Common use of Due Diligence Inspections Clause in Contracts

Due Diligence Inspections. Seller hereby grants to Buyer, its agents and contractors, subject to Buyer’s possessory interest in the Property under the Aspen Master Lease, reasonable access to the Property during normal business hours to perform the Due Diligence Inspections, provided that Buyer (a) gives reasonable prior notice to Seller and coordinates with Seller as to the timing and nature of the survey, inspection, study or test to be performed, and (b) if requested by Seller, provides to Seller a certificate of insurance showing that Seller is named as an additional insured on Buyer’s commercial general liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence (the “Due Diligence Inspections”). Buyer shall keep the Property free and clear of any liens arising out of any Due Diligence Inspection, test or other entry onto the Property pursuant to this Contract. After the end of the Due Diligence Period, Buyer and its agents and contractors shall be granted a continuing right of reasonable access to the Property and the right to examine the Property. In the course of its activities, Buyer may make inquiries about the Property to third parties, including without limitation, municipal, local and other governmental officials and representatives, and Seller consents to such inquiries. None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master Lease.

Due Diligence Inspections. Seller hereby grants (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Contributor shall permit GIPLP and its authorized representatives, upon at least twenty-four (24) hours prior written notice to Buyer, its agents and contractors, subject Contributor to Buyer’s possessory interest in inspect the Property under the Aspen Master Leaseto perform due all diligence, reasonable access to the Property studies, appraisals, inspections, soil analysis and environmental investigations and tests, at such times during normal business hours as GIPLP or its representatives may request. All such inspections shall be in compliance with Contributor’s rights and obligations as landlord under the Lease. Further, GIPLP shall use commercially reasonable efforts to perform not affect, interrupt or interfere with the Due Diligence InspectionsTenant’s use, provided that Buyer (a) gives reasonable prior notice to Seller business or operations on the Property. All inspection fees, appraisal fees, engineering fees and coordinates with Seller as all other costs and expenses of any kind incurred by GIPLP relating to the timing and nature inspection of the survey, inspection, study Property shall be solely GIPLP’s expense. Contributor or test its representatives shall have the right to be performed, accompany GIPLP and GIPLP’s representatives in connection with any inspections and other activities on the Property. (b) if requested To the extent that GIPLP or any of its representatives, agents, consultants or contractors damages or disturbs the Property or any portion thereof, GIPLP shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. GIPLP hereby agrees to and shall indemnify, defend and hold harmless Contributor from and against any and all expense, loss or damage which Contributor may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of GIPLP or its representatives, agents or contractors, other than any expense, loss or damage to the extent arising from any act or omission of 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 SellerGIPLP or its representatives, provides agents or contractors). (c) GIPLP shall keep the results of all inspections conducted pursuant to Seller this Agreement confidential and shall not disclose such results except (i) to such of GIPLP’s employees, consultants, attorneys, affiliates and advisors who have a certificate 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 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, (iv) 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, (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 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, 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 Agreement, the following insurance showing that Seller is named as coverages placed with an additional insured on Buyerinsurance 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 policy 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 contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence (the “Due Diligence Inspections”). Buyer shall keep the Property free and clear of any liens arising out of any Due Diligence Inspection, test or other entry onto the Property pursuant to this Contract. After the end of the Due Diligence Period, Buyer and its agents and contractors per location aggregate shall be granted included. GIPLP shall deliver to Contributor a continuing right certificate of reasonable access such insurance evidencing such coverage prior to the Property and the right date GIPLP is permitted to examine enter the Property. In the course of its activities, Buyer Such insurance may make inquiries about the Property not be cancelled or amended except upon thirty (30) days’ prior written notice to third parties, including without limitation, municipal, local and other governmental officials and representatives, and Seller consents to such inquiries. None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master LeaseContributor.

