Common use of Entry and Inspection Obligations; Termination of Agreement Clause in Contracts

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not disturb the Tenants or interfere with the use of the Property pursuant to the Leases; interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)) and Article XII. Purchaser will (i) maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, and Workers’ Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iv) at Seller’s request, furnish to Seller any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore the Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken. (b) Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expenses), arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Date, with respect to the Property or any violation of the provisions of this Article V. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it wants to proceed with the transaction as set forth in this Agreement, Purchaser shall provide written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, this Agreement shall automatically terminate. If this Agreement terminates under this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunder. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) promptly following the termination of this Agreement for any reason.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not not: disturb the Tenants or interfere with the use of the Property pursuant to the Leases; interfere with the operation and maintenance of the Real Property or ImprovementsImprovements in any material respect; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s 's rights under this Article V; or and reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s 's organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will will: (i) cause all of Purchaser's consultants which are to perform physical inspections and/or testing on the Real Property or Improvements to maintain comprehensive general liability (occurrence) insurance on terms and in amounts which reasonably satisfactory to Seller, and Workers’ Compensation insurance prudent consultants in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall their field customarily maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall reasonably request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to each entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the PropertyProperty by or on behalf of Purchaser or the Licensee Party; (iii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iv) at Seller’s 's written request, furnish to Seller copies of any third party studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) repair and restore the Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken. (b) Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all actual (but not consequential or punitive) damages, liabilities losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expenses), ' fees) arising out of any personal injury, property damages or liens directly or indirectly caused by any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Datedate hereof, with respect to the Property or any violation of the provisions of this Article V. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it wants to proceed with the transaction as set forth in this Agreement, Purchaser shall provide written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, this Agreement shall automatically terminate. If this Agreement terminates under this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunder. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) promptly following the termination of this Agreement for any reason.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not materially disturb the Tenants or materially interfere with the use of the Property pursuant to the Leases; materially interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s 's rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s 's organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will (i) will, and shall cause its contractors to, maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, Seller and Workers’ ' Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property Property, in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain (if applicable), and shall cause the relevant Licensee Parties to maintain, errors and omissions insurance and contractor’s 's pollution liability insurance on terms and in amounts reasonably acceptable to Seller. In each case (other than with respect to Worker's Compensation insurance), and insuring such policies shall insure Seller, Purchaser, Xxxx-Xxxx RealtySub XVII, L.P.Inc., XxxxM-Xxxx Realty Corporation, Purchaser C Texas Management L.P. and such other parties as Seller shall reasonably request, covering any accident or event arising in connection with the presence of and Purchaser or the other Licensee Parties on the Real Property or Improvements, and shall deliver to Seller evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; . Purchaser shall also (iii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iiiii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iviii) at Seller’s 's request, and upon Seller paying to Purchaser an amount equal to the cost thereof, furnish to Seller any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (viv) restore repair any damage to the Real Property and or Improvements caused by Purchaser or any Licensee Party to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertakenreasonable satisfaction of Seller. (b) Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns (each, an "INDEMNIFIED PARTY") harmless from and against any and all liensloss, claimsdamage, causes liability or claim for personal injury or property damage or lien arising from (i) an act (or a failure to act) at, upon or adjacent to the Property by or on behalf of actionPurchaser or any Licensee Party, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to Permitted Outside Party or any consultant of any of the foregoing (those, including but not limited to court costs and reasonable attorneys’ ' fees and expenses), arising out and INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLER OR ANY OTHER INDEMNIFIED PARTY MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim if and to the extent caused by the gross negligence or willful misconduct of any inspections, investigations, examinations, sampling or tests conducted by Purchaser Seller or any of the Licensee Partiesother Indemnified Party, whether prior to or after the Effective Datedate hereof, with respect to the Property or (ii) any violation of the provisions of this Article V. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it wants does not want to proceed with the transaction as set forth in this Agreement, Purchaser shall provide have the right to terminate this Agreement with respect to all of the Projects by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period. In no event may Purchaser terminate this Agreement pursuant to this Section 5.3(c) with respect to fewer than all of the Projects, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETOthereby electing to proceed to Closing with respect to fewer than all of the Projects. