Common use of Due Diligence Inspections Clause in Contracts

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of As used in this Agreement, Seller the term “Due Diligence Period” shall permit Purchaser mean the period from the date hereof until 5:00 p.m. Los Angeles, California time on May 21, 2013. During the Due Diligence Period and thereafter through Closing, and with reasonable advance notice to Seller, Purchaser, its authorized agents and representatives shall be entitled to inspect enter onto the Real Property during reasonable business hours (subject to the rights of tenants in possession) to perform due diligence, soil analysis inspections and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection tests of the Property shall be solely Purchaser’s expense. and the structural and mechanical systems within any Improvements and interview tenants with Seller reserves having the right to have a representative be present at the time of making during any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellertenant interviews; provided, however, that delivery in no event shall (i) such inspections or tests unreasonably disrupt or disturb the on-going operation of the Property or the rights of the tenants at the Property, or (ii) Purchaser or its agents or representatives drill or bore on or through the surface of the Property or perform any invasive testing without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. After making such copies tests and information shall be without warranty or representation whatsoeverinspections, express or implied, including, without limitation, any warranty or representation as Purchaser agrees to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) promptly restore the Property to its condition prior to such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain, and shall cause each of its contractors and agents to maintain, at Purchaser’s sole cost and expense, general liability insurance, in the amount of One Million Dollars ($1,000,000) combined single limit for personal injury and property damage per occurrence, such policies to name Seller and Seller’s property manager as additional insured parties, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with any entering of the Property. If Purchaser terminates this Agreement (other than as a result of a default by Seller), then, upon request from Seller (and only if and to the extent so requested), Purchaser agrees to promptly deliver to Seller copies of all final third-party reports, studies and results of physical tests and investigations obtained or conducted on behalf of Purchaser with respect to the Property provided that all such reports shall be provided without any representations and warranties on the part of Purchaser of any kind regarding the accuracy or thoroughness of the information contained in the materials delivered to Seller and subject to the confidentiality provisions contained therein. Purchaser’s obligation to restore the Property and Purchaser’s delivery obligation under the preceding sentence shall survive any termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller Contributor shall permit Purchaser GIPLP and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Contributor to inspect the Property to perform due all diligence, studies, appraisals, inspections, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, investigations and make copies thereoftests, at such times during normal business hours as Purchaser GIPLP or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with SellerContributor’s rights and obligations as landlord under the Leases. Further, GIPLP shall use commercially reasonable efforts to not affect, interrupt or interfere with the Tenants’ use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser GIPLP relating to the inspection of the Property shall be solely PurchaserGIPLP’s expense. Seller reserves Contributor or its representatives shall have the right to have a representative present at accompany GIPLP and GIPLP’s representatives in connection with any inspections and other activities on the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspectionProperty. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser GIPLP or any of its representatives, agents agents, consultants or contractors damages or disturbs the Property or any portion thereof, Purchaser GIPLP shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser GIPLP hereby agrees to and shall indemnify, defend and hold harmless Seller Contributor from and against any and all expense, loss or damage which Seller Contributor may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser GIPLP or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection Contributor and other than any expense, loss or damage resulting from the discovery or non-negligent release of any Hazardous Substances existing at the Property prior to GIPLP’s (or its contractors, consultants, agents, representatives or employees) entry (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser GIPLP or its representatives, agents or contractors). Said indemnification agreement . (c) GIPLP shall survive keep the Closing results of all inspections conducted pursuant to this Agreement confidential and any earlier termination shall not disclose such results except (i) to such of GIPLP’s employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this Agreement. Purchaser shall maintain confidentiality provision, (ii) to the designee or assignee of GIPLP and shall ensure that Purchaser’s consultants to such of its officers, directors, members, managers or general partners and contractors maintain commercial general liability insurance their employees, consultants, attorneys, affiliates and advisors who have a need to know the information in an amount not less than $1,000,000connection with the contemplated transaction and who have agreed, combined single limitin writing, and in form and substance adequate to insure against all liability be bound by the terms of Purchaser and its consultants and contractorsthis confidentiality provision, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property (iii) to any lender or investor or any part thereof made on Purchaser’s behalf. Purchaser agrees prospective lender or investor of GIPLP or any designee or assignee and who have agreed, in writing, to provide be bound by the terms of this confidentiality provision, (iv) to Seller the extent the same shall be or have otherwise become publicly available other than as a certificate result of insurance a disclosure by GIPLP, its designee, assignee or Affiliates, (v) to the extent required to be disclosed by law or during the course of or in connection with regard to each applicable liability insurance policy prior to any entry upon litigation, hearing or other legal proceeding, or (vi) with the Property by Purchaser or its consultants or contractorswritten consent of Contributor, as the case may be; it being expressly acknowledged and agreed by GIPLP that the foregoing confidentiality agreements shall survive the termination of this Agreement. (d) GIPLP shall not permit any construction, pursuant mechanic’s, materialman’s or other lien to be filed against any of the Property as the result of any work, labor, service or materials performed or furnished, by, for or to GIPLP, its employees, agents and/or contractors. If any such lien shall at any time be filed against the Property, GIPLP shall, without expense to Contributor, cause the same to be discharged of record by payment, bonds, order of a court of competent jurisdiction or otherwise, within thirty (30) days of the filing thereof. GIPLP shall indemnify, defend and hold harmless Contributor against any and all claims, losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs), arising out of the filing of any such liens and/or the failure of GIPLP to cause the discharge thereof as same is provided herein. (e) GIPLP shall procure (or shall cause its agents or representatives entering the Property to procure) and continue in force and effect from and after the date GIPLP first desires to enter the Property, and continuing throughout the term of this Section 3.1Agreement, the following insurance coverages placed with an insurance company having an A.M. Best’s rating of “A-IX” or better: comprehensive general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence or commercial general liability insurance with an aggregate limit of not less than $2,000,000.00. To the extent such $1,000,000.00 limit of liability is shared with multiple properties, a per location aggregate shall be included. GIPLP shall deliver to Contributor a certificate of such insurance evidencing such coverage prior to the date GIPLP is permitted to enter the Property. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Contributor.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of As used in this Agreement, Seller the term “Due Diligence Period” shall permit Purchaser mean the period from the date hereof until 5:00 p.m. Los Angeles, California time on December 17, 2012. During the Due Diligence Period and thereafter through Closing, and with reasonable advance notice to Seller, Purchaser, its authorized agents and representatives shall be entitled to inspect enter onto the Real Property during reasonable business hours (subject to the rights of tenants in possession) to perform due diligence, soil analysis inspections and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection tests of the Property shall be solely Purchaser’s expense. and the structural and mechanical systems within any Improvements and interview tenants with Seller reserves having the right to have a representative be present at the time of making during any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellertenant interviews; provided, however, that delivery in no event shall (i) such inspections or tests unreasonably disrupt or disturb the on-going operation of the Property or the rights of the tenants at the Property, or (ii) Purchaser or its agents or representatives drill or bore on or through the surface of the Property or perform any invasive testing without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. After making such copies tests and information shall be without warranty or representation whatsoeverinspections, express or implied, including, without limitation, any warranty or representation as Purchaser agrees to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) promptly restore the Property to its condition prior to such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain, and shall cause each of its contractors and agents to maintain, at Purchaser’s sole cost and expense, general liability insurance, in the amount of One Million Dollars ($1,000,000) combined single limit for personal injury and property damage per occurrence, such policies to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with any entering the Property. If Purchaser terminates this Agreement (other than as a result of a default by Seller), then, upon request from Seller, Purchaser agrees to promptly deliver to Seller copies of all final third-party reports, studies and results of physical tests and investigations obtained or conducted on behalf of Purchaser with respect to the Property provided that all such reports shall be provided without any representations and warranties on the part of Purchaser of any kind regarding the accuracy or thoroughness of the information contained in the materials delivered to Seller and subject to the confidentiality provisions contained therein. Purchaser’s obligation to restore the Property and Purchaser’s delivery obligation under the preceding sentence shall survive any termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller Contributor shall permit Purchaser GIPLP and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Contributor to inspect the Property to perform all due diligence, studies, appraisals, inspections, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, investigations and make copies thereoftests, at such times during normal business hours as Purchaser GIPLP or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with SellerContributor’s rights and obligations as landlord under the Leases. Further, GIPLP shall use commercially reasonable efforts to not affect, interrupt or interfere with the Tenants’ use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser GIPLP relating to the inspection of the Property shall be solely PurchaserGIPLP’s expense. Seller reserves Contributor or its representatives shall have the right to have a representative present at accompany GIPLP and GIPLP’s representatives in connection with any inspections and other activities on the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspectionProperty. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser GIPLP or any of its representatives, agents agents, consultants or contractors damages or disturbs the Property or any portion thereof, Purchaser GIPLP shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser GIPLP hereby agrees to and shall indemnify, defend and hold harmless Seller Contributor from and against any and all expense, loss or damage which Seller Contributor may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser GIPLP or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection Contributor and other than any expense, loss or damage resulting from the discovery or non-negligent release of any Hazardous Substances existing at the Property prior to GIPLP’s (or its contractors, consultants, agents, representatives or employees) entry (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser GIPLP or its representatives, agents or contractors). Said indemnification agreement . (c) GIPLP shall survive keep the Closing results of all inspections conducted pursuant to this Agreement confidential and any earlier termination shall not disclose such results except (i) to such of GIPLP’s employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this Agreement. Purchaser shall maintain confidentiality provision, (ii) to the designee or assignee of GIPLP and shall ensure that Purchaser’s consultants to such of its officers, directors, members, managers or general partners and contractors maintain commercial general liability insurance their employees, consultants, attorneys, affiliates and advisors who have a need to know the information in an amount not less than $1,000,000connection with the contemplated transaction and who have agreed, combined single limitin writing, and in form and substance adequate to insure against all liability be bound by the terms of Purchaser and its consultants and contractorsthis confidentiality provision, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property (iii) to any lender or investor or any part thereof made on Purchaser’s behalf. Purchaser agrees prospective lender or investor of GIPLP or any designee or assignee and who have agreed, in writing, to provide be bound by the terms of this confidentiality provision, (iv) to Seller the extent the same shall be or have otherwise become publicly available other than as a certificate result of insurance a disclosure by GIPLP, its designee, assignee or Affiliates, (v) to the extent required to be disclosed by law or during the course of or in connection with regard to each applicable liability insurance policy prior to any entry upon litigation, hearing or other legal proceeding, or (vi) with the Property by Purchaser or its consultants or contractorswritten consent of Contributor, as the case may be; it being expressly acknowledged and agreed by GIPLP that the foregoing confidentiality agreements shall survive the termination of this Agreement. (d) GIPLP shall not permit any construction, pursuant mechanic’s, materialman’s or other lien to be filed against any of the Property as the result of any work, labor, service or materials performed or furnished, by, for or to GIPLP, its employees, agents and/or contractors. If any such lien shall at any time be filed against the Property, GIPLP shall, without expense to Contributor, cause the same to be discharged of record by payment, bonds, order of a court of competent jurisdiction or otherwise, within thirty (30) days of the filing thereof. GIPLP shall indemnify, defend and hold harmless Contributor against any and all claims, losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs), arising out of the filing of any such liens and/or the failure of GIPLP to cause the discharge thereof as same is provided herein. (e) GIPLP shall procure (or shall cause its agents or representatives entering the Property to procure) and continue in force and effect from and after the date GIPLP first desires to enter the Property, and continuing throughout the term of this Section 3.1Agreement, the following insurance coverages placed with an insurance company having an A.M. Best’s rating of “A-IX” or better: comprehensive general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence or commercial general liability insurance with an aggregate limit of not less than $2,000,000.00. To the extent such $1,000,000.00 limit of liability is shared with multiple properties, a per location aggregate shall be included. GIPLP shall deliver to Contributor a certificate of such insurance evidencing such coverage prior to the date GIPLP is permitted to enter the Property. