Common use of Entry and Indemnity; Limits on Government Contacts Clause in Contracts

Entry and Indemnity; Limits on Government Contacts. (a) In connection with any entry by Buyer, its Permitted Assignee(s) or any of their agents, employees or contractors (collectively, the "Buyer Parties" and each a "Buyer Party") onto a Real Property, Buyer shall give Seller reasonable advance notice of such entry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the greatest extent possible, interference with Seller's business and the business of the Tenants and otherwise in a manner reasonably acceptable to Seller. Without limiting the foregoing, prior to any entry to perform any necessary on-site testing, Buyer shall give Seller written notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope of the testing and the party performing the testing. Seller shall approve or disapprove any proposed testing and the party performing the same within three (3) Business Days after receipt of such notice. If a Buyer Party takes any sample from a Real Property in connection with any such approved testing, Buyer shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Seller or its representative may be present to observe any testing, or other inspection performed on any Real Property. Buyer shall promptly deliver to Seller copies of any reports relating to any testing or other inspection of any Real Property performed by or on behalf of any Buyer Party. Buyer shall maintain, and shall ensure that its contractors maintain, public liability and property damage insurance insuring the Buyer Parties against any liability arising out of any entry or inspections of any Real Property pursuant to the provisions hereof. Such insurance maintained by Buyer shall be in the amount of Ten Million Dollars ($10,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. The policy maintained by Buyer shall insure the contractual liability of Buyer covering the indemnities herein and shall (i) name Seller (and their successors, assigns and Affiliates) as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to Seller." Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of any Real Property. Buyer shall indemnify and hold the Seller Parties harmless from and against any Claims arising out of or relating to any entry on any Real Property by any Buyer Party, in the course of performing any inspections, testings or inquiries. The foregoing indemnity shall survive the Closing, or, if the Closing does not occur, beyond the termination of this Agreement. (b) Notwithstanding any provision in this Agreement to the contrary, neither Buyer nor any other Buyer Party shall contact any Governmental Authority regarding any Hazardous Materials on or the environmental condition of any Real Property without Seller's prior written consent thereto; provided that if Buyer or Buyer's consultant is unconditionally obligated by applicable law to notify a Governmental Authority regarding any Hazardous Materials on, or the environmental condition of, any Real Property discovered by Buyer's environmental testing, Buyer shall first provide prior written notice to Seller and shall not contact any Governmental Authority except in conjunction with Seller. In addition, if Seller's consent is obtained by Buyer, Seller shall be entitled to receive at least five (5) Business Days prior written notice of the intended contact and to have a representative present when Buyer has any such contact with any governmental official or representative.

Entry and Indemnity; Limits on Government Contacts. (a) In connection with any entry by Buyer, its Permitted Assignee(s) or any of their agents, employees or contractors (collectively, the "Buyer Parties" and each a "Buyer Party") onto a the Real Property, Buyer shall give Seller reasonable advance notice of such entry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the greatest extent possible, interference with Seller's business and the business of the Tenants and otherwise in a manner reasonably acceptable to Seller. Without limiting the foregoing, prior to any entry to perform any necessary on-site testing, Buyer shall give Seller written notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope of the testing and the party performing the testing. Seller shall approve or disapprove any proposed testing and the party performing the same within three (3) Business Days after receipt of such notice. If a Buyer Party takes any sample from a the Real Property in connection with any such approved testing, Buyer shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Seller or its representative may be present to observe any testing, or other inspection performed on any the Real Property. Buyer shall promptly deliver to Seller copies of any reports relating to any testing or other inspection of any the Real Property performed by or on behalf of any Buyer Party. Buyer shall maintain, and shall ensure that its contractors maintain, public liability and property damage insurance insuring the Buyer Parties against any liability arising out of any entry or inspections of any the Real Property pursuant to the provisions hereof. Such insurance maintained by Buyer shall be in the amount of Ten Million Dollars ($10,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. The policy maintained by Buyer shall insure the contractual liability of Buyer covering the indemnities herein and shall (i) name Seller (and their successors, assigns and Affiliates) as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to Seller." Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of any the Real Property. Buyer shall indemnify and hold the Seller Parties harmless from and against any Claims arising out of or relating to any entry on any the Real Property by any Buyer Party, in the course of performing any inspections, testings or inquiries. The foregoing indemnity shall survive the Closing, or, if the Closing does not occur, beyond the termination of this Agreement. (b) Notwithstanding any provision in this Agreement to the contrary, neither Buyer nor any other Buyer Party shall contact any Governmental Authority regarding any Hazardous Materials on or the environmental condition of any the Real Property without Seller's prior written consent thereto; provided that if Buyer or Buyer's consultant is unconditionally obligated by applicable law to notify a Governmental Authority regarding any Hazardous Materials on, or the environmental condition of, any the Real Property discovered by Buyer's environmental testing, Buyer shall first provide prior written notice to Seller and shall not contact any Governmental Authority except in conjunction with Seller. In addition, if Seller's consent is obtained by Buyer, Seller shall be entitled to receive at least five (5) Business Days prior written notice of the intended contact and to have a representative present when Buyer has any such contact with any governmental official or representative.