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, terminates this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and, provided Seller pays for such reports, studies, surveys and test results, all copies of any studies, reports reports, surveys or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s 's inspection of the Property (collectively, “Purchaser’s Information”"PURCHASER'S INFORMATION") promptly following the termination time this Agreement is terminated for any reason, provided, however, that Purchaser shall not be obligated to deliver to Seller any materials of a proprietary nature (such as, for purposes of example only, any financial forecasts or marketing repositioning plans) prepared for Purchaser in connection with the Property, and provided further that Seller acknowledges that any materials delivered to Seller by Purchaser pursuant to the provisions of this Agreement for any reasonshall be without warranty or representation whatsoever.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not disturb the Tenants or not: unreasonably interfere with the use of the Property pursuant operation, including but not limited to the Leases; interfere with the operation of tenant businesses, and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned located on the Real Property or held by Tenants or any other person or entityImprovements; injure or otherwise cause bodily harm to Seller or any TenantSeller, Seller’s tenants, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights under this Article V; V or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will will: (i) maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, and Workers’ Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iiiii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iviii) at Seller’s request, furnish without cost to Seller any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (viv) to the extent any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties causes damage to or exacerbates an existing condition at the Real Property or Improvements, to restore the affected Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken; provided, however, that Purchaser shall have no obligation to make any restoration to the Real Property and Improvements (i) relating merely to Purchaser’s findings or from the discovery of existing conditions affecting the Real Property and/or Improvements in connection with its inspections hereunder, or (ii) for any damage caused to the Property arising from any negligent act or omission of any Seller Party. (b) Before entering upon the Property, Purchaser shall obtain and maintain, and shall cause the other Licensee Parties to maintain (and shall deliver to Seller evidence thereof), at Purchaser’s sole cost and expense, general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of Two Million and No/100 Dollars ($2,000,000.00) combined single limit for personal injury and property damage per occurrence, and Five Million and No/100 Dollars ($5,000,000.00) in the aggregate, such policies to name Seller, and Seller’s lender and property manager, if any, as additional insured parties, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or the other Licensee Parties or their respective agents, employees or contractors in connection with their respective entry, tests and inspections upon the Property. Purchaser hereby indemnifies, defends and holds harmless Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless (each of the foregoing, an “Indemnified Party”) from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, suits and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expenses), arising out of fees) caused by any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Datedate hereof, with respect to the Property or any violation of the provisions of this Article V.V; provided, however, in no event shall Purchaser be responsible for any indemnification or other claims by any Indemnified Party (i) relating merely to Purchaser’s findings or from the discovery of existing conditions affecting the Real Property and/or Improvements in connection with its inspections hereunder, or (ii) for any damage caused to the Property arising from any negligent act or omission of any Seller Party. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvementsfor any reason or no reason, that it wants does not desire to proceed with complete the transaction as set forth in contemplated by this Agreement, Purchaser shall provide have the right to terminate this Agreement by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event that Purchaser does not provide such written notice or if elects to proceed to Closing for the transaction contemplated by this Agreement, Purchaser provides shall deliver written notice of such election prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO, and this Agreement shall continue in full force and effect in accordance with its terms, and the Xxxxxxx Money Deposit shall, unless otherwise provided for in this Agreement, thereupon become nonrefundable to Purchaser on the last day of the Evaluation Period. Notwithstanding the foregoing, Purchaser’s failure to deliver notice to Seller evidencing its election to terminate this Agreement, Agreement or proceed to Closing prior to the expiration of the Evaluation Period shall be deemed to be an election to proceed to Closing. In the event Purchaser terminates this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser shall return without cost to Seller (i) the Documents, together with all copies Purchaser has made of the Documents and all (ii) copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) promptly following the termination of this Agreement for any reason).

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not disturb the Tenants or interfere with the use of the Property pursuant to the Leases; not: interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants Seller or any other person or entity; injure or otherwise cause bodily harm to Seller or any TenantSeller, or to any of their respective Seller’s agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights under this Article V; V or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will will: (i) maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, and Workers’ Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due to the third parties who assisted and were contracted for by Purchaser, the costs of all entry and inspections and examinations done with regard to the Property; (iiiii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iviii) at Seller’s request, furnish to Seller copies of all third party reports that address the physical conditions of the Property; provided, however, Purchaser shall not provide Seller third party reports relating to any studiesfinancial analysis of the Property or non-physical analysis of the Property or incorporating any analysis by Purchaser, reports or test results received and provided further that Seller assumes all risk that any information furnished by Purchaser regarding under this paragraph might be misleading, incorrect or incomplete and Seller understands that any use or reliance on said information is at the Property, promptly after such receipt, in connection with such inspectionfull and sole risk of Seller; and (viv) restore the Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken. (b) Purchaser hereby indemnifies, defends shall indemnify and holds hold Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liensdamage, claimsloss, causes of actionclaim, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing liability or expense (including but not limited to court costs and reasonable attorneys’ attorneys fees and expenses), of attorneys of Seller’s choice) arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee PartiesParties (“Property Examination”), whether prior to or after the Effective Datedate hereof, with respect except to the Property extent such damage, loss, claim, liability or expense (including reasonable attorneys fees of attorneys of Seller’s choice) is the result of Seller’s negligence or willful misconduct., or any violation condition existing on the Property prior to Purchaser’s Property Examination. In no event shall Purchaser have any liability arising out of its discovery of existing conditions discovered by Purchaser except to the provisions extent that any such conditions are contributed to, aggravated, or exacerbated by the negligence of Purchaser or its employees, agents, contractors or subcontractors. This provision shall survive the termination of this Article V.Agreement. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvementsfor any reason or no reason, that it wants does not desire to proceed with complete the transaction as set forth in contemplated by this Agreement, Agreement Purchaser shall provide have the right to terminate this Agreement by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In The failure of Purchaser to deliver any termination notice to Seller during the event Purchaser does Evaluation Period as provided in the immediately preceding sentence shall be deemed to be an election not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, in which event Purchaser shall thereupon be deemed to have waived any right to terminate this Agreement pursuant to the provisions of this Section 5.3(c) and this Agreement shall automatically terminatecontinue in full force and effect in accordance with its terms, and the Xxxxxxx Money Deposit shall, unless otherwise provided for in this Agreement, thereupon become nonrefundable by Purchaser on the last day of the Evaluation Period. If In the event Purchaser terminates this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement and the Section 2.2(b) Transactions shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser shall return to Seller (i) all copies Purchaser has made of the Documents and all (ii) copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) which Seller specifically requests of Purchaser promptly following the termination of time this Agreement is terminated for any reason.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not materially disturb the Tenants or materially interfere with the use of the Property pursuant to the Leases; materially interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will (i) will, and shall cause its contractors to, maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, Seller and Workers’ Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property Property, in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain (if applicable), and shall cause the relevant Licensee Parties to maintain, errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller. In each case (other than with respect to Worker’s Compensation insurance), and insuring such policies shall insure Seller, Purchaser, Xxxx-Xxxx RealtySub XVII, L.P.Inc., XxxxM-Xxxx Realty Corporation, Purchaser C Texas Management L.P. and such other parties as Seller shall reasonably request, covering any accident or event arising in connection with the presence of and Purchaser or the other Licensee Parties on the Real Property or Improvements, and shall deliver to Seller evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; . Purchaser shall also (iii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iiiii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iviii) at Seller’s request, and upon Seller paying to Purchaser an amount equal to the cost thereof, furnish to Seller any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (viv) restore repair any damage to the Real Property and or Improvements caused by Purchaser or any Licensee Party to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertakenreasonable satisfaction of Seller. (b) Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns (each, an “Indemnified Party”) harmless from and against any and all liensloss, claimsdamage, causes liability or claim for personal injury or property damage or lien arising from (i) an act (or a failure to act) at, upon or adjacent to the Property by or on behalf of actionPurchaser or any Licensee Party, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to Permitted Outside Party or any consultant of any of the foregoing (those, including but not limited to court costs and reasonable attorneys’ fees and expenses), arising out and INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLER OR ANY OTHER INDEMNIFIED PARTY MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim if and to the extent caused by the gross negligence or willful misconduct of any inspections, investigations, examinations, sampling or tests conducted by Purchaser Seller or any of the Licensee Partiesother Indemnified Party, whether prior to or after the Effective Datedate hereof, with respect to the Property or (ii) any violation of the provisions of this Article V. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it wants does not want to proceed with the transaction as set forth in this Agreement, Purchaser shall provide have the right to terminate this Agreement with respect to all of the Projects by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period. In no event may Purchaser terminate this Agreement pursuant to this Section 5.3(c) with respect to fewer than all of the Projects, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETOthereby electing to proceed to Closing with respect to fewer than all of the Projects. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, terminates this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and, provided Seller pays for such reports, studies, surveys and test results, all copies of any studies, reports reports, surveys or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) promptly following the termination time this Agreement is terminated for any reason, provided, however, that Purchaser shall not be obligated to deliver to Seller any materials of a proprietary nature (such as, for purposes of example only, any financial forecasts or marketing repositioning plans) prepared for Purchaser in connection with the Property, and provided further that Seller acknowledges that any materials delivered to Seller by Purchaser pursuant to the provisions of this Agreement for any reasonshall be without warranty or representation whatsoever.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not unreasonably disturb the Tenants or interfere with the use of the Property pursuant to the Leases; interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will (i) maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, Seller and Workers’ Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property Property, in accordance with Section 5.1, then Purchaser or such Licensee Party performing such physical inspection or sampling shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iv) at Seller’s request, furnish to Seller any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore the Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken. (b) Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees fees) for personal injury, wrongful acts, torts claims and expenses)property damage, arising out of Purchaser’s and the other Licensee Parties’ entry onto the Property and/or any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Datedate hereof, with respect to the Property or arising out of any violation of the provisions of this Article V.V; provided that the foregoing indemnity shall not relate to any liability, cost, loss, damage or expense to the extent attributable to (i) conditions in existence on or about the Property on the date of this Agreement, except to the extent exacerbated by Purchaser (provided that Purchaser’s mere discovery of a pre-existing condition on the Property shall not be deemed to be an exacerbation of a pre-existing condition), (ii) any acts or omissions of Seller or any of Seller’s agents, contractors, or employees, or (iii) claims based on disclosures required pursuant to Governmental Regulations. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it wants does not want to proceed with the transaction as set forth in this Agreement, Purchaser shall provide have the right to terminate this Agreement by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, terminates this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser shall return to Seller all Documents and copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property Agreement (collectively, “Purchaser’s Information”) promptly following the termination of time this Agreement is terminated for any reason.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not unreasonably disturb the Tenants or interfere with the use of the Property pursuant to the Leases; interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will (i) maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, Seller and Workers’ Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property Property, in accordance with Section 5.1, then Purchaser or such Licensee Party performing such physical inspection or sampling shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iv) at Seller’s request, furnish to Seller any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore the Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken. (b) Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees fees) for personal injury, wrongful acts, torts claims and expenses)property damage, arising out of Purchaser’s and the other Licensee Parties’ entry onto the Property and/or any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Datedate hereof, with respect to the Property or arising out of any violation of the provisions of this Article V.V; provided that the foregoing indemnity shall not relate to any liability, cost, loss, damage or expense to the extent attributable to (i) conditions in existence on or about the Property on the date of this Agreement, except to the extent exacerbated by Purchaser (provided that Purchaser’s mere discovery or legally required disclosure of a pre-existing condition on the Property shall not be deemed to be an exacerbation of a pre-existing condition), (ii) any acts or omissions of Seller or any of Seller’s agents, contractors, or employees, or (iii) claims based on disclosures required pursuant to Governmental Regulations. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it wants does not want to proceed with the transaction as set forth in this Agreement, Purchaser shall provide have the right to terminate this Agreement by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, terminates this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser shall return to Seller all Documents and copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property Agreement (collectively, “Purchaser’s Information”) promptly following the termination of time this Agreement is terminated for any reason.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not not: materially disturb the Tenants Tenant or materially interfere with the use of the Property pursuant to the LeasesLease; interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants Tenant or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will will: (i) maintain (or cause the appropriate Licensee Parties to maintain) comprehensive general liability (occurrence) insurance on in terms and in amounts reasonably satisfactory to Seller, Seller and Workers’ Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iv) at Seller’s request, furnish to Seller copies of any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore repair any damage to the Real Property and Improvements caused by any inspection or examination by Purchaser or its agents. Notwithstanding the foregoing or subsection (b) below to the condition in which contrary, Purchaser shall not be required to restore nor to be liable for any damage to the same were found before Property resulting from the actions or inactions of Seller or Tenant. In addition, Purchaser shall not be liable to restore any such entry upon damage to the Real Property and inspection or examination was undertakenthe Improvements to the extent same is a result of any acts or omissions of the Seller or the Tenant to the extent of any losses incurred by Seller or otherwise relating to existing conditions at the Property which are revealed by Purchaser’s investigations permitted hereunder. (b) Except as stated to the contrary in the last sentence of (a) above, Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expenses)fees, but specifically excluding any punitive damages) arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Datedate hereof, with respect to the Property or any violation of the provisions of this Article V.Property. (c) In the event that Purchaser determines, after in its inspection of the Documents sole and Real Property and Improvementsabsolute discretion, that that, for any reason, it wants to proceed is not satisfied with the transaction as set forth in this Agreementresults of its inspections and evaluations during the Evaluation Period, then Purchaser shall provide have the right to terminate this Agreement by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, terminates this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) promptly following the termination of time this Agreement is terminated for any reason.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser Buyer agrees that in entering upon and inspecting or examining the Property, Purchaser Buyer and the other Licensee Parties will not disturb the Tenants or interfere with the use of the Property pursuant to in a manner that violates the terms of the Leases; interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of PurchaserBuyer’s rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside PurchaserBuyer’s organization, except in Agreement of Sale and Purchase accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will (i) Buyer will, and shall cause its contractors to, maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, Seller and Workers’ Compensation insurance in statutory limits, and, if Purchaser Buyer or any Licensee Party performs any physical inspection or sampling at the Real Property Property, in accordance with Section 5.1, then Purchaser or such Licensee Party Buyer shall maintain (if applicable), and shall cause the relevant Licensee Parties to maintain, errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller. In each case (other than with respect to Worker’s Compensation insurance), and insuring such policies shall insure Seller, Xxxx-Xxxx RealtyBuyer, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall reasonably request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and Buyer shall deliver to Seller evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; . Buyer shall also (iii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iiiii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iviii) at Seller’s request, furnish to Seller copies of any studies, reports or test results received by Purchaser Buyer regarding the Property, promptly after