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Contributor.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller Sellers shall permit Purchaser and its authorized representatives to inspect the Property Properties, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller Sellers with respect to the PropertyProperties, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Sellers as landlord under the their respective Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants without at least two (2) Business Days’ advance written notice to Sellers. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property Properties shall be solely Purchaser’s expense. Seller reserves Sellers reserve the right to have a representative present at the time of making any such inspectioninspection and at the time of any such interviews with the tenants. Purchaser shall notify Seller Sellers not less than one two (12) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly deliver to Sellers (and as a condition if contractually permitted to the refund of the Xxxxxxx Moneydo so) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Purchaser shall use commercially reasonable efforts to avoid any contractual obligations prohibiting the delivery to Sellers of copies of such reports, surveys and information. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the either Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless each Seller from and against any and all expense, loss or damage which such Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage . Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property Properties or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller Sellers a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the either Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of As used in this Agreement, the term “Due Diligence Period” means until 5:00 p.m. Pacific Standard Time expiring on Thursday, February 18, 2010. Purchaser shall have the right, in its sole and absolute discretion, to determine during the Due Diligence Period if Purchaser elects to terminate this Agreement on or before the last day of the Due Diligence Period. On or before the last day of the Due Diligence Period, Purchaser may disapprove and terminate in its entirety for any reason, by written notice to Seller and Title Company, this Agreement. Unless Purchaser delivers such disapproval notice to Seller and Title Company on or before the expiration of the Due Diligence Period, Purchaser shall permit have conclusively deemed to have elected to proceed to the Closing. Seller has delivered to Purchaser the documents, reports, plans and materials set forth on Exhibit C, attached hereto and incorporated herein (collectively, the “Due Diligence Materials”). During the Due Diligence Period, and with reasonable advance notice to Seller, Purchaser, its authorized agents, representatives to inspect and consultants may enter onto the Property during business hours and upon at least eighteen (18) hours prior written notice to Seller to perform due diligenceinspections, soil analysis tests, studies, investigations and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection evaluations of the Property shall be solely Purchaser’s expense. Seller reserves the right and all matters related to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunderits ownership, Purchaser shall promptly (value, condition, development, maintenance, use, operation and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or impliedenjoyment, including, without limitation, matters related to soils, drainage, environmental matters, and other aspects of physical condition, and the physical and economic viability of the Purchaser’s projected use and redevelopment on the Property and to conduct tests on the structural, mechanical and other systems within any warranty or representation as Improvements. Seller, at its election and without obligation to ownershipdo so (but at Seller’s cost), accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that may have a representative accompany any such entry by Purchaser or any its contractors and monitor the inspection activities being undertaken. Notwithstanding the foregoing, Purchaser, its agents, representatives and consultants shall not conduct invasive testing of its representatives, agents or contractors damages or disturbs the Property such as demolition, drilling or excavation unless and until Purchaser shall have obtained Seller’s prior written consent thereto, which consent Seller may give or withhold in Seller’s sole and absolute discretion. After any portion thereofsuch tests and/or inspections, Purchaser shall return promptly restore the same Property to substantially the same condition which that existed immediately prior to making such damage tests and inspections (which obligation shall survive the Closing or disturbanceany termination of this Agreement). Prior to Purchaser hereby agrees entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain, or shall cause each of its contractors and agents to maintain (and shall indemnifydeliver to Seller evidence thereof), defend at no cost or expense to Seller, general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of One Million Dollars ($1,000,000.00) combined single limit for personal injury and hold harmless property damage per occurrence. Such policies shall name Seller from as an additional insured party by endorsement and shall provide coverage against any and all expense, loss claim for personal liability or property damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property caused by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of representatives or consultants in connection with such inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1tests.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s 's rights and obligations as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview the tenant of the Property without the express prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s 's expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and tour and at the time of any interviews with the tenant of the Property. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspectioninspection or tour. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s 's fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s 's consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s 's behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than TWO MILLION and NO/100 DOLLARS ($1,000,0002,000,000 U.S.), combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property request by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the Leases. Purchaser's contact with any tenants of the Property shall be limited to customary tenant interviews, and Purchaser shall not have the right to interview any tenant under a Lease without providing Seller with an opportunity to jointly conduct such interview. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s 's expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection, which notice may be given verbally to Dxxxx Xxxxxxx at 770.243.8135 and either Mxxxxxx X. Xxxx at 303.813.6475 or Cxxx X. Xxxxx at 303.813.6452 (by actually speaking with, and not by leaving a voicemail or other message for Dxxxx Xxxxxxx and either Mxxxxxx X. Xxxx or Cxxx X. Xxxxx. (b) If the Closing is not consummated hereunder, Purchaser shall promptly deliver to Seller (and as a condition if contractually permitted to the refund of the Xxxxxxx Moneydo so) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Purchaser shall use commercially reasonable efforts to avoid any contractual obligations prohibiting the delivery to Seller of copies of such reports, surveys and information. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s 's fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from entry on the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on Property. Said indemnification shall not extend to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement, until the expiration of any applicable statute of limitations. Purchaser shall maintain and shall ensure that Purchaser’s 's consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s 's behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Seller to inspect the Property to perform due all diligence, studies, appraisals, inspections, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, investigations and make copies thereoftests, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically ; provided however Purchaser may not perform any invasive testing and/or Phase II or Phase III environmental site assessments on the Property without Seller’s written consent which consent shall not include any physically intrusive testingbe unreasonably withheld, conditioned or delayed; provided, Seller’s consent shall not be required to the extent invasive testing is necessary for Purchaser to satisfy the “all appropriate inquiry” criteria under CERCLA so long as Purchaser provides Seller written notice at least five (5) days prior to said invasive testing is performed. All such inspections shall be performed in such a manner subject to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, and in compliance with Seller’s rights and obligations as landlord under the LeasesLease. Further, Purchaser shall use commercially reasonable efforts to not affect, interrupt or interfere with Tenant’s use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser and/or in any way relating to the Purchaser’s inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents agents, consultants or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees and costs actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement The foregoing Purchaser obligation to indemnify, defend and hold Seller harmless shall survive the Closing and any earlier and/or termination of this Agreement. . (c) Purchaser shall maintain keep the results of all inspections conducted pursuant to this Agreement confidential and shall ensure that not disclose such results except (i) to such of Purchaser’s consultants employees, consultants, attorneys, affiliates and contractors maintain commercial general liability insurance advisors who have a need to know the information in an amount not less than $1,000,000connection with the transaction contemplated in this Agreement and who have agreed, combined single limitin writing, and in form and substance adequate to insure against all liability be bound by the terms of this confidentiality provision, (ii) to the permitted assignee of Purchaser and to such of its consultants members, managers or general partners and contractorstheir employees, respectivelyconsultants, attorneys, affiliates and each advisors who have a need to know the information in connection with the transaction contemplated in this Agreement and who have agreed, in writing, to be bound by the terms of their respective agentsthis confidentiality provision, employees and contractors, arising out of inspections and testing of the Property (iii) to any lender or investor or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate prospective lender or investor of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or any permitted assignee and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iv) to the extent the same shall be or have otherwise become publicly available other than as a result of a disclosure by Purchaser, its consultants permitted assignee or contractorsaffiliates, (v) to the extent required to be disclosed by law or during the course of or in connection with any litigation, hearing or other legal proceeding, or (vi) with the written consent of Seller, as the case may be; it being expressly acknowledged and agreed by Purchaser that the foregoing confidentiality agreements shall survive the termination of this Agreement. (d) Purchaser shall not permit any construction, pursuant mechanic’s, materialman’s or other lien to be filed against any of the Property as the result of any work, labor, service or materials performed or furnished, by, for or to Purchaser, its employees, agents and/or contractors. If any such lien shall at any time be filed against the Property, Purchaser shall, without expense to Seller, cause the same to be discharged of record by payment, bonds, order of a court of competent jurisdiction or otherwise, within thirty (30) days of the filing thereof. Purchaser shall indemnify, defend and hold harmless Seller against any and all claims, losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs), arising out of the filing of any such liens and/or the failure of Purchaser to cause the discharge thereof as same is provided herein. The foregoing Purchaser obligation to indemnify, defend and hold Seller harmless shall survive the Closing and/or termination of this Agreement. (e) Purchaser shall procure (or shall cause its agents or representatives entering the Property to procure) and continue in force and effect from and after the date Purchaser first desires to enter the Property, and continuing throughout the term of this Agreement, the following insurance coverages: comprehensive general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence or commercial general liability insurance with limits of not less than $1,000,000.00 per occurrence and in the aggregate. To the extent such $1,000,000.00 limit of liability is shared with multiple properties, a per location aggregate of not less than $1,000,000.00 shall be included. Seller and/or its designees shall be included as additional insureds under such comprehensive general liability or commercial general liability coverage. Purchaser shall deliver to Seller a certificate of such insurance evidencing such coverage prior to the date Purchaser is permitted to enter the Property. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Seller. The minimum levels of insurance coverage to be maintained by Purchaser hereunder shall not limit Purchaser’s liability under this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Properties, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the PropertyProperties, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testingtesting without the prior written consent of Seller. All such inspections and permitted testing shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the Leases. Purchaser shall repair any damage caused by or resulting from any such testing, and shall restore the Properties to the condition in which the same were in before any such testing. Purchaser’s contact with any tenant of the Properties shall be limited to customary tenant interviews, and Purchaser shall not have the right to interview the tenants under the Leases without providing Seller with an opportunity to jointly conduct such interview. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property Properties shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. If Purchaser desires to perform any invasive or physically intrusive testing of the Properties, including, without being limited to, any sampling in connection with the Phase II environmental assessments of the Properties, or any other investigation that will involve the removal of flooring, making excavations or test borings, disturbance of any plants, trees or shrubs, or any other invasive test or activity (collectively, “Invasive Testing”), then Purchaser shall provide to either Xxxx X. XxXxx or Xxxxx Xxxxx a written request for approval therefor, which Invasive Testing request shall include the nature and scope of the proposed Invasive Testing and the identity of the company or persons by whom it would be performed. Seller shall approve or disapprove, in Seller’s reasonable discretion, any such Invasive Testing request in writing within two (2) Business Days following Seller’s receipt thereof, if received on a Business Day. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller, as to the Properties; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property Properties or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)inspection. Said indemnification agreement shall survive the Closing until the expiration of any applicable statute of limitations and shall survive any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property Properties by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. After the expiration of the Inspection Period and the delivery by Purchaser of the Additional Xxxxxx Money to Escrow Agent, Purchaser may show the Property to prospective tenants. All such inspections and tours under this Section 3.1(a) shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants of the Property without the express prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and tour and at the time of any interviews with the tenants of the Property. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspectioninspection or tour. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition deliver to the refund of the Xxxxxxx Money) deliver Seller copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement.. PURCHASE AND SALE AGREEMENT 9 PACES PAVILION ATLANTA, GEORGIA (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage . Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include include, without Seller’s prior written consent in its sole and absolute discretion, any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants without Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and on not less than two (2) Business Days’ advance written notice to Seller. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and at the time of any such interview with any tenant. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspection. (b) If Except for any Environmental Site Assessments (“ESA”) conducted by Purchaser with regard to the Property, which ESA Purchaser agrees to provide to Seller if the Closing is not consummated hereunderdue to the default of Purchaser, Purchaser shall promptly (and as a condition not be obligated to the refund deliver to Seller copies of some or all of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections Purchaser’s inspection of the Property unless consented to Seller; provided, however, that delivery by the party preparing same and unless Seller reimburses Purchaser for the cost of such copies reports and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwiserequests a copy of such reports in writing. This Section 3.1(b2.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. . (d) Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s attorneys’ fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage . Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release unless such discovery was made by Purchaser through Purchaser’s physically intrusive testing in violation of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)this Agreement. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement. . (e) Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit2,000,000 per occurrence, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Said commercial general liability insurance shall name Seller, Piedmont Office Realty Trust, Inc., Piedmont Office Holdings, Inc., Piedmont Operating Partnership, L.P. and Piedmont Office Management, LLC as Additional Insureds, shall be primary and non-contributory to any insurance held by Additional Insureds, and shall contain a waiver of subrogation provision in favor of Additional Insureds. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.12.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Seller to inspect the Property to perform due all diligence, studies, appraisals, inspections, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, investigations and make copies thereoftests, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the LeasesLease. Further, Purchaser shall use commercially reasonable efforts to not affect, interrupt or interfere with Xxxxxx’s use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Purchaser shall not be permitted to conduct borings of the Property or drilling in or on the Property, or any other invasive testing, in connection with the preparation of an environmental audit or in connection with any other inspection of the Property without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed by Seller reserves (and, if such consent is given, (i) Purchaser shall be obligated to pay to Seller promptly upon demand the right cost of repairing and restoring any damage as aforesaid and (ii) Seller and Purchaser shall reasonably cooperate in good faith to have a representative present at establish the time scope and the timing of making any such inspectionboring, drilling or other invasive testing on the Property). Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection.18246046_5 (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents agents, consultants or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement The foregoing Purchaser obligation to indemnify, defend and hold Seller harmless shall survive the Closing and any earlier termination of this Agreement. . (c) Purchaser shall maintain keep the results of all inspections conducted pursuant to this Agreement confidential and shall ensure that not disclose such results except (i) to such of Purchaser’s consultants employees, consultants, attorneys, affiliates and contractors maintain commercial general liability insurance advisors who have a need to know the information in an amount not less than $1,000,000connection with the contemplated transaction and who have agreed, combined single limitin writing, and in form and substance adequate to insure against all liability be bound by the terms of this confidentiality provision, (ii) to the permitted assignee of Purchaser and to such of its consultants members, managers or general partners and contractorstheir employees, respectivelyconsultants, attorneys, affiliates and each advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of their respective agentsthis confidentiality provision, employees and contractors, arising out of inspections and testing of the Property (iii) to any lender or investor or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate prospective lender or investor of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or any permitted assignee and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iv) to the extent the same shall be or have otherwise become publicly available other than as a result of a disclosure by Purchaser, its consultants permitted assignee or contractorsaffiliates, (v) to the extent required to be disclosed by law or during the course of or in connection with any litigation, hearing or other legal proceeding, or (vi) with the written consent of Seller, as the case may be; it being expressly acknowledged and agreed by Purchaser that the foregoing confidentiality agreements shall survive the termination of this Agreement. (d) Purchaser shall not permit any construction, pursuant mechanic’s, materialman’s or other lien to be filed against any of the Property as the result of any work, labor, service or materials performed or furnished, by, for or to Purchaser, its employees, agents and/or contractors. If any such lien shall at any time be filed against the Property, Purchaser shall, without expense to Seller, cause the same to be discharged of record by payment, bonds, order of a court of competent jurisdiction or otherwise, within thirty (30) days of the filing thereof. Purchaser shall indemnify, defend and hold harmless Seller against any and all claims, losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs), arising out of the filing of any such liens and/or the failure of Purchaser to cause the discharge thereof as same is provided herein. The foregoing Purchaser obligation to indemnify, defend and hold Seller harmless shall survive the termination of this Agreement. (e) Purchaser shall procure (or shall cause its agents or representatives entering the Property to procure) and continue in force and effect from and after the date Purchaser first desires to enter the Property, and continuing throughout the term of this Agreement, the following insurance coverages with an insurance company licensed to do 18246046_5 business in the State of Florida: comprehensive general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence or commercial general liability insurance with limits of not less than $1,000,000.00 per occurrence and in the aggregate. To the extent such $1,000,000.00 limit of liability is shared with multiple properties, a per location aggregate of not less than $1,000,000.00 shall be included. Seller and/or its designees shall be included as additional insureds under such comprehensive general liability or commercial general liability coverage. Purchaser shall deliver to Seller a certificate of such insurance evidencing such coverage prior to the date Purchaser is permitted to enter the Property. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Seller. The minimum levels of insurance coverage to be maintained by Purchaser hereunder shall not limit Purchaser’s liability under this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller Contributor shall permit Purchaser GIPLP and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Contributor to inspect the Property to perform due all diligence, studies, appraisals, inspections, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, investigations and make copies thereoftests, at such times during normal business hours as Purchaser GIPLP or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s Contributor's rights and obligations as landlord under the LeasesLease. Further, GIPLP shall use commercially reasonable efforts to not affect, interrupt or interfere with the Tenants' use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser GIPLP relating to the inspection of the Property shall be solely Purchaser’s GIPLP's expense. Seller reserves Contributor or its representatives shall have the right to have a representative present at accompany GIPLP and GIPLP's representatives in connection with any inspections and other activities on the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspectionProperty. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser GIPLP or any of its representatives, agents agents, consultants or contractors damages or disturbs the Property or any portion thereof, Purchaser GIPLP shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser GIPLP hereby agrees to and shall indemnify, defend and hold harmless Seller Contributor from and against any and all expense, loss or damage which Seller Contributor may incur (including, without limitation, reasonable attorney’s 's fees actually incurred) as a result of any act or omission of Purchaser GIPLP or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection Contributor and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser GIPLP or its representatives, agents or contractors). Said indemnification agreement . (c) GIPLP shall survive keep the Closing and any earlier termination results of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, conducted pursuant to this Section 3.1.Agreement confidential and shall not disclose such results except (i) to such of GIPLP's employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (ii) to the designee or assignee of GIPLP and to such of its officers, directors, members, managers or general partners and their employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iii) to Contributor, (iv) any lender or investor or any prospective lender or investor of GIPLP or any designee or assignee and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (v) to the extent the same shall be or have otherwise become publicly available other than as a result of a disclosure by GIPLP, its designee, assignee or Affiliates, (vi) to the extent required to be disclosed by law or during the course of or in connection with any litigation, hearing or other legal proceeding, or

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date (or the Extension Closing Date, if applicable) or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All Seller reserves the right to have a representative present at the time of making any such inspections inspection. Purchaser agrees that Purchaser shall be performed in such a manner to minimize any interference make no contact with and shall not interview the business tenant of the tenants under Property without the Leases at the Property andexpress prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. (b) Purchaser shall notify Seller not less than two (2) Business Days in each caseadvance of making any such inspection, in compliance with Seller’s rights and obligations as landlord under the Leasestour or interview. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (bc) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (cd) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of As used in this Agreement, Seller the term "Due Diligence Period" shall permit Purchaser mean the period from the date hereof until 5:00 p.m. Los Angeles, California time on June 10, 2013. During the Due Diligence Period and thereafter through Closing, and with reasonable advance notice to Seller, Purchaser, its authorized agents and representatives shall be entitled to inspect enter onto the Real Property during reasonable business hours (subject to the rights of tenants in possession) to perform due diligence, soil analysis inspections and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection tests of the Property shall be solely Purchaser’s expense. and the structural and mechanical systems within any Improvements and interview tenants with Seller reserves having the right to have a representative be present at the time of making during any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellertenant interviews; provided, however, that delivery in no event shall (i) such inspections or tests unreasonably disrupt or disturb the on-going operation of the Property or the rights of the tenants at the Property, or (ii) Purchaser or its agents or representatives drill or bore on or through the surface of the Property or perform any invasive testing without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. After making such copies tests and information shall be without warranty or representation whatsoeverinspections, express or implied, including, without limitation, any warranty or representation as Purchaser agrees to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) promptly restore the Property to its condition prior to such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain, and shall cause each of its contractors and agents to maintain, at Purchaser’s sole cost and expense, general liability insurance, in the amount of One Million Dollars ($1,000,000) combined single limit for personal injury and property damage per occurrence, such policies to name Seller and Seller's property manager as additional insured parties, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with any entering of the Property. If Purchaser terminates this Agreement (other than as a result of a default by Seller), then, upon request from Seller (and only if and to the extent so requested), Purchaser agrees to promptly deliver to Seller copies of all final third-party reports, studies and results of physical tests and investigations obtained or conducted on behalf of Purchaser with respect to the Property provided that all such reports shall be provided without any representations and warranties on the part of Purchaser of any kind regarding the accuracy or thoroughness of the information contained in the materials delivered to Seller and subject to the confidentiality provisions contained therein. Purchaser’s obligation to restore the Property and Purchaser’s delivery obligation under the preceding sentence shall survive any termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Seller to inspect the Property to perform due all non-invasive diligence, studies, appraisals, inspections, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, investigations and make copies thereoftests, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, performed at Purchaser’s sole risk and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Sellerthe Lease and all applicable laws and ordinances. Further, Purchaser shall not affect, interrupt or interfere with Txxxxx’s rights and obligations as landlord under use, business or operations on the LeasesProperty. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Any testing that requires a material invasion of the Land or Improvements, including a Phase II environmental site assessment, shall require Seller’s written consent, which consent (A) shall not be unreasonably withheld, conditioned or delayed by Seller reserves during the right Inspection Period, (B) may be withheld in Seller’s sole discretion after the expiration of the Inspection Period, and (C) and, if such consent is given, (i) Purchaser shall restore any damage resulting from any invasive or ground penetrating testing, and (ii) Seller and Purchaser shall reasonably cooperate in good faith to have a representative present at establish the time scope and timing of making any such inspectioninvasive or ground penetrating testing on the Property). Purchaser shall notify Seller not less than one (1) Business Day in advance agrees to provide Seller, upon request, with copies of making any such inspectioninspection or test report received by Purchaser. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same Property to substantially the same condition which existed immediately prior to such damage Purchaser’s or disturbancePurchaser’s representative’s entry. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expenseclaims, loss or damage liability and expense which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurredfees) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act negligence or omission willful misconduct of Seller during or Purchaser’s mere discovery of any environmental condition already existing on the Property as of the Effective Date so long as Purchaser and its representatives do not exacerbate such inspection and other than any expense, loss or damage resulting from condition following the discovery or release of any Hazardous Substances at thereof. The foregoing Purchaser obligations to restore the Property (other than Hazardous Substances brought on and to the Property by Purchaser or its representativesindemnify, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement defend and hold Seller harmless shall survive the Closing and or any earlier termination of this Agreement. . (c) Purchaser shall maintain keep the results of all inspections conducted pursuant to this Agreement confidential and shall ensure that not disclose such results except (i) to such of Purchaser’s consultants employees, consultants, attorneys, affiliates and contractors maintain commercial general liability insurance advisors who have a need to know the information in an amount not less than $1,000,000connection with the contemplated transaction and who have agreed, combined single limitin writing, and in form and substance adequate to insure against all liability be bound by the terms of this confidentiality provision, (ii) to the permitted assignee of Purchaser and to such of its consultants members, managers or general partners and contractorstheir employees, respectivelyconsultants, attorneys, affiliates and each advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of their respective agentsthis confidentiality provision, employees and contractors, arising out of inspections and testing of the Property (iii) to any lender or investor or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate prospective lender or investor of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or any permitted assignee and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iv) to the extent the same shall be or have otherwise become publicly available other than as a result of a disclosure by Purchaser, its consultants permitted assignee or contractorsaffiliates, (v) to the extent required to be disclosed by law or during the course of or in connection with any litigation, hearing or other legal proceeding, or (vi) with the written consent of Seller, as the case may be; it being expressly acknowledged and agreed by Purchaser that the foregoing confidentiality agreements shall survive the termination of this Agreement. 6 (d) Purchaser shall not permit any construction, pursuant mechanic’s, materialman’s or other lien to be filed against any of the Property as the result of any work, labor, service or materials performed or furnished, by, for or to Purchaser, its employees, agents and/or contractors. If any such lien shall at any time be filed against the Property, Purchaser shall, without expense to Seller, cause the same to be discharged of record by payment, bonds, order of a court of competent jurisdiction or otherwise, within thirty (30) days of the filing thereof. Purchaser shall indemnify, defend and hold harmless Seller against any and all claims, losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs), arising out of the filing of any such liens and/or the failure of Purchaser to cause the discharge thereof as same is provided herein. The foregoing Purchaser obligation to indemnify, defend and hold Seller harmless shall survive the termination of this Agreement. (e) Purchaser shall procure (or shall cause its agents or representatives entering the Property to procure) and continue in force and effect from and after the date Purchaser first desires to enter the Property, and continuing throughout the term of this Agreement, the following insurance coverages: comprehensive general liability insurance with a combined single limit of not less than $2,000,000.00 per occurrence or commercial general liability insurance with limits of not less than $2,000,000.00 per occurrence and in the aggregate. To the extent such $2,000,000.00 limit of liability is shared with multiple properties, a per location aggregate of not less than $2,000,000.00 shall be included. Seller and/or its designees shall be included as additional insureds under such comprehensive general liability or commercial general liability coverage. Purchaser shall deliver to Seller a certificate of such insurance evidencing such coverage prior to the date Purchaser is permitted to enter the Property. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Seller. The minimum levels of insurance coverage to be maintained by Purchaser hereunder shall not limit Purchaser’s liability under this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing unless Purchaser obtains Seller’s prior written consent to such testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview the tenant of the Property without the express prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and tour and at the time of any interviews, whether by phone or in person, with the tenant of the Property. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspectioninspection or tour. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Exxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From The parties hereto acknowledge that Buyer, as of the Effective Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Subject Property. If, on or prior to 5:00 p.m., on the Inspection Completion Date, Buyer determines, in its sole discretion that the Subject Property, or any part thereof, is unsatisfactory to the Buyer for any reason, Buyer shall have the right to give notice to Seller electing to terminate the Agreement, provided such notice is delivered by 5:00 p.m. on the Inspection Completion Date. In the event such notice is timely delivered by the Buyer to the Seller, then the Escrow Deposit shall be released to Seller and this Agreement shall terminate and neither party shall have any further rights or obligations under this Agreement. If such notice is not given by the Inspection Completion Date, then the condition set forth herein shall be deemed satisfied and the remainder of the Agreement shall remain in full force and effect according to its terms. (b) Seller shall timely make available to Buyer copies of any documentation reasonably requested by Buyer that is in Seller’s possession or control with respect to the Subject Property, including, but not limited to, any survey, report, environmental audit, approval, appraisal, permit, license, construction plans or specifications, title work, leases, depository information (but only as it pertains to the Branson Branch) and any other documents or instruments related to the Subject Property (collectively, “Inspection Materials”). (c) Buyer acknowledges that all Inspection Materials are proprietary and confidential in nature and will be delivered to Buyer solely to assist Buyer in determining the feasibility of purchasing the Subject Property. Accordingly, as a material inducement to Seller to deliver the Inspection Materials to Buyer, Buyer hereby covenants and agrees that neither it nor any of its representatives shall, at any time, directly or indirectly, sell, transfer, publish, divulge, display, reveal, or communicate any of the Inspection Materials or the information contained therein, to any person whatsoever and Buyer continues to be bound by the Confidentiality Agreement signed by the parties on April 9, 2018. (d) Within five (5) days after the Effective Date until the Closing Date or earlier termination of this AgreementAgreement for any reason, Buyer shall, as instructed by Seller, either (i) return and deliver to Seller shall permit Purchaser all of the Inspection Materials or (ii) destroy the same and its authorized representatives verify such to inspect the Seller. (e) Buyer hereby acknowledges, covenants, and agrees that any survey, report, environmental audit, approval, appraisal, permit, license, plans or specifications, and any other documents or instruments related to the Subject Property prepared by Seller or any third party and provided to perform due diligenceBuyer pursuant to this Agreement are provided without representation or warranty of any kind whatsoever, soil analysis either express or implied, and environmental investigations, is without recourse to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses accuracy of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspectioninformation or statements contained therein. (bf) If In conducting any inspections, investigations, tests, or other examinations of, or related to, the Closing is Subject Property, Buyer and its agents and contractors shall: (i) not consummated hereunderundertake any such inspections, Purchaser shall promptly (and as a condition to investigations, tests, or other examinations on the refund premises of the Xxxxxxx Money) deliver copies of all reportsSeller, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.or

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants tenant under the Leases Lease at the Property and, in each case, in compliance with Seller’s 's rights and obligations as landlord under the LeasesLease. Seller reserves the right to have a representative present at the time of making any such inspection and tour and at the time of any interviews with the tenant of the Property whether in person or by telephone. Purchaser shall notify Seller not less than two (2) Business Days in advance of making any such inspection, tour or interview. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants of the Property either in person or on the telephone without the express prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s 's expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reportsthe Title Commitment, surveys Survey, and other information any written environmental or property condition report furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s 's fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s 's consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s 's behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections and tours under this Section 3.1(a) shall be performed in such a manner so as not to minimize any interference unreasonably interfere with the business of the tenants tenant under the Leases at the Property andLease, in each case, and in compliance with Seller’s the rights and obligations of Seller as landlord under the LeasesLease. Purchaser agrees that Purchaser shall not initiate any contact with and shall not interview the tenant of the Property without the express prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and tour and at the time of any interviews with the tenant of the Property. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspectioninspection or tour, which notice may be given by telephone or e-mail to Xxxxx Xxxxxxxx at 000-000-0000 or xxxxx.xxxxxxxx@xxxxxxxx.xxx. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition deliver to the refund Seller copies of the Xxxxxxx Money) deliver copies most recent version of all reports, reports and surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage contractors while on the Property. Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000 (in the case of Purchaser) and $1,000,000 (in the case of Purchaser’s consultants and contractors), combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) Purchaser shall have until 5:00 p.m., Chicago time on August 22, 2006 (the “Due Diligence Period”) within which to inspect the Property, obtain any necessary internal approvals to the transaction, and satisfy itself as to all matters relating to the Property, including, but not limited to, environmental, engineering, structural, financial, title and survey matters. If Purchaser determines (in its sole discretion) that the Property is unsuitable for its purposes for any reason or no reason, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. If Purchaser so terminates this Agreement, then the Exxxxxx Money shall be returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination of this Agreement. Purchaser’s failure to so terminate this Agreement within the Due Diligence Period shall be deemed a waiver by Purchaser of the condition contained in this Section 3.1(a). (b) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to enter upon the Property in order to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. Purchaser acknowledges that certain secured areas within the premises leased by tenants may be visited or inspected by Purchaser only if the applicable tenant consents thereto. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants without the prior consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, by Txx Xxxxxxxxx on behalf of Seller. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and at the time of any permitted interviews with tenants. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors; provided, other than however, in no event shall Purchaser be liable for any expensedamages, including without limitation any perceived loss or damage to of economic value in the extent arising from any act or omission Property, solely as a result of Seller during any such inspection and other than any expense, loss or damage resulting from the Purchaser’s discovery or release of any Hazardous Substances at pre-existing conditions affecting the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Property. Said indemnification agreement shall survive the Closing until the expiration of any applicable statute of limitations and shall survive any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller the Sellers shall permit the Purchaser and its authorized representatives the Purchaser Parties to inspect the Property Property, to perform due diligence, soil analysis and environmental investigationsdiligence with respect to the Property, to examine the non-proprietary and non-confidential records of Seller with respect the Sellers pertaining to the Property, and make copies thereof, at such times during normal business hours as the Purchaser or its representatives may reasonably request, subject to the last sentence of this Section 3.1(a). All such inspections shall be nondestructive and non-invasive in nature, nature and specifically shall not include any physically intrusive testingintrusive, invasive, or destructive testing or boring without the Sellers’ prior written approval, which approval may be given or withheld in the Sellers’ sole and absolute discretion. All such inspections shall be performed in such a manner so as not to minimize any interference interfere (other than to a de minimis extent or as customarily associated with commercially reasonable due diligence activities) with the business of the tenants under the Leases Tenants at the Property and/or the operation of the Property, and, in each case, subject to the rights of Tenants under their applicable Leases. The Sellers shall have the right to have a representative of the Sellers present during any such inspection. Contact and communications by the Purchaser or the Purchaser Parties with any Tenants, property managers, or contractors of the Property shall be limited to reasonable and customary interviews scheduled through the Sellers, and no such interview shall occur unless the applicable counterparty consents thereto and a representative of the Sellers has the opportunity to jointly participate in compliance with Seller’s rights and obligations as landlord under the Leasessuch interview. All inspection fees, appraisal fees, engineering fees fees, and all other costs and expenses of any kind incurred by the Purchaser relating to the inspection of the Property shall be solely the Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. The Purchaser shall notify contact the Seller to schedule all inspections and interviews pursuant to this Agreement not less than one forty-eight (148) Business Day hours in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and/or interview, which scheduling arrangements may be made via email addressed to [****] and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at Sellers shall cooperate with the Property (other than Hazardous Substances brought on Purchaser in a commercially reasonable manner to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1facilitate such scheduling.