Due Diligence Inspections. Seller hereby grants to Buyer, its agents and contractors, subject to Buyer’s possessory interest in the Property under the Aspen Master Lease, reasonable access to the Property during normal business hours to perform the Due Diligence Inspections, provided that Buyer (a) gives reasonable prior notice to The Purchaser shall have 60 days from the later of (i) the Effective Date, or (ii) the date on which the Schedule Certificate is delivered by the Seller and coordinates in accordance with Seller as to the timing and nature of the survey, inspection, study or test to be performed, and (b) if requested by Seller, provides to Seller a certificate of insurance showing that Seller is named as an additional insured on Buyer’s commercial general liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence Section 7.4 above (the “Due Diligence InspectionsPeriod”) to complete to its satisfaction due diligence regarding the Business and the Dealership Assets, including obtaining such reports and studies as the Purchaser deems appropriate. The Parties agree that the Due Diligence Period shall be extended, as applicable, so that the Purchaser shall have not less than 10 Business Days to review the Audited Financial Statements after receipt by the Purchaser. The Purchaser may conduct due diligence regarding the Business, including obtaining such reports and studies as the Purchaser deems appropriate. The Seller agrees to provide to the Purchaser and Purchaser’s representatives reasonable access to the books, records, reports, information and facilities of the Dealership, and will make the officers, comptroller, accountants and attorneys of the Seller available at reasonable times to discuss with the Purchaser and Purchaser’s representatives such aspects of the Business as the Purchaser may wish. (b) The Purchaser may, at Purchaser’s expense, commission the services of a qualified geotechnical and environmental consultant (hereinafter referred to as the “Engineer”) to conduct a “Phase I Environmental Site Assessment” (a “Phase I”) upon the Dealership Premises to identify any “recognized environmental conditions” and to determine whether the Dealership Premises are in substantial compliance with applicable Environmental Laws, in general accordance with standards recommended by the American Society for Testing and Materials -- ASTM E1527-13 “Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process.” The Purchaser will provide the Seller a copy of the Engineer’s Phase I report(s). Buyer All access to the Dealership Premises must be arranged and scheduled with Xxxxx Xxxxxxx (at his contact information on first page hereof), so that the Seller, or its representative, is present or available at the time of inspection. The Purchaser shall keep have no obligation to indemnify the Property free and clear Seller with respect to the presence of any liens arising out Hazardous Substances discovered during the Purchaser’s due diligence nor shall the Purchaser have any obligation to engage in the remediation of any Due Diligence Inspection, test or other entry onto the Property pursuant Dealership Premises with respect to this Contract. After such Hazardous Substances. (c) Should the end of Purchaser be dissatisfied with its inspections during the Due Diligence Period, Buyer it may terminate the Asset Purchase Agreement under Section 8.1(f), and thereafter the Purchaser’s right to inspect or to receive data and information shall terminate. (d) No investigation made by, nor any disclosure made prior to or after the Effective Date by, the Purchaser on the one hand, or by the Seller, on the other hand, shall affect the enforceability of, or the remedies available under this Agreement with respect to, any such representations, warranties, covenants, agreements or undertakings or their survival. (e) After Manufacturer approval and prior to the Closing Date, the Seller agrees to afford the Purchaser and its agents agents, attorneys, accountants and contractors shall be granted a continuing right of reasonable representatives such access to the Property Dealership Premises, business records and properties of the right Seller, and shall furnish to examine the Property. In Purchaser such information concerning the course Business, as the Purchaser shall reasonably deem necessary or desirable for the purpose of its activities, Buyer may make inquiries about enabling the Property Purchaser to third partiesprepare for Closing, including without limitationpreparation of closing inventory schedules. The Seller will make its appropriate officers, municipalemployees and representatives available to the Purchaser at all reasonable times for the purpose of assisting, local and other governmental officials and representativesin all reasonable respects, and Seller consents to such inquiries. None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master LeasePurchaser with Closing preparations.