such receipt, in connection with such inspection; and (viv) restore the Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken. Notwithstanding anything herein to the contrary, Buyer shall continue to have access to the Real Property, the Tenants and the Authorities at all times prior to the Closing, subject to this Article 5; provided, however, that in no event shall Buyer have any right to terminate or otherwise modify its obligations hereunder as a result of any such further access to the Property after the expiration of the Evaluation Period. (b) Purchaser Buyer hereby indemnifies, defends and holds Seller Seller, Seller’s Affiliates, and its the agents, directors, partners, members, agents, directors, officers, employees, successors and assigns of each of them (collectively, the “Seller Parties”) harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expensesfees), arising out of any inspections, investigations, examinations, sampling samplings or tests conducted by Purchaser Buyer or any of the Licensee Parties, whether prior to or after the Effective Datedate hereof, with respect to the Property or any violation of the provisions of this Article V.V, except to the extent that such losses are attributable to the negligence of Seller or the Seller Parties. Notwithstanding anything contained herein to the contrary, Buyer shall have no liability to Seller for any claim, demand, damage, loss or action, including without limitation, any claim for diminution in value of the Property or for environmental remediation or clean up costs in connection with the fact that any adverse physical condition, title defect or other defect with respect to the Property has been disclosed by Buyer’s inspections of the Property, except to the extent such adverse physical condition, title defect or other defect was actually caused by Buyer or any Licensee Parties or exacerbated in any material respect by the negligence or willful misconduct of Buyer or any Licensee Parties. Agreement of Sale and Purchase (c) In If, on or before the event that Purchaser expiration of the Evaluation Period, Buyer determines, after its inspection of the Documents and Documents, Real Property and Improvements, that it wants Buyer does not want to proceed with the transaction as set forth in this AgreementAgreement for any reason or no reason, Purchaser Buyer shall provide have the right to terminate this Agreement by providing written notice to Seller that it elects to proceed with the transaction which is received by Seller prior to the expiration of the Evaluation Period. If before the end of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETOBuyer fails to give Seller such written notice, then Buyer shall be deemed to have elected to waive its rights to terminate this Agreement pursuant to this Section 5.3(c). In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, Buyer timely terminates this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser Buyer shall have the right to receive a refund of the Xxxxxxx Money DepositMoney, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser Buyer shall return to Seller all copies Purchaser Buyer has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by PurchaserBuyer, before or after the execution of this Agreement, in connection with PurchaserBuyer’s inspection of the Property (collectively, the “Purchaser’s Buyer Information”) promptly following the termination of time this Agreement is terminated for any reason.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not disturb breach the Tenants Lease or unreasonably interfere with the use and occupancy of the Property pursuant to the Leases; interfere with the operation and maintenance of the Real Property or Improvementsby Tenant; damage any part of the Property or any personal the property owned or held by Tenants or any other person or entityof Tenant; injure or otherwise cause bodily harm to Seller or any Tenant, Tenant or to any of their respective agents, guests, invitees, contractors consultants and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will (i) maintain comprehensive commercial general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, and Workers’ Compensation insurance in statutory limitslimits for its employees (if any), and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and, in the case of the commercial general liability insurance and the errors and omissions insurance, insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser Tenant, Guarantor, and such other parties as Seller shall requestreasonably request as additional insureds, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; . Purchaser further agrees that in inspecting or examining the Property, Purchaser shall (iii) promptly pay when due the costs of all entry inspections, examinations, testing and inspections and examinations sampling done with regard to the Property; (iiiii) cause any inspection inspection, examination, testing or sampling to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iviii) at upon Seller’s 's written request, furnish to Seller copies of any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore the Real Property and Improvements as near as possible to the condition in which the same were found before any such entry upon the Real Property and inspection examination, testing or examination sampling was undertaken. (b) Purchaser hereby indemnifies, defends and holds Seller Seller, Tenant and its Guarantor and their respective partners, members, agents, directors, officers, employees, successors and assigns assigns, harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expensesfees) (collectively, "Losses"), to the extent arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Date, Parties with respect to the Property or any violation of the provisions of this Article V.Section 5.3, but excluding any Losses arising from the discovery of pre-existing conditions. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it wants does not want to proceed with the transaction as set forth in this Agreement, for any reason or no reason, Purchaser shall provide have the right to allow this Agreement to automatically terminate at the expiration of the Evaluation Period. Unless Purchaser provides written notice to Seller that it elects to proceed with the transaction and Escrow Agent prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO, that Purchaser is waiving its right to allow this Agreement to terminate pursuant to this Section 5.3(c), this Agreement shall automatically terminate at the end of the Evaluation Period. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election allows this Agreement to terminate this Agreement, this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under if this Agreement is terminated in accordance with any other provision of this Agreement that expressly provides Purchaser with the right of termination as set forth hereinto do so, Purchaser shall have the right to receive a prompt refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation obligations to each other hereunderunder this Agreement. In the event this Agreement is terminatedterminates for any reason, Purchaser shall promptly return to Seller all copies Purchaser has made of the Documents and all and, upon written request from Seller, Purchaser shall promptly deliver to Seller copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, Purchaser in connection with Purchaser’s inspection of the Property (collectively, “"Purchaser’s Information”) promptly following the termination of this Agreement for any reason").