Due Diligence Inspections. (a) Purchaser shall have until 5:00 p.m., Chicago time on August 22, 2006 (the “Due Diligence Period”) within which to inspect the Property and the Partnership, obtain any necessary internal approvals to the transaction, and satisfy itself as to all matters relating to the Property and the Partnership, including, but not limited to, environmental, engineering, structural, financial, title and survey matters. If Purchaser determines (in its sole discretion) that the Property or the Assigned Interest is unsuitable for its purposes for any reason or no reason, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. If Purchaser so terminates this Agreement, then the Exxxxxx Money shall be returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination of this Agreement. Purchaser’s failure to so terminate this Agreement within the Due Diligence Period shall be deemed a waiver by Purchaser of the condition contained in this Section 3.1(a). (b) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to enter upon the Property in order to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the PropertyPartnership, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. Purchaser acknowledges that certain secured areas within the premises leased by tenants may be visited or inspected by Purchaser only if the applicable tenant consents thereto. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants without the prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, by Jxxx Xxxxxxxx on behalf of Seller. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and at the time of any permitted interviews with tenants. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors; provided, other than however, in no event shall Purchaser be liable for any expensedamages, including without limitation any perceived loss or damage to of economic value in the extent arising from any act or omission Property, solely as a result of Seller during any such inspection and other than any expense, loss or damage resulting from the Purchaser’s discovery or release of any Hazardous Substances at pre-existing conditions affecting the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Property. Said indemnification agreement shall survive the Closing until the expiration of any applicable statute of limitations and shall survive any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall must be nondestructive in nature, and specifically shall may not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall will be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition deliver to the refund of the Xxxxxxx Money) deliver Seller copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections; provided, however, that delivery of such copies and information shall will be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall will survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on inspection. Said indemnification will not extend to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall will survive the Closing and any Closing, or earlier termination of this Agreement, until the expiration of any applicable statute of limitations. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include include, without Seller’s prior written consent in its sole and absolute discretion, any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants without Seller’s prior written consent, and on not less than two (2) Business Days’ advance written notice to Seller. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and at the time of any such interview with any tenant. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If Except for any Environmental Site Assessments (“ESA”) conducted by Purchaser with regard to the Property, which ESA Purchaser agrees to provide to Seller if the Closing is not consummated hereunderdue to the default of Purchaser, Purchaser shall promptly (and as a condition not be obligated to the refund deliver to Seller copies of some or all of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with Purchaser’s inspection of the Property unless consented to by the party preparing same and unless Seller reimburses Purchaser for the cost of such inspections reports and requests a copy of such reports in writing. However, Purchaser shall have no obligation to provide any materials that Purchaser deems proprietary, confidential or privileged; Purchaser shall have no obligation to provide any such materials unless the Closing is not consummated and such failure is not due to the default of Seller; provided, however, that delivery of and such copies and information shall be without warranty or representation whatsoever, express or impliedmaterials, including, without limitation, the ESA, shall be delivered without representation or warranty of any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwisekind by Purchaser. This Section 3.1(b2.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. . (d) Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s attorneys’ fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss contractors arising out of the aforesaid investigations. Said indemnification shall not extend to pre-existing conditions merely discovered or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property disclosed by Purchaser or its representatives, agents or contractors, or any release unless such discovery was made by Purchaser through Purchaser’s physically intrusive testing in violation of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)this Agreement. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement. . (e) Purchaser shall maintain and or shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit2,000,000 per occurrence, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Said commercial general liability insurance shall name Seller, Piedmont Office Realty Trust, Inc., Piedmont Office Holdings, Inc., Piedmont Operating Partnership, L.P. and Piedmont Office Management, LLC as Additional Insureds, shall be primary and non-contributory to any insurance held by Additional Insureds, and shall contain a waiver of subrogation provision in favor of Additional Insureds. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.12.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be at Purchaser’s sole cost and expense and shall be nondestructive in nature, and specifically shall not include any physically intrusive testingtesting except with Seller’s prior written consent, not to be unreasonably withheld. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenant of the Property without the express prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one three (13) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition deliver to the refund of the Xxxxxxx Money) deliver Seller copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage . Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any or earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All Prior to the Effective Date Seller has provided the due diligence materials set forth in Section 3.2(a) in Seller’s possession to Purchaser in electronic format. Unless approved by Seller in writing, such inspections shall be nondestructive in nature, and specifically shall not include any physically p hysically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants tenant under the Leases at the Property and, in each case, in compliance with Seller’s 's rights and obligations as landlord under the Leases. Seller reserves the right to have a representative present at the time of making any such inspection and tour and at the time of any interviews with the tenant of the Property. Purchaser shall notify Seller not less than two (2) Business Days in advance of making any such inspection, tour or interview. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants of the Property either in person or on the telephone without the express prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s 's expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s 's fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s 's consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s 's behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing; provided that if Purchaser desires to undertake such intrusive testing for any reason other than determining whether Hazardous Substances are present or other environmental purposes, Purchaser shall first obtain Seller's written approval which shall not be withheld if Purchaser conducts such testing in accordance with commercially customary standards. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s 's rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s 's expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller, other than attorney and accountant work product, attorney-client privileged documents and other information proprietary to Purchaser or its beneficial owners (as compared to the Property); provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) ; and further provided to the extent Seller allows any of such information to be used in any manner by any third party, Seller shall survive the termination indemnify, defend and hold Purchaser and its representatives, agents, consultants and contractors harmless from and against any loss, cost or expense which any such person may suffer arising out of this Agreementuse of any such information. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s attorneys' fees actually incurred) as a result of any liens claimed or filed, or damage to property or injury to persons arising out of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s 's consultants and contractors maintain commercial general public liability insurance and property damage insurance in an amount not less than $1,000,000, combined single limit, 2,000,000 and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s 's behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants tenant under the Leases at the Property Lease, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the LeasesLease. Purchaser agrees that Purchaser shall make no contact with and shall not interview the tenant under the Lease without the express prior consent of Seller, which consent may be given verbally. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller or Seller’s agent, which notification may be given verbally, not less than one two (12) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly deliver to Seller (and as a condition if contractually permitted to the refund of the Xxxxxxx Moneydo so) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections, provided that Purchaser is not contractually prohibited from doing so; providedprovided further, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Purchaser shall use commercially reasonable efforts to avoid any contractual obligations prohibiting the delivery to Seller of copies of such reports, surveys and information. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on inspection. Said indemnification shall not extend to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement, until the expiration of any applicable statute of limitations. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller Seller, upon Seller’s request, a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1. (d) Seller hereby agrees that prior to the termination of this Agreement, neither Seller nor any of Seller’s affiliates, subsidiaries, agents, representatives or successors shall enter into any contract to sell or transfer (directly or indirectly) the Property or any interest therein or negotiate with any third party respecting the sale of the Property or any interest therein.

