confidentiality Agreement” (and any Property Contracts so assumed shall be deemed Assigned Contracts. Seller shall cause any Property Contracts which are not Assigned Contracts to be terminated as defined in the Access Agreement) and Section 11H. The provisions of this Section 5C shall survive the Closing or any earlier termination of this Agreementat its sole cost and expense.

Conduct of Due Diligence. Buyer hereby joins in the execution as “Reviewer” of that certain Access Agreement between Seller and LaSalle Investment Management, Inc., a Maryland corporation, dated as of November 2, 2015 (the “Access Agreement”). Buyer shall at all times conduct such due diligence in compliance with, and subject to, applicable laws and the terms of the Tenant Leases, Leases and pursuant to and in accordance with the Access Agreementthis 2890904.5 8 Section 5, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property, or any tenants, subtenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, and so as not to materially interfere with the operation or use of the Property and so as not to materially interfere with or disturb the operations or occupancy of tenants and subtenants at the Property, and Buyer shall indemnify, defend and hold Seller, the “Seller Parties” (as hereinafter defined) and the Property harmless from and against any such liability, damage, cost or expense (the foregoing obligation surviving any termination of this Agreement or the Closing, as applicable). Subject to the terms of the Tenant Leases and the Access Agreementthis Section 5, Buyer shall conduct its investigations, reviews and examinations of the Property at agreed upon times during normal business hours on business days (unless otherwise approved in writing by Seller) and upon receipt of reasonably advance written notice to Seller. Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer, in each case, without obtaining Seller’s express written consent in its sole and absolute discretion, (a) allow, conduct or make any intrusive physical testing, inspection or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like); (b) disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the PropertyProperty prior to Buyer’s acquisition of the Property except in compliance with this Agreement; (c) contact any tenant or subtenant of the Property, unless such tenant interview is conducted pursuant to a pre scheduled appointment to be made by Seller at a time mutually and reasonably agreed between Seller and Buyer; or (d) contact any governmental or quasi-governmental authority having jurisdiction over the Property (other than contact necessary to obtain a zoning compliance letterletter or report or confirm a lack of any building code violations). Notwithstanding the foregoing, to the extent contact with any governmental or quasi-governmental authority having jurisdiction over the Property is necessary in order to obtain a property condition report or a Phase I environmental site assessment, Buyer may contact such governmental or quasi-governmental authority after obtaining Seller’s express written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall have the right, at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually and reasonably agreeable time to Buyer and Seller. In the event of any termination of this Agreement, Buyer shall, within one (1) business day of such termination (i) return all documents and other materials furnished by Seller or upon Seller’s representativeswritten request therefor, agents, attorneys or brokers relating to the Property and (ii) deliver to Seller true, accurate and complete copies of any written reports prepared for or on behalf of Buyer by any third party in connection with Buyer’s due diligence activitiesactivities (“Buyer Reports”); provided, without however, that (a) Buyer shall not be deemed to make any representation to Seller regarding the accuracy, completeness, methodology or warranty current status of such Buyer Reports, (b) Buyer shall not be deemed to assume any kindliability with respect to any matter or information referred to or contained in such Buyer Reports, and (c) Buyer shall be reimbursed for all reasonable, out-of-pocket costs and/or expenses incurred by Buyer or Buyer’s Representatives in obtaining such Buyer Reports (collectively, “Buyer’s Expenses”). Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. Buyer shall keep all information and data received or discovered in connection with any of the interviews, inspections, reviews or examinations strictly confidential in accordance with the “Confidentiality AgreementBuyer’s Representatives” (as defined below) shall keep the terms of this Agreement, the transactions contemplated hereby and all data and information discovered, obtained or generated with respect to the purchase, sale, construction, operation and management of the Property, whether discovered, obtained or generated before or after the Effective Date, including, without limitation, all analyses, compilations, forecasts, studies, financial statements, agreements or other documents or materials, as well as all copies of the foregoing, whether prepared by or on behalf of or at the direction of Buyer or Buyer’s Representatives, that contain or otherwise reflect such information or Buyer’s review of, or interest in, the Property or any purchase, sale, construction, operation or management of the Property (collectively, “Internal Documents”), strictly confidential in 2890904.5 9 accordance with this Section 5C and shall not use such terms, data or information for purposes unrelated to this Agreement or disclose the same to others except as expressly permitted hereunder. The preceding sentence shall not be construed to prevent Buyer from disclosing to Buyer’s Representatives such data and information required to perform their designated tasks in connection with Buyer’s inspection of the Property, provided Buyer advises any such party of the confidential nature of the information disclosed, instructs such party to treat such information as confidential as required by this Section 5C. Buyer shall be liable for any failure on the part of Buyer or Buyer’s Representatives to comply with Buyer’s obligations under this Section 5C. However, neither Buyer nor Buyer’s Representatives shall have this obligation concerning information which: (a) is published or becomes publicly available or was independently developed by Buyer or Buyer’s Representatives through no violation of any obligation of confidentiality of either Buyer or Buyer’s Representatives under this Agreement; (b) is received from a third party that Buyer reasonably and in good faith concludes is not prohibited from making such disclosure by any