Due Diligence Inspections. Seller hereby grants to Buyer, its agents and contractors, subject to Buyer’s possessory interest in the Property under the Aspen Master Lease, reasonable access to the Property during normal business hours to perform the Due Diligence Inspections, provided that Buyer (a) gives reasonable prior notice to The Purchaser shall have 60 days from the later of (i) the Effective Date, or (ii) the date on which the Schedule Certificate is delivered by the Seller and coordinates in accordance with Seller as to the timing and nature of the survey, inspection, study or test to be performed, and (b) if requested by Seller, provides to Seller a certificate of insurance showing that Seller is named as an additional insured on Buyer’s commercial general liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence Section 7.4 above (the “Due Diligence InspectionsPeriod”) to complete to its satisfaction due diligence regarding the Business and the Dealership Assets, including obtaining such reports and studies as the Purchaser deems appropriate. The Parties agree that the Due Diligence Period shall be extended, as applicable, so that the Purchaser shall have no less than 10 Business Days to review the Audited Financial Statements after receipt by the Purchaser. (b) The Purchaser may conduct due diligence regarding the Business, including obtaining such reports and studies as the Purchaser deems appropriate. The Seller agrees to provide to the Purchaser and Purchaser’s representatives reasonable access to the books, records, reports, information and facilities of the Dealership, and will make the officers, comptroller, accountants and attorneys of the Seller available at reasonable times to discuss with the Purchaser and Purchaser’s representatives such aspects of the Business as the Purchaser may wish. (c) The Purchaser may, at Purchaser’s expense, commission the services of a qualified geotechnical and environmental consultant (hereinafter referred to as the “Engineer”) to conduct a “Phase I Environmental Site Assessment” (a “Phase I”) upon the Dealership Premises to identify any “recognized environmental conditions” and to determine whether the Dealership Premises are in substantial compliance with applicable Environmental Laws, in general accordance with standards recommended by the American Society for Testing and Materials -- ASTM E1527-13 “Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process.” The Purchaser will provide the Seller a copy of the Engineer’s Phase I report(s). Buyer All access to the Dealership Premises must be arranged and scheduled with Xxxx Xxxxxxxxx (cell phone: 000-0000000), so that the Seller, or its representative, is present or available at the time of inspection. The Purchaser shall keep have no obligation to indemnify the Property free and clear Seller with respect to the presence of any liens arising out Hazardous Substances discovered during the Purchaser’s due diligence nor shall the Purchaser have any obligation to engage in the remediation of any Due Diligence Inspection, test or other entry onto the Property pursuant Dealership Premises with respect to this Contract. After such Hazardous Substances. (d) Should the end of Purchaser be dissatisfied with its inspections during the Due Diligence Period, Buyer it may terminate this Agreement under Section 8.1(f), and thereafter the Purchaser’s right to inspect or to receive data and information shall terminate. (e) No investigation made by, nor any disclosure made prior to or after the Effective Date by, the Purchaser on the one hand, or by the Seller, on the other hand, shall affect the enforceability of, or the remedies available under this Agreement with respect to, any such representations, warranties, covenants, agreements or undertakings or their survival. (f) After Manufacturer approval and prior to the Closing Date, the Seller agrees to afford the Purchaser and its agents agents, attorneys, accountants and contractors shall be granted a continuing right of reasonable representatives such access to the Property Dealership Premises, business records and properties of the right Seller, and shall furnish to examine the Property. In Purchaser such information concerning the course Business, as the Purchaser shall reasonably deem necessary or desirable for the purpose of its activities, Buyer may make inquiries about enabling the Property Purchaser to third partiesprepare for Closing, including without limitationpreparation of closing inventory schedules. The Seller will make its appropriate officers, municipalemployees and representatives available to the Purchaser at all reasonable times for the purpose of assisting, local and other governmental officials and representativesin all reasonable respects, and Seller consents to such inquiries. None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master LeasePurchaser with Closing preparations.

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 hereby grants shall permit Purchaser and its authorized representatives to Buyerinspect the Property, its agents to perform due diligence and contractorsenvironmental investigations, subject to Buyer’s possessory interest in examine the Property under the Aspen Master Lease, reasonable access records of Seller with respect to the Property 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, without Seller’s prior written consent, any physically intrusive testing. All such inspections shall be performed in such a manner to perform minimize any interference with the Due Diligence Inspectionsbusiness of the tenants under the Leases, provided that Buyer and, in each case, in compliance with the rights and obligations of Seller as landlord under the Leases. Upon no less than two (a2) gives reasonable Business Days’ prior notice to Seller, Seller agrees to undertake commercially reasonable efforts to make an appropriate representative of the tenant under the Schlumberger Lease available to Purchaser to enable Purchaser to interview such tenant. Purchaser acknowledges that Seller and coordinates with Seller as Seller’s representatives have the right to be present at any such tenant interview. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the timing and nature inspection of the survey, Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection and at the time of any such interview with any tenant. Purchaser shall notify Seller not less than two (2) Business Days in advance of making any such inspection, study or test to be performed, and . (b) if requested If the Closing is not consummated due to the default of Purchaser hereunder, then Purchaser shall promptly deliver to Seller copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections; 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. Seller agrees to reimburse Purchaser for the cost and expense of copying and delivering such materials to Seller. Purchaser shall not be obligated to incur any costs or expense to enable Seller to rely upon any such reports, provides surveys or other information. If the Closing is not consummated for reasons other than a Purchaser default hereunder, then Purchaser shall not be obligated to promptly deliver to Seller copies of some or all of the reports, surveys and other information furnished to Purchaser by third parties in connection with Purchaser’s inspection of the Property unless Seller reimburses Purchaser for the cost of such reports. This Section 2.1(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 attorneys’ fees actually incurred) for personal injury, death or damage to property as a result of any act or omission of Purchaser or its representatives, agents or contractors. Said indemnification shall not extend to pre-existing conditions merely discovered by Purchaser. Said indemnification agreement shall survive the Closing, or earlier termination of this Agreement 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 $2,000,000, 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 showing that Seller is named as an additional insured on Buyer’s commercial general with regard to each applicable liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect prior to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of any entry upon the Property by Purchaser or involve any boring its consultants or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence (contractors, as the “Due Diligence Inspections”). Buyer shall keep the Property free and clear of any liens arising out of any Due Diligence Inspectioncase may be, test or other entry onto the Property pursuant to this Contract. After the end of the Due Diligence Period, Buyer and its agents and contractors shall be granted a continuing right of reasonable access to the Property and the right to examine the Property. In the course of its activities, Buyer may make inquiries about the Property to third parties, including without limitation, municipal, local and other governmental officials and representatives, and Seller consents to such inquiries. None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master Lease2.1.