Due Diligence Inspections. (a) From and after Prior to the Effective Date until the Closing Date or earlier termination of this AgreementDate, Seller shall permit has permitted Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigationsinvestigations (including but not limited to such reasonable invasive testing and sampling as recommended by Purchaser’s consultants), to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All requested but with sufficient prior notice to Seller to enable Seller to have their representatives present during any such inspections shall be nondestructive in natureinspections, pursuant and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner subject to minimize any interference with the business terms of that certain Temporary License Agreement dated as of April 18, 2011, between Purchaser and Seller (the tenants under “Temporary License Agreement”), the Leases at the Property and, in each case, in compliance with Seller’s rights terms and obligations as landlord under the Leasesconditions of which are hereby incorporated by reference. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If Without limiting the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund generality of the Xxxxxxx Money) deliver copies terms of all reportsthe Temporary License Agreement, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement Purchaser provided Seller with proof of insurance during its prior inspections of the Property. This Section 3.1(b) shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigationsinvestigations (including intrusive tests and inspections), to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections Notwithstanding anything to the contrary contained herein, Purchaser shall be nondestructive notify Seller in nature, and specifically shall not include writing at least three (3) Business Days prior to performing any physically intrusive testingtesting or inspections (an “Intrusive Notice”); any such Intrusive Notice shall include a drawing showing the proposed location of such intrusive testing or inspections, and Seller shall have the right, in its sole discretion, to consent to such locations. All such testing and inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the testing and inspection of the Property shall be solely Purchaser’s expense. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, tenants, lenders, contractors, property managers, parties to Operating Agreements and municipal, local and other government officials and representatives, and Seller consents to such inquiries; provided, however, that Purchaser shall schedule any and all tenant interviews through Seller by providing notice to Seller of the proposed interview times and dates at least three (3) Business Days prior to any such interviews. Seller reserves the right to have a representative present at the time of making any testing, interviews and/or inspections. The three (3) Business Day notice requirement described above shall not apply to follow-up conversations with tenants after the initial interviews so long as Purchaser notifies Seller of any such inspectionfollow-up conversations and provides Seller with the opportunity to be present at or on the phone during any such follow-up conversations. Except as set forth above, Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspectiontests, interviews or inspections. (b) If the Closing is not consummated hereunderhereunder for any reason other than a default by Seller, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver final copies of all reports, surveys and other information documentation, excluding marketing and proprietary reports or documents, furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information documentation shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Seller to inspect the Property to perform due all diligence, studies, appraisals, inspections, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, investigations and make copies thereoftests, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business Seller’s development of the tenants under the Leases at the Property Improvements and, in each case, in compliance with Seller’s rights and obligations as landlord under the LeasesLease. Further, Purchaser shall use commercially reasonable efforts to not affect, interrupt or interfere with Tenant’s construction of improvements at the Property or its use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves or its representatives shall have the right to have a representative present at accompany Purchaser and Purchaser representatives in connection with any inspections and other activities on the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspectionProperty. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents agents, consultants or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors). (c) Purchaser shall keep the Seller’s Disclosure Materials (defined below) and the results of all inspections conducted pursuant to this Agreement confidential and shall not disclose such results except (i) to such of Purchaser’s employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (ii) to the permitted assignee of Purchaser and to such of its members, managers or general partners and their employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iii) to any lender or investor or any release of Hazardous Substances resulting from the negligence prospective lender or investor of Purchaser or its representativesany permitted assignee and who have agreed, agents or contractors). Said indemnification agreement shall survive in writing, to be bound by the Closing and any earlier termination terms of this Agreement. Purchaser confidentiality provision, (iv) to the extent the same shall maintain and shall ensure that be or have otherwise become publicly available other than as a result of a disclosure by Purchaser’s consultants and contractors maintain commercial general liability insurance , its permitted assignee or affiliates, (v) to the extent required to be disclosed by law or during the course of or in an amount not less than $1,000,000connection with any litigation, combined single limithearing or other legal proceeding, and in form and substance adequate to insure against all liability or (vi) with the written consent of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractorsSeller, as the case may be; it being expressly acknowledged and agreed by Purchaser that the foregoing confidentiality agreements shall survive the termination of this Agreement. (d) Purchaser shall not permit any construction, pursuant mechanic’s, materialman’s or other lien to be filed against any of the Property as the result of any work, labor, service or materials performed or furnished, by, for or to Purchaser, its employees, agents and/or contractors. If any such lien shall at any time be filed against the Property, Purchaser shall, without expense to Seller, cause the same to be discharged of record by payment, bonds, order of a court of competent jurisdiction or otherwise, within thirty (30) days of the filing thereof. Purchaser shall indemnify, defend and hold harmless Seller against any and all claims, losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs), arising out of the filing of any such liens and/or the failure of Purchaser to cause the discharge thereof as same is provided herein. (e) Purchaser shall procure (or shall cause its agents or representatives entering the Property to procure) and continue in force and effect from and after the date Purchaser first desires to enter the Property, and continuing throughout the term of this Agreement, the following insurance coverages placed with a responsible insurance company licensed to do business in the State of Florida having an A.M. Best’s rating of “A-IX” or better: comprehensive general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence or commercial general liability insurance with limits of not less than $1,000,000.00 per occurrence and in the aggregate. To the extent such $1,000,000.00 limit of liability is shared with multiple properties, a per location aggregate shall be included. Seller and/or its designees shall be included as additional insureds under such comprehensive general liability or commercial general liability coverage. Purchaser shall deliver to Seller a certificate of such insurance evidencing such coverage prior to the date Purchaser is permitted to enter the Property. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Seller. The minimum levels of insurance coverage to be maintained by Purchaser hereunder shall not limit Purchaser’s liability under this Section 3.1.

Due Diligence Inspections. (a) From As used in this Agreement, the term “Due Diligence Period” means the period from the Effective Date until 5:00 p.m. Pacific Daylight Time on the thirtieth (30th) day after the Effective Date; provided that, Purchaser shall have the right to extend the Due Diligence Period for an additional fourteen (14) days by delivery of written notice to Seller prior to expiration of the original 30-day Due Diligence Period if Purchaser does not receive a hard paper (not electronic) copy the Survey from the surveyor by the date twenty (20) days after the Effective Date (and upon exercise of Purchaser’s right of extension, the “Due Diligence Period” means the period ending at 5:00 pm Pacific Daylight Time on the date forty-four (44) days after the Effective Date. Within five (5) days after the Effective Date of this Agreement Seller shall deliver to Purchaser the documents, reports, plans and materials set forth on Exhibit C attached hereto and incorporated herein, provided that such documents, reports, plans and materials are in Seller’s possession or reasonable control (“Due Diligence Materials”). In addition, from and after the Effective Date until and with reasonable advance notice to Seller, Purchaser, its agents, representatives and consultants may enter onto the Closing Date or earlier termination Real Property during reasonable business hours (subject to the rights of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Tenant) to perform due diligence, soil analysis inspections and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection tests of the Property shall be solely Purchaser’s expense. Seller reserves and the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunderstructural, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys mechanical and other information furnished to Purchaser by third parties in connection with such inspections to Sellersystems within any Improvements including, without limitation, “Phase II” testing; provided, however, that delivery of in no event shall such copies and information shall be without warranty inspections or representation whatsoever, express tests unreasonably disrupt or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive disturb the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing on-going operation of the Property or the rights of the Tenant, nor shall any part thereof made on Purchaserdestructive or invasive testing be conducted without Seller’s behalfprior written consent. Within seven days after the Effective Date, Purchaser agrees shall provide Seller with a list of dates and times Purchaser is available to provide meet with Tenant and Seller shall use reasonable efforts to Seller a certificate schedule an interview between Purchaser and senior employees of insurance the Tenant with regard to each applicable liability insurance policy prior to any entry upon specific knowledge of the operations of Tenant at the Property at a time identified by Purchaser or another mutually convenient time for Tenant and Purchaser. Seller shall have the right to be present during such interview. After making such tests and inspections, Purchaser shall promptly repair any damage to the Property resulting form any tests and inspections made by Purchaser or its consultants or contractorsrepresentatives (which obligation shall survive the Closing or any termination of this Agreement). Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain, or shall cause each of its contractors and agents to maintain (and shall deliver to Seller evidence thereof), at no cost or expense to Seller, general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of Two Million Dollars ($2,000,000.00) combined single limit for personal injury and property damage per occurrence. Such policies shall name Seller as the case may bean additional insured party and shall provide coverage against any claim for personal liability or property damage caused by Purchaser and its agents, pursuant to this Section 3.1employees, representatives, contractors and consultants in connection with such inspections and tests.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing without the prior written consent of Seller. Purchaser shall repair any damage caused by or resulting from any such testing. All such inspections , and shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at restore the Property and, to the condition as the Property was in each case, in compliance with Seller’s rights and obligations as landlord under the Leasesbefore any such testing. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspection. If Purchaser desires to perform any invasive or physically intrusive testing of the Property, including, without being limited to, any investigation that will involve the removal of flooring, making excavations or test borings, disturbance of any plants, trees or shrubs, or any other invasive test or activity (collectively, “Invasive Testing”), then Purchaser shall provide to Seller a written request for approval therefor, which Invasive Testing request shall include the nature and scope of the proposed Invasive Testing and the identity of the company or persons by whom it would be performed. Seller shall approve or disapprove, in Seller’s reasonable discretion, any such Invasive Testing request in writing within two (2) Business Days following Seller’s receipt thereof, if received on a Business Day. Seller’s failure to either approve or disapprove the Invasive Testing request within such time period shall be deemed Seller’s approval. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition deliver to the refund of the Xxxxxxx Money) deliver Seller copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage . Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement. Prior to any entry onto the Property, Purchaser shall obtain and shall thereafter maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s 's rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s 's expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s 's fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.this

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller the Company shall permit Purchaser and its authorized representatives representatives, on reasonable advance notice and during normal business hours, to inspect the Property to perform on-site due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants Tenant under the Leases at the Property and, in each case, in compliance with Seller’s the Company's rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s 's expense. Seller The Company reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify the Company and Seller not less than one two (12) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunderhereunder for any reason, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Moneyi) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerthe Company; provided, however, that delivery of such copies and information to the Company shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise; and (ii) return to the Company all copies of all materials delivered to Purchaser under Section 3.2(a) below or otherwise copied from the Company's books, records and files related to the Property as provided in Section 3.2(b) below. The delivery to the Company of any surveys or third-party reports furnished to Purchaser relating to the physical condition of the Improvements and the environmental and seismic condition of the Property shall be a condition to the refund of the Xxxxxxx Money to Purchaser. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller and the Company from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) Claims as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage Claims to the extent arising from any act or omission of Seller or the Company during any such inspection and other than any expense, loss or damage Claims resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s 's consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s 's behalf. Purchaser agrees to provide to Seller the Company a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. Purchaser agrees to coordinate with Seller in its discussions and negotiations with Seller’s existing tenants with regard to Purchaser’s purchase of the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one five (15) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Exxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.this