Entry and Indemnity; Limits on Government Contacts. (a) In connection with any entry by Buyer, its Permitted Assignee(s) or any of their agents, employees or contractors (each a "BUYER PARTY", and collectively, the "Buyer Parties" and each a "Buyer PartyBUYER PARTIES") onto a the Real Property, Buyer shall give Seller reasonable advance notice of such entry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the greatest extent possible, interference with Seller's business and the business of the Tenants and otherwise in a manner reasonably acceptable to Seller. Without limiting the foregoing, prior to any entry to perform any necessary on-site testing, Buyer shall give Seller written notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope of the testing and the party performing the testing. Seller shall approve or disapprove any proposed testing and the party performing the same within three (3) Business Days after receipt of such notice. If a Buyer Party takes any sample from a the Real Property in connection with any such approved testing, Buyer shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Seller or its representative may be present to observe any testing, or other inspection performed on any the Real Property. Buyer shall promptly deliver to Seller copies of any reports relating to any testing or other inspection of any the Real Property performed by or on behalf of any Buyer PartyParty in the event that (i) Buyer requests any action on the part of Seller as a result of such testing or (ii) Buyer subsequently terminates this Agreement as a result of the information contained in any such report. Buyer shall maintain, and shall ensure that its contractors maintain, public liability and property damage insurance insuring the Buyer Parties against any liability arising out of any entry or inspections of any the Real Property pursuant to the provisions hereof. Such insurance maintained by Buyer shall be in the amount of Ten Two Million and No/100 Dollars ($10,000,0002,000,000.00) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. The policy maintained by Buyer shall insure the contractual liability of Buyer covering the indemnities herein and shall (i) name Seller (and their its respective successors, assigns and Affiliates) as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to Seller." Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of any the Real Property. Buyer shall indemnify and hold the Seller Parties harmless from and against any Claims arising out of or relating to any entry on any Real Property by any Buyer Party, in the course of performing any inspections, testings or inquiries. The foregoing indemnity shall survive the Closing, or, if the Closing does not occur, beyond the termination of this Agreement. (b) Notwithstanding any provision in this Agreement to the contrary, neither Buyer nor any other Buyer Party shall contact any Governmental Authority regarding any Hazardous Materials on or the environmental condition of any the Real Property without Seller's prior written consent thereto; provided that if Buyer or Buyer's consultant is unconditionally obligated , unless required to do so by applicable law to notify a Governmental Authority regarding any Hazardous Materials on, or the environmental condition of, any Real Property discovered by Buyer's environmental testing(and in such case, Buyer shall first provide prior Seller written notice prior to Seller such notification). Buyer may contact applicable Governmental Authorities and shall not contact any Governmental Authority except in conjunction with Sellerreview public records for customary information to obtain an environmental audit of the Property. In addition, if Seller's consent is obtained by Buyer, Seller shall be entitled to receive at least five (5) Business Days Days' prior written notice of the intended contact and to have a representative present when Buyer has any such contact with any governmental official or representative.