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not disturb the Tenants or unreasonably interfere with the use and occupancy of the Property pursuant to the Leases; interfere with the operation and maintenance of the Real Property or Improvementsby Tenant; damage any part of the Property or any personal the property owned or held by Tenants or any other person or entityof Tenant; injure or otherwise cause bodily harm to Seller or any Tenant, Tenant or to any of their respective agents, guests, invitees, contractors consultants and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s 's rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s 's organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will (i) maintain comprehensive commercial general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, and Workers’ ' Compensation insurance in statutory limitslimits for its employees (if any), and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.15.I, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s 's pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and, in the case of the commercial general liability insurance and the errors and omissions insurance, insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall requestreasonably request as additional insureds, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; . Purchaser further agrees that in inspecting or examining the Property, Purchaser shall (iii) promptly pay when due the costs of all entry inspections, examinations, testing and inspections and examinations sampling done with regard to the Property; (iiiii) cause any inspection inspection, examination, testing or sampling to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iviii) at upon Seller’s 's written request, furnish to Seller copies of any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore the Real Property and Improvements as near as possible to the condition in which the same were found before any such entry upon the Real Property and inspection examination, testing or examination sampling was undertaken. (b) Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expenses' fees) (collectively, "Losses"), to the extent arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Date, Parties with respect to the Property or any violation of the provisions of this Article V. (c) In Section 5.3, but excluding any Losses arising from the event that Purchaser determines, after its inspection discovery of the Documents and Real Property and Improvements, that it wants to proceed with the transaction as set forth in this Agreement, Purchaser shall provide written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, this Agreement shall automatically terminate. If this Agreement terminates under this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunder. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) promptly following the termination of this Agreement for any reasonpre-existing conditions.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not not: materially disturb any of the Tenants Schwab Parties, or materially interfere with the use of the Property pursuant to the LeasesSchwab Lease; materially interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants any of the Schwab Parties, or any other person or entity; injure or otherwise cause bodily harm to Seller Seller, Property Owner or any Tenantof the Schwab Parties, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s inspection rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will shall: (i) maintain (or cause the appropriate Licensee Parties to maintain) comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, Seller and Workers’ Compensation insurance in statutory limits, and, and if Purchaser or any Licensee Party performs any invasive physical inspection testing or invasive sampling at the Real Property in accordance with Section 5.15.1 of this Agreement, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the any other Licensee Parties Party on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental RegulationsRegulations and the Existing Deed Notice (as such term is hereinafter defined); (iv) at Seller’s request, furnish to Seller copies of any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore repair any damage to the Real Property and Improvements to the condition in which the same were found before caused by any such entry upon the Real Property and inspection or examination was undertaken. by Purchaser or its agents. Notwithstanding the foregoing or subsection (b) below to the contrary, Purchaser hereby indemnifiesshall not be required to restore nor to be liable for any damage to the Property resulting from the negligence or willful misconduct of Seller, defends and holds Seller and its AFE, PXURA, PXR, PXLA (or any of their respective members, partners, members, agentsofficers, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expenses), arising out of any inspections, investigations, examinations, sampling agents or tests conducted by Purchaser other authorized representatives) or any of the Licensee Schwab Parties, whether prior to or after the Effective Date, with respect to the Property or any violation of the provisions of this Article V. (c) . In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it wants to proceed with the transaction as set forth in this Agreementaddition, Purchaser shall provide written notice not be liable to Seller that it elects to proceed with the transaction prior restore any damage to the expiration of Real Property or the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, this Agreement shall automatically terminate. If this Agreement terminates under this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect Improvements to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation extent relating to each other hereunder. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of existing conditions at the Property obtained which are revealed by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) promptly following the termination of this Agreement for any reasoninvestigations permitted hereunder.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not not: disturb the Tenants or interfere with the use of the Property pursuant to the Leases; interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s 's rights under this Article V; or and reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s 's organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will will: (i) cause all of Purchaser's consultants which are to perform physical inspections and/or testing on the Real Property or Improvements to maintain comprehensive general liability (occurrence) insurance on terms insurance, and in amounts reasonably satisfactory to Sellerthe event of invasive testing, and Workers’ Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s 's pollution liability insurance on terms and insurance, in amounts which reasonably acceptable to Seller, and prudent consultants in their field customarily maintain insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall reasonably request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the PropertyProperty by or on behalf of Purchaser or the Licensee Parties; (iii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iv) at Seller’s 's written request, furnish to Seller copies of any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore the Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken. (b) Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expenses), ' fees) arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Datedate