Due Diligence Inspections. Seller hereby grants to Buyer, its agents and contractors, subject to Buyer’s possessory interest in the Property under the Aspen Master Lease, reasonable access to the Property during normal business hours to perform the Due Diligence Inspections, provided that Buyer (a) gives reasonable prior notice to Seller and coordinates with Seller as to the timing and nature of the survey, inspection, study or test to be performed, and (b) if requested by Seller, provides to Seller a certificate of insurance showing that Seller is named as an additional insured on Buyer’s commercial general liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence (the “Due Diligence Inspections”). Buyer shall keep the Property free and clear of any liens arising out of any Due Diligence Inspection, test or other entry onto the Property pursuant to this Contract. After the end of During the Due Diligence Period, Buyer and thereafter during the term of this Agreement if Purchaser does not terminate this Agreement during the Due Diligence Period, Purchaser, through its employees, agents and contractors representatives ("Purchaser's Inspectors"), shall be granted a continuing have the right to: (a) perform such examinations, tests, investigations and studies of reasonable the Property (the "Inspections") as Purchaser reasonably deems advisable, in accordance with the terms of this Section 4.2, and Seller shall provide access to the Property at all reasonable hours for Purchaser's Inspectors to perform the Inspections; and (b) meet with land planners, engineers and the right other similar agents and consultants engaged from time to examine the Property. In the course of its activities, Buyer may make inquiries about time by Seller to perform services relating to the Property to third parties, including without limitation, municipal, local and with officials of Arlington and other governmental officials and representatives, and Seller consents to such inquiries. None of Governmental Authorities concerning the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee proposed development of the Property under (the Aspen Master Lease"Planning Meetings"). Purchaser's right to make Inspections and participate in Planning Meetings shall be subject to (i) Purchaser's obligation to provide Seller with notice (which notice, for these purposes, may be given either by telephone, facsimile or by electronic mail) at least one (1) Business Day in advance of each of the Inspections and Planning Meetings (other than unscheduled meetings occurring in good faith and not for purposes of avoiding the intent of this notice provision), and (ii) Seller's right to have one or more of its employees, agents or representatives accompany Purchaser's representatives. Purchaser shall not, without Seller's written approval, submit to any Governmental Authority a request for interpretation of the Entitlements that would be binding upon Seller and its successors in interest as owners of any portion of the property subject to the PDSP. Seller hereby acknowledges that the Inspections may include drilling, coring or other invasive testing of the Property, if, and only if, Purchaser is given (a) written notice at least three (3) Business Days in advance of each such test, (b) the opportunity to take and compare contemporaneous "split samples" corresponding to those taken by or for Purchaser (with any testing of such samples performed by or on behalf of Seller to be at Seller's sole cost and expense), and (c) Purchaser shall have obtained, and provided evidence of same to Seller, liability insurance covering Purchaser, its agents and employees, in an amount of at least $1,000,000 and naming Seller as an additional insured, with respect to the activities to be undertaken by Purchaser on the Land. Following the completion of any Inspections by Purchaser or Purchaser's Inspectors, Purchaser shall restore the areas of such Inspections to substantially the same condition as existed immediately prior to the Inspections.