contractual, legal, or fiduciary obligation; (c) is released from confidential treatment by the written consent of Seller; (d) is required to be disclosed in any securities filings with or disclosures to the Securities and Exchange Commission; or (e) is used by Buyer or Buyer’s Representatives in the Access Agreementownership or operation of the Property after the Closing Date, except that Buyer and Buyer’s Representatives shall maintain the confidentiality of Seller’s Proprietary Materials and Seller’s operating statements after the Closing Date. If any law, regulation, order, subpoena or governmental authority requests or requires Buyer or any of Buyer’s Representatives to disclose all or any portion of the terms, data or information required to be kept confidential hereunder, Buyer shall, to the extent legally permissible, (i) provide Seller with prompt written notice of any such request or requirement in order to afford Seller time either to seek an appropriate protective order or other reliable remedy or assurance that confidential treatment will be accorded to the requested terms, data or information or to waive compliance with this Section 5C and (ii) prior to the disclosure by Buyer or Buyer’s Representatives of any of the requested terms, data or information, Buyer shall, and shall cause Buyer’s Representatives to, cooperate with Seller in a reasonable manner, and in no event oppose any efforts by Seller, in obtaining such protective order or other reliable remedy or assurance. If no such protective order or other remedy or assurance is obtained, or if Seller waives compliance with this Section 11H. 5C in writing, then Buyer or Buyer’s Representatives, as the case may be, may disclose only that portion of the requested terms, data or information that, in the reasonable opinion of its legal counsel, is legally required to be disclosed, and shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the disclosed terms, data or information and will preserve the confidentiality of the remainder of the terms, data or information required to be kept confidential hereunder. Buyer shall inform Seller of the proposed disclosure and shall consider the suggestions of Seller concerning the nature and scope of the information Buyer proposes to disclose. In the event this Agreement is terminated, Buyer shall promptly destroy or return to Seller any documents, schedules, exhibits or other written information obtained from Seller or any “Seller Party” (as defined below) in connection with this Agreement or the transactions contemplated hereby and shall destroy all Internal Documents. In the event of a breach or threatened breach by Buyer or Buyer’s Representatives of this Section 5C, Seller shall be irreparably and immediately harmed and shall be entitled to equitable relief, including an injunction restraining Buyer from disclosing, in whole or in part, such confidential terms, data or information. Nothing herein shall be construed as prohibiting Seller from pursuing any other available remedy at law or in equity for such breach or threatened breach. Buyer acknowledges 2890904.5 10 that, except as may otherwise be expressly set forth in this Agreement or in the “Closing Documents” (as defined below), neither Seller nor any Seller Parties make any warranty or representation regarding the any information obtained from Seller or any Seller Party in connection with this Agreement or the transactions contemplated hereby or any other information disclosed by Seller or any Seller Parties. The provisions of this Section 5C shall survive the Closing or any earlier termination of this Agreement.

Conduct of Due Diligence. Buyer hereby joins in the execution as “Reviewer” of that certain Access Agreement between Seller and LaSalle Investment Management, Inc., a Maryland corporation, dated as of November 2, 2015 (the “Access Agreement”). Buyer shall at all times conduct such due diligence in compliance with, and subject to, applicable laws and the terms of the Tenant Leases, and pursuant to and in accordance with the Access Agreement, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property, or any tenants, subtenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, and so as not to materially interfere with the operation or use of the Property and so as not to materially interfere with or disturb the operations or occupancy of tenants and subtenants at the Property, and Buyer shall indemnify, defend and hold Seller, the “Seller Parties” (as hereinafter defined) and the Property harmless from and against any such liability, damage, cost or expense (the foregoing obligation surviving any termination of this Agreement or the Closing, as applicable). Subject to the terms of the Tenant Leases and the Access Agreement, Buyer shall conduct its investigations, reviews and examinations of the Property at agreed upon 7 times during normal business hours on business days and upon receipt of reasonably advance written notice to Seller. Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer, in each case, without Seller’s express written consent in its sole and absolute discretion, (a) allow, conduct or make any intrusive physical testing, inspection or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like); (b) disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property; (c) contact any tenant or subtenant of the Property, unless such tenant interview is conducted pursuant to a pre scheduled appointment to be made by Seller at a time mutually and reasonably agreed between Seller and Buyer; or (d) contact any governmental or quasi-governmental authority having jurisdiction over the Property (other than contact necessary to obtain a zoning compliance letter). Seller shall have the right, at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually agreeable time to Buyer and Seller. In the event of any termination of this Agreement, Buyer shall, within one (1) business day of such termination (i) return all documents and other materials furnished by Seller or Seller’s representatives, agents, attorneys or brokers relating to the Property and (ii) deliver to Seller true, accurate and complete copies of any written reports prepared for or on behalf of Buyer by any third party in connection with Buyer’s due diligence activities, without representation or warranty of any kind. Buyer shall keep all information and data received or discovered in connection with any of the interviews, inspections, reviews or examinations strictly confidential in accordance with the “Confidentiality Agreement” (as defined in the Access Agreement) and Section 11H. The provisions of this Section 5C shall survive the Closing or any earlier termination of this Agreement.