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include include, without Seller’s prior written consent in its sole and absolute discretion, any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition not be obligated to the refund deliver to Seller copies of some or all of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections Purchaser’s inspection of the Property unless consented to Seller; provided, however, that delivery by the party preparing same and unless Seller reimburses Purchaser for the cost of such copies reports and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwiserequests a copy of such reports in writing. This Section 3.1(b2.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s attorneys’ fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage . Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any or earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.12.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall will be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver if Seller requests copies of all any reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections and Seller reimburses Purchaser for its actual out-of-pocket costs for any such requested reports, surveys and other information, Purchaser shall promptly deliver the same to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage . Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement, until the expiration of any applicable statute of limitations. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants tenant under the Leases at the Property Lease, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the LeasesLease. Purchaser agrees that Purchaser shall make no contact with and shall not interview the tenant without at least two (2) Business Days’ advance written notice to Seller. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and at the time of any such interview with the tenant. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly deliver to Seller (and as a condition if contractually permitted to the refund of the Xxxxxxx Moneydo so) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Purchaser shall use commercially reasonable efforts to avoid any contractual obligations prohibiting the delivery to Seller of copies of such reports, surveys and information; and provided further that Seller agrees to reimburse Purchaser for the cost and expense of copying and delivering such materials to PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, FLORIDA 8 Seller (but not for the cost of obtaining such reports from third party consultants). This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage . Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Seller (at least ninety-six (96) hours prior written notice to Seller after the Commencement Date), to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business Seller’s development of the tenants under the Leases at the Property Improvements and, in each case, in compliance with Seller’s rights and obligations as landlord under the LeasesLease. Further, Purchaser shall use commercially reasonable efforts to not (i) affect, interrupt or interfere with Tenant’s construction of improvements at the Property or its use, business or operations on the Property or (ii) obstruct visibility of or access to the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves or its representatives shall have the right to have accompany Purchaser and Purchaser representatives in connection with any inspections and other activities on the Property. In the event Purchaser desires to conduct a representative present Phase 11 environmental site assessment or any other form of invasive testing at the time of making any such inspection. Property, Purchaser shall notify Seller (i) conduct such assessment before Tenant opens for business, (ii) attempt to conduct such assessment in landscaped or non-paved areas of the Property to the greatest extent possible, and (iii) not less than one (1) Business Day in advance of making any conduct such inspectionassessment from within inside the building to be constructed on the Land. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents agents, consultants or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors). (c) Purchaser shall keep the results of all inspections conducted pursuant to this Agreement confidential and shall not disclose such results except (i) to such of Purchaser’s employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (ii) to the permitted assignee of Purchaser and to such of its members, managers or general partners and their employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iii) to any lender or investor or any release of Hazardous Substances resulting from the negligence prospective lender or investor of Purchaser or its representativesany permitted assignee and who have agreed, agents or contractors). Said indemnification agreement shall survive in writing, to be bound by the Closing and any earlier termination terms of this Agreement. Purchaser confidentiality provision, (iv) to the extent the same shall maintain and shall ensure that be or have otherwise become publicly available other than as a result of a disclosure by Purchaser’s consultants and contractors maintain commercial general liability insurance , its permitted assignee or affiliates, (v) to the extent required to be disclosed by law or during the course of or in an amount not less than $1,000,000connection with any litigation, combined single limithearing or other legal proceeding, and in form and substance adequate to insure against all liability or (vi) with the written consent of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractorsSeller, as the case may be; it being expressly acknowledged and agreed by Purchaser that the foregoing confidentiality agreements shall survive the termination of this Agreement. (d) Purchaser shall not permit any construction, pursuant mechanic’s, materialman’s or other lien to be filed against any of the Property as the result of any work, labor, service or materials performed or furnished, by, for or to Purchaser, its employees, agents and/or contractors. If any such lien shall at any time be filed against the Property, Purchaser shall, without expense to Seller, cause the same to be discharged of record by payment, bonds, order of a court of competent jurisdiction or otherwise, within thirty (30) days of the filing thereof. Purchaser shall indemnify, defend and hold harmless Seller against any and all claims, losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs), arising out of the filing of any such liens and/or the failure of Purchaser to cause the discharge thereof as same is provided herein. (e) Purchaser shall procure (or shall cause its agents or representatives entering the Property to procure) and continue in force and effect from and after the date Purchaser first desires to enter the Property, and continuing throughout the term of this Agreement, the following insurance coverages placed with a responsible insurance company licensed to do business in the State of Florida having an A.M. Best’s rating of “A-IX” or better: comprehensive general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence or commercial general liability insurance with limits of not less than $1,000,000.00 per occurrence and in the aggregate. To the extent such $1,000,000.00 limit of liability is shared with multiple properties, a per location aggregate shall be included. Seller and/or its designees shall be included as additional insureds under such comprehensive general liability or commercial general liability coverage. Purchaser shall deliver to Seller a certificate of such insurance evidencing such coverage prior to the date Purchaser is permitted to enter the Property. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Seller. The minimum levels of insurance coverage to be maintained by Purchaser hereunder shall not limit Purchaser’s liability under this Section 3.1. (f) Purchaser hereby expressly acknowledges and agrees that Purchaser has or will have, prior to the Closing Date, thoroughly inspected and examined the Property. Purchaser hereby further acknowledges and agrees that Purchaser is relying solely upon its own inspections and the representations of the Seller expressly contained herein and that Purchaser is otherwise purchasing the Property on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS” basis, without representations, warranties or covenants, express or implied, of any kind or nature except as agreed to herein, including, but not limited to, the zoning of the Property, the tax consequences to Purchaser, the physical condition of the Property, environmental compliance, governmental approvals and compliance of the Property with any and all applicable rules, regulations, ordinances and statutes. The express intention of Purchaser and Seller is that Purchaser shall purchase the Property from Seller without any representations, warranties or covenants, express or implied, from or of Seller except as agreed to herein. Purchaser hereby waives and relinquishes all rights and privileges arising out of, or with respect to or in relation to, any representations, warranties or covenants, whether express or implied, which may have been made or given, or which may be deemed to have been made or given by Seller, except as agreed to herein. Except as agreed to herein, without limiting the generality of the foregoing, Purchaser hereby further acknowledges and agrees that warranties of merchantability and fitness for a particular purpose are excluded from the transactions contemplated hereby, as are any warranties arising from a course of dealing or usage or trade, and that Seller has not represented or warranted, and Seller does not hereby represent or warrant, that the Property now or in the future will meet or comply with the requirements of any health, environmental or safety code or regulation of the United States of America, the state where the Property is located, or any other authority or jurisdiction.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may reasonably request. Without limiting the foregoing, such inspections may include the physical condition of the Property, review of the suitability of the Property, environmental testing and assessment, land use and zoning review, utility availability and cost analysis, lease review and credit analysis, and such other matters as Purchaser may deem necessary. All such inspections shall be nondestructive in nature, and specifically shall not include include, without Seller’s prior written consent in its sole and absolute discretion, any physically intrusive or invasive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the LeasesLeases and in compliance with applicable laws. All Purchaser shall notify Seller not less than two (2) Business Days in advance of making any such inspection. To the extent Purchaser wishes to conduct tenant interviews or otherwise contact any tenant, or if Purchaser and Purchaser's agents, employees, consultants or other representatives wish to speak with Seller's Improvement service providers/vendors under the Service Contracts (defined below), Purchaser shall coordinate and schedule the same through Seller on not less than two (2) Business Days’ advance written notice to Seller, and Seller shall be permitted to have a representative of Seller accompany Purchaser on such interviews or meetings, if Seller elects to do the same; it being expressly agreed that Purchaser shall have the right to conduct interviews with the tenants under the Leases or meetings with service contractors subject to the foregoing. Except as otherwise expressly provided in this Agreement, all inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance inspection and at the time of making any such inspectioninterview with any tenant. (b) If Except for any Environmental Site Assessments (“ESA”) conducted by Purchaser with regard to the Property, which ESA, if requested by Seller, Purchaser agrees to provide to Seller if the Closing is not consummated hereunderdue to the default of Purchaser, Purchaser shall promptly (and as a condition not be obligated to the refund deliver to Seller copies of some or all of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery Purchaser’s inspection of the Property unless Seller requests a copy of such copies reports in writing, and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive Seller reimburses Purchaser for the termination cost of this Agreementsaid report. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. . (d) Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s attorneys’ fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractorscontractors related to or arising from its due diligence inspection of the Property and related testing, other than to the extent of any expense, loss or damage actually caused or exacerbated by Purchaser. Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser unless Purchaser or its representatives, agents contractors exacerbates such condition or contractors, or any release of Hazardous Substances resulting from the negligence of such discovery was made by Purchaser through Purchaser’s or its representatives, agents or contractors)’ physically intrusive testing in violation of this Agreement. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement. . (e) Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit2,000,000 per occurrence, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Said commercial general liability insurance shall name Seller, Piedmont Office Realty Trust, Inc., Piedmont Office Holdings, Inc., Piedmont Operating Partnership, LP and Piedmont Office Management, LLC as Additional Insureds, shall be primary and non-contributory to any insurance held by Additional Insureds, and shall contain a waiver of subrogation provision in favor of Additional Insureds. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.12.1, and such certificate of insurance shall include the above Additional Insureds as Certificate Holders and state that Additional Insureds will be covered where required by written contract. This Section 2.1 shall survive the termination of this Agreement. (f) On or before expiration of the Inspection Period (defined below), Purchaser may order searches (the "UCC Searches") conducted by a search service as Seller may select, of the records of (i) the Clerk and Recorder for the County of Xxxxxxx, State of Colorado, and (ii) the Secretary of State of Colorado, for uniform commercial code financing statements filed against the Seller or the Property. Purchaser shall not object to financing statements that only encumber the rights of tenants under the Leases or with respect to personal property of tenants under the Leases. Purchaser, at its expense, shall have the right to perform follow up UCC Searches prior to Closing.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testingtesting except with Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. All such inspections and tours under this Section 3.1(a) shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property andLeases, in each case, and in compliance with Seller’s the rights and obligations of Seller as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview the tenant of the Property without the express prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and tour and at the time of any interviews with the tenant of the Property. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspectioninspection or tour. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition deliver to the refund of the Xxxxxxx Money) deliver Seller copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Sellerinspections; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage . Said indemnification shall not extend to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property pre-existing conditions merely discovered by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors)Purchaser. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this AgreementAgreement for a period of one (1) year. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Seller to inspect the Property to perform due all diligence, studies, appraisals, inspections, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, investigations and make copies thereoftests, at such times during normal business hours as Purchaser or its representatives may request. All ; provided however, that Purchaser shall have no right to obtain a Phase II environmental study or perform any invasive or ground penetrating testing without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed by Seller (and, if such inspections consent is given, (i) Purchaser shall be nondestructive in naturerestore any damage resulting from any invasive or ground penetrating testing and shall make a good faith attempt to complete such restoration within thirty (30) days following the date of such damage, and specifically (ii) Seller and Purchaser shall not include reasonably cooperate in good faith to establish the scope and timing of any physically intrusive testinginvasive or ground penetrating testing on the Property). All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the LeasesLease and in compliance with Seller’s rights and obligations as tenant under the Underlying Lease. Further, Purchaser shall use commercially reasonable efforts 18397467_6 to not affect, interrupt or interfere with Tenant’s use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents agents, consultants or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act the negligence or omission willful misconduct of Seller during any such inspection and other than any expense, loss or damage resulting from the mere discovery or release of any pre‑existing Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors) so long as Purchaser does not exacerbate such pre-existing condition. The foregoing Purchaser obligation to indemnify, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement defend and hold Seller harmless shall survive the Closing and any earlier termination of this Agreement. . (c) Purchaser shall maintain keep the results of all inspections conducted pursuant to this Agreement confidential and shall ensure that not disclose such results except (i) to such of Purchaser’s consultants employees, consultants, attorneys, affiliates and contractors maintain commercial general liability insurance advisors who have a need to know the information in an amount not less than $1,000,000connection with the contemplated transaction and who have agreed, combined single limitin writing, and in form and substance adequate to insure against all liability be bound by the terms of this confidentiality provision, (ii) to the permitted assignee of Purchaser and to such of its consultants members, managers or general partners and contractorstheir employees, respectivelyconsultants, attorneys, affiliates and each advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iii) to any lender or investor or any prospective lender or investor of Purchaser or any permitted assignee and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iv) to the extent the same shall be or have otherwise become publicly available other than as a result of a disclosure by Purchaser, its permitted assignee or affiliates, or any of their respective agentsrepresentatives, employees and contractors(v) to the extent required to be disclosed by law or during the course of or in connection with any litigation, arising out hearing or other legal proceeding, or (vi) with the written consent of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractorsSeller, as the case may be; it being expressly acknowledged and agreed by Purchaser that the foregoing confidentiality obligations shall survive the termination of this Agreement. (d) Purchaser shall not permit any construction, pursuant mechanic’s, materialman’s or other lien to be filed against any of the Property as the result of any work, labor, service or materials performed or furnished, by, for or to Purchaser, its employees, agents and/or contractors. If any such lien shall at any time be filed against the Property, Purchaser shall, without expense to Seller, cause the same to be discharged of record by payment, bonds, order of a court of competent jurisdiction or otherwise, within twenty (20) days of the filing thereof. Purchaser shall indemnify, defend and hold harmless Seller against any and all claims, losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs), arising out of the filing of any such liens and/or the failure of Purchaser to cause the discharge thereof as same is provided herein. The foregoing Purchaser obligation to indemnify, defend and hold Seller harmless shall survive the termination of this Agreement. 18397467_6 (e) Purchaser shall procure (and shall cause its agents or representatives entering the Property to procure) and continue in force and effect from and after the date Purchaser first desires to enter the Property, and continuing throughout the term of this Agreement, the following insurance coverages with an insurance company licensed to do business in the State of Florida: comprehensive general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence or commercial general liability insurance with limits of not less than $1,000,000.00 per occurrence and in the aggregate. To the extent such $1,000,000.00 limit of liability is shared with multiple properties, a per location aggregate of not less than $1,000,000.00 shall be included. Seller and/or its designees shall be included as additional insureds under such comprehensive general liability or commercial general liability coverage. Purchaser shall deliver to Seller a certificate of such insurance evidencing such coverage prior to the date Purchaser is permitted to enter the Property. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Seller. The minimum levels of insurance coverage to be maintained by Purchaser hereunder shall not limit Purchaser’s liability under this Section 3.1.