Entry and Indemnity; Limits on Government Contacts. (a) In connection with any entry by Buyer, its Permitted Assignee(s) or any of their agents, employees or contractors (collectively, the "Buyer Parties" and each a "Buyer Party") onto a Real Property, Buyer shall give Seller reasonable advance notice of such entry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the greatest extent possible, interference with Seller's business and the business of the Tenants and otherwise in a manner reasonably acceptable to Seller. Without limiting the foregoing, prior to any entry to perform any necessary on-site testing, Buyer shall give Seller written notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope of the testing and the party performing the testing. Seller shall approve or disapprove any proposed testing and the party performing the same within three (3) Business Days after receipt of such notice. If a Buyer Party takes any sample from a Real Property in connection with any such approved testing, Buyer shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Seller or its representative may be present to observe any testing, or other inspection performed on any Real Property. Buyer shall promptly deliver to Seller copies of any reports relating to any testing or other inspection of any Real Property performed by or on behalf of any Buyer Party. Buyer shall maintain, and shall ensure that its contractors maintain, public liability and property damage insurance insuring the Buyer Parties against any liability arising out of any entry or inspections of any Real Property pursuant to the provisions hereof. Such insurance maintained by Buyer shall be in the amount of Ten Million Dollars ($10,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. The policy maintained by Buyer shall insure the contractual liability of Buyer covering the indemnities herein and shall (i) name Seller (and their successors, assigns and Affiliates) as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to Seller." Buyer shall provide Seller with evidence of such insurance coverage prior to any entry or inspection of any Real Property. Buyer shall indemnify and hold the Seller Parties harmless from and against any Claims arising out of or relating to any entry on any Real Property by any Buyer Party, in the course of performing any inspections, testings or inquiries. The foregoing indemnity shall survive the Closing, or, if the Closing does not occur, beyond the termination of this Agreement. (b) Notwithstanding any provision in this Agreement to the contrary, neither Buyer nor any other Buyer Party shall contact any Governmental Authority regarding any Hazardous Materials on or the environmental condition of any Real Property without Seller's prior written consent thereto; provided that if Buyer or Buyer's consultant is unconditionally obligated by applicable law to notify a Governmental Authority regarding any Hazardous Materials on, or the environmental condition of, any Real Property discovered by Buyer's environmental testingtesting during the Due Diligence Period, Buyer shall first provide prior written notice to Seller and shall not contact any Governmental Authority except in conjunction with Seller. In addition, if Seller's consent is obtained by Buyer, Seller shall be entitled to receive at least five (5) Business Days prior written notice of the intended contact and to have a representative present when Buyer has any such contact with any governmental official or representative.

Entry and Indemnity; Limits on Government Contacts. (a) In connection with any entry by Buyer, its Permitted Assignee(s) or any of their agents, employees or contractors (collectively, the "Buyer Parties" and each a "Buyer Party") onto a Real Property, Buyer shall give the applicable Seller reasonable advance notice of such entry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the greatest extent possible, interference with such Seller's business and the business of the Tenants and otherwise in a manner reasonably acceptable to such Seller. Without limiting the foregoing, prior to any entry to perform any necessary on-site testing, Buyer shall give the applicable Seller written notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope of the testing and the party performing the testing. Such Seller shall approve or disapprove any proposed testing and the party performing the same within three (3) Business Days after receipt of such notice. If a Buyer Party takes any sample from a Real Property in connection with any such approved testing, Buyer shall provide to Seller the applicable Seller, at such Seller's additional expense, a portion of such sample being tested to allow such Seller, if it so chooses, to perform its own testing. The applicable Seller or its representative may be present to observe any testing, or other inspection performed on any Real Property. Buyer shall promptly deliver to the applicable Seller copies of any reports relating to any testing or other inspection of any Real Property performed by or on behalf of any Buyer Party. Buyer shall maintain, and shall ensure that its contractors maintain, public liability and property damage insurance insuring the Buyer Parties against any liability arising out of any entry or inspections of any Real Property pursuant to the provisions hereof. Such insurance maintained by Buyer shall be in the amount of Ten Million Dollars ($10,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. The policy maintained by Buyer shall insure the contractual liability of Buyer covering the indemnities herein and shall (i) name such Seller and the WCB Entities (and their successors, assigns and Affiliates) as additional insureds, (ii) contain a cross-liability provisionprovi sion, and (iii) contain a provision that "the insurance provided by Buyer hereunder shall be primary and noncontributing with any other insurance available to [such Seller]." Buyer shall provide such Seller with evidence of such insurance coverage prior to any entry or inspection of any Real Property. Buyer shall indemnify and hold the Seller Parties harmless from and against any Claims arising out of or relating to any entry on any Real Property by any Buyer Party, in the course of performing any inspections, testings or inquiriesinquiries (excluding any decrease in the value of a Property resulting solely from the discovery of any environmental or physical condition on or about such Property). The foregoing indemnity shall survive the Closing, or, if the Closing does not occur, beyond the termination of this Agreement. (b) Notwithstanding any provision in this Agreement to the contrary, neither Buyer nor any other Buyer Party shall contact any Governmental Authority regarding any Hazardous Materials on or the environmental condition of any Real Property without the applicable Seller's prior written consent thereto; provided that if Buyer or Buyer's consultant is unconditionally obligated by applicable law to notify a Governmental Authority regarding any Hazardous Materials on, or the environmental condition of, any Real Property discovered by Buyer's environmental testing, Buyer shall first provide prior written notice to Seller and which consent shall not contact any Governmental Authority except in conjunction with Sellerbe unreasonably withheld. In addition, if the applicable Seller's consent is obtained by Buyer, such Seller shall be entitled to receive at least five (5) Business Days prior written notice of the intended contact and to have a representative present when Buyer has any such contact with any governmental official or representative.