Conduct of Due Diligence. Buyer hereby joins in the execution as “Reviewer” of that certain Access Agreement between Seller and LaSalle Investment Management, Inc., a Maryland corporation, dated as of November 2, 2015 (the “Access Agreement”). Buyer shall at all times conduct such due diligence in compliance with, and subject to, with applicable laws and the terms of the Tenant Leases, and pursuant to and in accordance with the Access Agreement, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property, Property or any tenants, subtenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, and or so as not to materially interfere with the operation or use of the Property (and so as including not to materially interfere interfering with or disturb disturbing the operations or occupancy of tenants and subtenants any tenant at the Property), and Buyer shall indemnify, defend and hold Seller, the “Seller Parties” (as hereinafter defined) and the Property harmless from and against any such liability, damage, loss, cost or expense (the foregoing obligation surviving any termination of this Agreement or the Closing, as applicableAgreement). Subject to the terms of the Tenant Leases and the Access Agreement, Buyer shall conduct its investigations, reviews and examinations of the Property at agreed upon times solely during normal business hours on business days (unless otherwise approved in writing by Seller) and upon receipt of reasonably advance at least two (2) business days’ prior written notice to SellerSeller (provided, however, that Seller acknowledges that Buyer has conducted due diligence inspections on January 4, 2006, and that with respect to such inspection, Buyer has delivered to Seller all required notice). Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer, in each case, without Seller’s express written consent in its sole and absolute discretion, : (a) allow, conduct or make any intrusive physical testing, inspection testing or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like); (b) , or disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property, without Seller’s express written consent in its sole and absolute discretion the granting of such consent shall include the right to disclose such results to Buyer’s lenders and attorneys; (cb) contact any tenant or subtenant of the Property, unless such tenant interview is conducted pursuant Property without Seller’s express written or verbal consent to conduct a pre pre-scheduled appointment to be made by Seller at a time mutually and reasonably agreed between Seller and BuyerSeller; or (dc) contact any governmental or quasi-governmental authority having jurisdiction over the Property without Seller’s express written consent in its sole and absolute discretion. Notwithstanding the foregoing, Buyer shall have the right to conduct a Phase I environmental investigation at the Property, provided that Seller shall have provided its prior written consent and approval, not to be unreasonably withheld, as to each of the following: (other than contact necessary i) the contractor who will be conducting such testing; (ii) such contractor’s insurance coverage; and (iii) the scope and nature of the testing to obtain a zoning compliance letter)be performed by such contractor. Seller shall have the right, at its option, to cause a representative of Seller to be present at all interviews, inspections, reviews and examinations conducted hereunder, and Buyer shall cooperate in good faith with Seller to schedule permitted interviews and inspections at a mutually agreeable time to Buyer and Seller. At Seller’s written request, Buyer shall promptly deliver to Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party; provided, however, that such documents shall be delivered subject to the terms thereof (including any agreement relating to the preparation of the same) and without any representation or warranty of Buyer to Seller as to the accuracy of the information contained therein. In the event of any termination of this Agreement, Buyer shall, within one (1) business day of such termination (i) shall return all documents and other materials furnished by Seller or Seller’s representatives, agents, attorneys or brokers relating to the Property and (ii) deliver to Seller true, accurate and complete copies of any written reports prepared for or on behalf of Buyer by any third party in connection with Buyer’s due diligence activities, without representation or warranty of any kindhereunder. Buyer shall keep all information regarding the contemplated sale of the Property and the proposed terms thereof, and data received or discovered in connection with any of the interviews, inspections, reviews or examinations examinations, strictly confidential in accordance with Section 11H; provided that Seller agrees that Buyer may disclose the “Confidentiality Agreement” (contemplated sale of the Property to Seller’s current parking garage operator in connection with Buyer’s negotiation of a parking operation agreement with such parking operator as defined in the Access Agreement) and Section 11H. The provisions of this Section 5C shall survive the Closing or any earlier termination of this Agreementlong as Buyer instructs such parking operator to keep confidential such contemplated sale.