hereof, with respect to the Property or any violation of the provisions of this Article V. (c) In the event that Purchaser determinesdetermines in its sole and absolute discretion, after its inspection of the Documents and Real Property and Improvements, that it wants to proceed with the transaction as set forth in this Agreementfor any reason, or for no reason, Purchaser does not elect to purchase the Property Purchaser shall provide have the right to terminate this Agreement by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, terminates this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminatedterminated pursuant to this Section 5.3(c), Purchaser shall return to Seller all copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s 's inspection of the Property (collectively, “Purchaser’s Information”"PURCHASER'S INFORMATION") promptly following the time this Agreement is terminated for any reason unless Purchaser reasonably believes that it is prudent to retain one (1) copy of each such document to establish any facts which might be the subject of a post-termination dispute. If Purchaser so elects to retain one (1) such copy, it shall so advise Seller, and Purchaser shall be responsible for maintaining the confidentiality of such copy pursuant to the terms of this Agreement for any reasonand the Confidentiality Agreement.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not not: materially disturb any of the Tenants Schwab Parties, or materially interfere with the use of the Property pursuant to the LeasesSchwab Lease; materially interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants any of the Schwab Parties, or any other person or entity; injure or otherwise cause bodily harm to Seller Seller, Property Owner or any Tenantof the Schwab Parties, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s inspection rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will shall: (i) maintain (or cause the appropriate Licensee Parties to maintain) comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, Seller and Workers’ Compensation insurance in statutory limits, and, and if Purchaser or any Licensee Party performs any invasive physical inspection testing or invasive sampling at the Real Property in accordance with Section 5.15.1 of this Agreement, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the any other Licensee Parties Party on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental RegulationsRegulations and the Existing Deed Notice (as such term is hereinafter defined); (iv) at Seller’s request, furnish to Seller copies of any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore repair any damage to the Real Property and Improvements caused by any inspection or examination by Purchaser or its agents. Notwithstanding the foregoing or subsection (b) below to the condition in which contrary, Purchaser shall not be required to restore nor to be liable for any damage to the same were found before Property resulting from the negligence or willful misconduct of Seller, AFE, PXURA, PXR, PXLA (or any such entry upon of their respective members, partners, officers, directors, employees, agents or other authorized representatives) or any of the Schwab Parties. In addition, Purchaser shall not be liable to restore any damage to the Real Property and inspection or examination was undertakenthe Improvements to the extent relating to existing conditions at the Property which are revealed by Purchaser’s investigations permitted hereunder. (b) Except as stated to the contrary in the last sentence of Section 5.3(a) above, Purchaser hereby indemnifies, defends and holds Seller and its Property Owner and their respective partners, members, agents, directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expensesfees), arising out of any disclosure(s) of confidential information in violation of the provisions of Section 5.2(b) and any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Datedate hereof, with respect pursuant to the Property or any violation of the provisions of this Article V. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it wants to proceed with the transaction as set forth in this Agreement, Purchaser shall provide written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, this Agreement shall automatically terminate. If this Agreement terminates under this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunder. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution V of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) promptly following the termination of this Agreement for any reason.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not not: materially disturb the Tenants Tenant or materially interfere with the use of the Property pursuant to the LeasesLease; interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants Tenant or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s 's rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s 's organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will will: (i) maintain (or cause the appropriate Licensee Parties to maintain) comprehensive general liability (occurrence) insurance on in terms and in amounts reasonably satisfactory to Seller, Seller and Workers’ ' Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (iii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iv) at Seller’s 's request, furnish to Seller copies of any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (v) restore repair any damage to the Real Property and Improvements caused by any inspection or examination by Purchaser or its agents. Notwithstanding the foregoing or subsection (b) below to the condition in which contrary, Purchaser shall not be required to restore nor to be liable for any damage to the same were found before Property resulting from the actions or inactions of Seller or Tenant. In addition, Purchaser shall not be liable to restore any such entry upon damage to the Real Property and inspection or examination was undertakenthe Improvements to the extent same is a result of any acts or omissions of the Seller or the Tenant to the extent of any losses incurred by Seller or otherwise relating to existing conditions at the Property which are revealed by Purchaser's investigations permitted hereunder. (b) Except as stated to the contrary in the last sentence of (a) above, Purchaser hereby indemnifies, defends and holds Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees and expenses)' fees, but specifically excluding any punitive damages) arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the Effective Datedate hereof, with respect to the Property or any violation of the provisions of this Article V.Property. (c) In the event that Purchaser determines, after in its inspection of the Documents sole and Real Property and Improvementsabsolute discretion, that that, for any reason, it wants to proceed is not satisfied with the transaction as set forth in this Agreementresults of its inspections and evaluations during the Evaluation Period, then Purchaser shall provide have the right to terminate this Agreement by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In the event Purchaser does not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, terminates this Agreement shall automatically terminate. If this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s 's inspection of the Property (collectively, “Purchaser’s Information”"PURCHASER'S INFORMATION") promptly following the termination of time this Agreement is terminated for any reason.

Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not disturb the Tenants or interfere with the use of the Property pursuant to the Leases; not: interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants Seller or any other person or entity; injure or otherwise cause bodily harm to Seller or any TenantSeller, or to any of their respective Seller’s agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser’s rights under this Article V; V or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.4(b)5.2(b) and Article XII. Purchaser will will: (i) maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, and Workers’ Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and insuring Seller, Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Purchaser and such other parties as Seller shall request, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements; (ii) promptly pay when due to the third parties who assisted and were contracted for by Purchaser, the costs of all entry and inspections and examinations done with regard to the Property; (iiiii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iviii) at Seller’s request, furnish to Seller copies of all third party reports that address the physical conditions of the Property; provided, however, Purchaser shall not provide Seller third party reports relating to any studiesfinancial analysis of the Property or non-physical analysis of the Property or incorporating any analysis by Purchaser, reports or test results received and provided further that Seller assumes all risk that any information furnished by Purchaser regarding under this paragraph might be misleading, incorrect or incomplete and Seller understands that any use or reliance on said information is at the Property, promptly after such receipt, in connection with such inspectionfull and sole risk of Seller; and (viv) restore the Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken. (b) Purchaser hereby indemnifies, defends shall indemnify and holds hold Seller and its partners, members, agents, directors, officers, employees, successors and assigns harmless from and against any and all liensdamage, claimsloss, causes of actionclaim, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing liability or expense (including but not limited to court costs and reasonable attorneys’ fees and expenses), of attorneys of Seller’s choice) arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee PartiesParties (“Property Examination”), whether prior to or after the Effective Datedate hereof, with respect except to the Property extent such damage, loss, claim, liability or expense (including reasonable attorneys fees of attorneys of Seller’s choice) is the result of Seller’s negligence or willful misconduct, or any violation condition existing on the Property prior to Purchaser’s Property Examination. In no event shall Purchaser have any liability arising out of existing conditions discovered by Purchaser except to the provisions extent that any such conditions are contributed to, aggravated, or exacerbated by the negligence of Purchaser or its employees, agents, contractors or subcontractors. This provision shall survive the termination of this Article V.Agreement. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvementsfor any reason or no reason, that it wants does not desire to proceed with complete the transaction as set forth in contemplated by this Agreement, Agreement Purchaser shall provide have the right to terminate this Agreement by providing written notice to Seller that it elects to proceed with the transaction prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. In The failure of Purchaser to deliver any termination notice to Seller during the event Purchaser does Evaluation Period as provided in the immediately preceding sentence shall be deemed to be an election not provide such written notice or if Purchaser provides written notice of its election to terminate this Agreement, in which event Purchaser shall thereupon be deemed to have waived any right to terminate this Agreement pursuant to the provisions of this Section 5.3(c) and this Agreement shall automatically terminatecontinue in full force and effect in accordance with its terms, and the Xxxxxxx Money Deposit shall, unless otherwise provided for in this Agreement, thereupon become nonrefundable by Purchaser on the last day of the Evaluation Period. If In the event Purchaser terminates this Agreement terminates under in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement and the Section 2.2(b) Transactions shall be null and void and the parties shall have no further obligation to each other hereunderother. In the event this Agreement is terminated, Purchaser shall return to Seller (i) all copies Purchaser has made of the Documents and all (ii) copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”) which Seller specifically requests of Purchaser promptly following the termination of time this Agreement is terminated for any reason.