Due Diligence Inspections. On or before the expiration of one hundred twenty (a120) From and days after the Effective Date until (the Closing Date “Due Diligence Period”), Buyer may examine the Seller’s Due Diligence Materials, may examine title and obtain a commitment for an owner's title insurance policy, and may perform any other examination or earlier termination inspection of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligencethat Buyer desires, soil analysis including without limitation, obtaining surveys, obtaining an appraisal, examining matters of zoning, access and utility service, and inspecting the physical and environmental investigations, to examine the records condition of Seller with respect to the Property, in order to determine the feasibility of the Property for Buyer’s intended use as determined by Buyer in Buyer’s sole discretion. Buyer and make copies thereofBuyer’s employees, at such times agents and representatives (“Buyer’s Representatives”) shall have the right, upon forty-eight (48) hours’ prior notice to Seller, to access the Property during normal business hours as Purchaser or its representatives may request. All such for Buyer’s inspection activities, which inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed conducted in such a manner as to minimize any interference with disruption of the business and facilities of the tenants under YMCA and its subtenants. Seller and Buyer agree that the Leases at Due Diligence Period may be extended for up to (and not to exceed) an additional six (6) month period upon the Property andwritten request of either Seller or Buyer, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection event that additional time for satisfaction of the Property shall be solely Purchaser’s expenseconditions precedent described in Sections 14 and 16 below is needed due to COVID-related delays. Seller reserves shall have the right to have a representative of Seller present at the time of making any such inspectionall inspections. Purchaser shall notify Seller not less than one Buyer agrees to either (1i) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund extent permitted by applicable law, indemnify and hold Seller harmless from any damages to persons or property arising out of the Xxxxxxx Money) deliver copies actions of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty Buyer or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representativescontractors, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) employees as a result of performing or completing such inspections, or (ii) provide Seller with evidence of liability insurance pertaining to the foregoing satisfactory to Seller. Buyer shall immediately cause the removal of any act liens that may be filed against the Property by reason of such examination or omission inspection. If as a result of Purchaser or its representativessuch review, agents or contractorsexamination and investigation, other Buyer determines that the Property is unsuitable for Buyer’s intended use, as determined by Buyer in Buyer’s sole discretion, Buyer shall so notify Seller in writing no later than the last day of the Due Diligence Period of Buyer’s election to terminate the Agreement, in which event this Agreement shall automatically be terminated, the Deposit shall be refunded to Buyer, and neither party shall have any expense, loss or damage further responsibility hereunder except to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of expressly stated in this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s 's rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s 's expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s 's fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors, or any release of Hazardous Substances resulting from the negligence of Purchaser or its representatives, agents or contractors). Said indemnification agreement shall survive the Closing and any earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s 's consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s 's behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this AgreementDate, Seller shall permit Purchaser and its authorized representatives to inspect the Property Property, to perform due diligence, soil analysis diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may requestSeller shall reasonably designate. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing, PROVIDED, HOWEVER, that Purchaser shall be entitled to obtain groundwater samples from any existing groundwater monitoring wells at the Property. All such inspections sxxx xnspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property Leases, and, in each case, in compliance with Seller’s the rights and obligations of Seller as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview the tenants without at least two (2) Business Days' advance written notice to Seller. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s 's expense. Seller reserves the right to have a representative present at the time of making any such inspectioninspection and at the time of any such interview with the tenant. Purchaser shall notify Seller not less than one two (12) Business Day Days in advance of making any such inspection. (b) If the Closing is not consummated hereunderhereunder for any reason other than Seller's default, Purchaser shall promptly deliver to Seller (and as a condition if contractually permitted to the refund of the Xxxxxxx Moneydo so) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwiseinspections. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s 's fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractorscontractors (collectively, other than "Purchaser's representatives") in connection with inspections of the Property. Except for Purchaser's negligence, the foregoing indemnity shall not include (x) any expenseclaims, loss demands, causes of action, losses, damages, liabilities, costs or damage to the extent arising from any act or omission of Seller during any such inspection expenses (including without limitation attorneys' fees and other than any expense, loss or damage resulting disbursements) that result from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractorsPurchaser's representatives of existing conditions on the Property, or any release of Hazardous Substances resulting from the negligence of Purchaser (y) consequential, indirect or its representatives, agents or contractors)special damages. Said indemnification agreement shall survive the Closing and any Closing, or earlier termination of this Agreement. Purchaser shall maintain and shall ensure that Purchaser’s 's consultants and contractors maintain commercial general liability insurance in an amount not less than $1,000,0002,000,000, combined single limit, and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s 's behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractors, as the case may be, pursuant to this Section SECTION 3.1.

Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives representatives, upon at least twenty-four (24) hours prior written notice to Seller to inspect the Property to perform due all diligence, studies, appraisals, inspections, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, investigations and make copies thereoftests, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the LeasesLease. Further, Purchaser shall use commercially reasonable efforts to not affect, interrupt or interfere with Tenant’s use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves or its representatives shall have the right to have a representative present at accompany Purchaser and Purchaser representatives in connection with any inspections and other activities on the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspectionProperty. (b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement. (c) To the extent that Purchaser or any of its representatives, agents agents, consultants or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of Seller during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the Property (other than Hazardous Substances brought on to the Property by Purchaser or its representatives, agents or contractors). (c) Purchaser shall keep the results of all inspections conducted pursuant to this Agreement confidential and shall not disclose such results except (i) to such of Purchaser’s employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (ii) to the permitted assignee of Purchaser and to such of its members, managers or general partners and their employees, consultants, attorneys, affiliates and advisors who have a need to know the information in connection with the contemplated transaction and who have agreed, in writing, to be bound by the terms of this confidentiality provision, (iii) to any lender or investor or any release of Hazardous Substances resulting from the negligence prospective lender or investor of Purchaser or its representativesany permitted assignee and who have agreed, agents or contractors). Said indemnification agreement shall survive in writing, to be bound by the Closing and any earlier termination terms of this Agreement. Purchaser confidentiality provision, (iv) to the extent the same shall maintain and shall ensure that be or have otherwise become publicly available other than as a result of a disclosure by Purchaser’s consultants and contractors maintain commercial general liability insurance , its permitted assignee or affiliates, (v) to the extent required to be disclosed by law or during the course of or in an amount not less than $1,000,000connection with any litigation, combined single limithearing or other legal proceeding, and in form and substance adequate to insure against all liability or (vi) with the written consent of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser’s behalf. Purchaser agrees to provide to Seller a certificate of insurance with regard to each applicable liability insurance policy prior to any entry upon the Property by Purchaser or its consultants or contractorsSeller, as the case may be; it being expressly acknowledged and agreed by Purchaser that the foregoing confidentiality agreements shall survive the termination of this Agreement. (d) Purchaser shall not permit any construction, pursuant mechanic’s, materialman’s or other lien to be filed against any of the Property as the result of any work, labor, service or materials performed or furnished, by, for or to Purchaser, its employees, agents and/or contractors. If any such lien shall at any time be filed against the Property, Purchaser shall, without expense to Seller, cause the same to be discharged of record by payment, bonds, order of a court of competent jurisdiction or otherwise, within thirty (30) days of the filing thereof. Purchaser shall indemnify, defend and hold harmless Seller against any and all claims, losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs), arising out of the filing of any such liens and/or the failure of Purchaser to cause the discharge thereof as same is provided herein. (e) Purchaser shall procure (or shall cause its agents or representatives entering the Property to procure) and continue in force and effect from and after the date Purchaser first desires to enter the Property, and continuing throughout the term of this Agreement, the following insurance coverages placed with a responsible insurance company licensed to do business in the State of Alabama having an A.M. Best’s rating of “A-IX” or better: comprehensive general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence or commercial general liability insurance with limits of not less than $1,000,000.00 per occurrence and in the aggregate. To the extent such $1,000,000.00 limit of liability is shared with multiple properties, a per location aggregate shall be included. Seller and/or its designees shall be included as additional insureds under such comprehensive general liability or commercial general liability coverage. Purchaser shall deliver to Seller a certificate of such insurance evidencing such coverage prior to the date Purchaser is permitted to enter the Property. Such insurance may not be cancelled or amended except upon thirty (30) days’ prior written notice to Seller. The minimum levels of insurance coverage to be maintained by Purchaser hereunder shall not limit Purchaser’s liability under this Section 3.1.