Due Diligence Inspections. Seller hereby grants to Buyer, its agents and contractors, subject to Buyer’s possessory interest in the Property under the Aspen Scrub Oak Master Lease, reasonable access to the Property during normal business hours to perform the Due Diligence Inspections, provided that Buyer (a) gives reasonable prior notice to Seller and coordinates with Seller as to the timing and nature of the survey, inspection, study or test to be performed, and (b) if requested by Seller, provides to Seller a certificate of insurance showing that Seller is named as an additional insured on Buyer’s commercial general liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence (the “Due Diligence Inspections”). Buyer shall keep the Property free and clear of any liens arising out of any Due Diligence Inspection, test or other entry onto the Property pursuant to this Contract. After the end of the Due Diligence Period, Buyer and its agents and contractors shall be granted a continuing right of reasonable access to the Property and the right to examine the Property. In the course of its activities, Buyer may make inquiries about the Property to third parties, including without limitation, municipal, local and other governmental officials and representatives, and Seller consents to such inquiries. None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Scrub Oak Master Lease.

Due Diligence Inspections. Seller hereby grants to Buyer, its agents and contractors, subject to Buyer’s possessory interest in the Property under the Aspen Master Lease, reasonable access to the Property during normal business hours to perform the Due Diligence Inspections, provided that Buyer (a) gives reasonable prior notice to The Purchaser shall have 60 days from the later of (i) the Effective Date, or (ii) the date on which the Schedule Certificate is delivered by the Seller and coordinates in accordance with Seller as to the timing and nature of the survey, inspection, study or test to be performed, and (b) if requested by Seller, provides to Seller a certificate of insurance showing that Seller is named as an additional insured on Buyer’s commercial general liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence Section 7.4 above (the “Due Diligence InspectionsPeriod”) to complete to its satisfaction due diligence regarding the Business and the Dealership Assets, including obtaining such reports and studies as the Purchaser deems appropriate. The Parties agree that the Due Diligence Period shall be extended, as applicable, so that the Purchaser shall have no less than 10 Business Days to review the Audited Financial Statements after receipt by the Purchaser. (b) The Purchaser may conduct due diligence regarding the Business, including obtaining such reports and studies as the Purchaser deems appropriate. The Seller agrees to provide to the Purchaser and Purchaser’s representatives reasonable access to the books, records, reports, information and facilities of the Dealership, and will make the officers, comptroller, accountants and attorneys of the Seller available at reasonable times to discuss with the Purchaser and Purchaser’s representatives such aspects of the Business as the Purchaser may wish. (c) The Purchaser may, at Purchaser’s expense, commission the services of a qualified geotechnical and environmental consultant (hereinafter referred to as the “Engineer”) to conduct a “Phase I Environmental Site Assessment” (a “Phase I”) upon the Dealership Premises to identify any “recognized environmental conditions” and to determine whether the Dealership Premises are in substantial compliance with applicable Environmental Laws, in general accordance with standards recommended by the American Society for Testing and Materials -- ASTM E1527-13 “Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process.” The Purchaser will provide the Seller a copy of the Engineer’s Phase I report(s). Buyer All access to the Dealership Premises must be arranged and scheduled with EBD (cell phone: (000)000-0000), so that the Seller, or its representative, is present or available at the time of inspection. The Purchaser shall keep have no obligation to indemnify the Property free and clear Seller with respect to the presence of any liens arising out Hazardous Substances discovered during the Purchaser’s due diligence nor shall the Purchaser have any obligation to engage in the remediation of any Due Diligence Inspection, test or other entry onto the Property pursuant Dealership Premises with respect to this Contract. After such Hazardous Substances. (d) Should the end of Purchaser be dissatisfied with its inspections during the Due Diligence Period, Buyer it may terminate this Agreement under Section 8.1(f), and thereafter the Purchaser’s right to inspect or to receive data and information shall terminate. (e) No investigation made by, nor any disclosure made prior to or after the Effective Date by, the Purchaser on the one hand, or by the Seller, on the other hand, shall affect the enforceability of, or the remedies available under this Agreement with respect to, any such representations, warranties, covenants, agreements or undertakings or their survival. (f) After Manufacturer approval and prior to the Closing Date, the Seller agrees to afford the Purchaser and its agents agents, attorneys, accountants and contractors shall be granted a continuing right of reasonable representatives such access to the Property Dealership Premises, business records and properties of the right Seller, and shall furnish to examine the Property. In Purchaser such information concerning the course Business, as the Purchaser shall reasonably deem necessary or desirable for the purpose of its activities, Buyer may make inquiries about enabling the Property Purchaser to third partiesprepare for Closing, including without limitationpreparation of closing inventory schedules. The Seller will make its appropriate officers, municipalemployees and representatives available to the Purchaser at all reasonable times for the purpose of assisting, local and other governmental officials and representativesin all reasonable respects, and Seller consents to such inquiries. None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master LeasePurchaser with Closing preparations.