Common use of Entry Clause in Contracts

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Seller shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance written consent, which consent may be withheld in Seller’s reasonable discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names Seller as an additional insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' liens arising out of or in connection with Buyer's Due Diligence Review, Buyer's breach of its obligations under this Section 15(e) or Buyer's or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants Tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to SellerSellers. Seller Sellers shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants Tenants or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's Sellers’ advance written consent, which consent may be withheld in Seller’s Sellers’ reasonable discretion. Buyer will: (a) maintain comprehensive commercial general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names the applicable Seller as an additional insured thereunder verifying such coverage to Seller Sellers promptly upon Seller’s Sellers’ request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its PermitteesPermittee’s, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller Sellers from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' ’ liens arising out of or in connection with Buyer's ’s Due Diligence Review, Buyer's ’s breach of its obligations under this Section 15(e17(e) or Buyer's ’s or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of SellerSellers, Seller's Sellers’ managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e17(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Seller shall make reasonable efforts to have an agent available to accompany Buyer or any Permittees, and in all events Seller shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants Tenants or the normal operation of the Property. Buyer will not enter the Property or contact any governmental or quasi-governmental entities, without Seller's prior written consent, which consent shall not be unreasonably withheld or delayed. Neither Buyer nor any Permittees may contact any Tenants at the Real Property or make any inquiries of such Tenants which in any way relate to the Property or to Seller without Seller's prior written consent. In the event Buyer desires to conduct any physically intrusive inspectionsDue Diligence, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance express written consent. Upon receipt of Seller's written consent, Buyer and all Permittees shall, in performing such Due Diligence, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to the Property and will not engage in any activities which consent may be withheld in Seller’s reasonable discretionwould violate any permit, license, or environmental law or regulation. Buyer and any Permittees will: (a) maintain comprehensive general liability (occurrence) insurance in terms and amounts (at least $2,000,000)1,000,000) satisfactory to Seller covering any accident arising in connection with the presence of Buyer or the other Permittees on the Property or Improvements, and deliver a certificate of insurance, which names the Seller and the Property Manager as an additional insured insureds thereunder verifying such coverage to Seller promptly prior to entry upon Seller’s requestthe Real Property or Improvements; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify indemnify, and hold harmless Seller Seller, the Property and Seller's managers, officers, partners, shareholders, trustees, beneficiaries, and members, as applicable, from and against all losses, costs, damages, claims claims, and liabilities (whether arising out of injury or death to persons, persons or damage to the Property or mechanicsotherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic's and materialmen's liens and attorneys' liens fees, arising out of or in connection with Buyer's Due Diligence ReviewDiligence, Buyer's breach of its obligations under this Section 15(e) 15 E. or Buyer's or any Permittees Permittee's entry upon the Property Property, unless arising from any pre-existing conditions on of the Property or same are caused solely by the gross negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders shareholders, trustees, or members, as applicable. The provisions of this Section 15(e) 15 E. shall survive the earlier of Closing or, if the purchase and sale is not consummated, any termination of this Agreement or Closing for a period of 6 monthsand shall not be subject to any survival limitation otherwise set forth in this Agreement.

Entry. As During the period commencing on the Effective Date and continuing until the earlier to occur of Closing or termination of this Agreement, Sellers shall permit Buyer and Buyer’s representatives to enter the Property at any time for the purpose of conducting inspections and investigations reasonably required by Buyer (collectively, the “Inspections”). Buyer shall promptly repair any damage to the Property attributable to the conduct of the Effective DateInspections, during normal business hours and upon such repair shall promptly return the Property to substantially the same condition as existed prior to the Closingconduct thereof. No on site Inspections shall be conducted without twenty-four (24) hours advance notice (delivered via e-mail, and subject anything herein contained to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”contrary notwithstanding) shall have reasonable access to the Property at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to SellerSellers. Seller Sellers shall have the right to have a representative present during at all on site Inspections. Any such Inspection shall be subject to any visits limitation under the Leases and shall be performed in a manner which does not interfere with the use, operation, or enjoyment of the Property, including, but not limited to, the rights of any tenant on the Property. Buyer hereby agrees to indemnify, defend and hold harmless Sellers from and against any losses, liabilities, damages, costs or expenses incurred by Sellers as a result of Buyer’s exercise of the right of inspection granted under this Section. Buyer acknowledges and agrees that any such Inspections conducted by Buyer or Buyer’s agents and representatives shall be solely at the risk of Buyer. Buyer shall carry commercial general liability insurance covering all activities conducted by Buyer, its agents, contractors and engineers on the Property. Such insurance shall have limits of not less than One Million and 00/100 Dollars ($1,000,000.00) for personal injury to or inspections death of any one person, Two Million and 00/100 Dollars ($2,000,000.00) for personal injury to or death of any number of persons in any one accident and One Million and 00/100 Dollars ($1,000,000.00) for property damage, and shall name Sellers as additional insureds. Prior to any entry onto the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in agents or representatives, and as a manner which is not disruptive condition to tenants or the normal operation of Buyer’s right to enter onto the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance written consent, which consent may be withheld in Seller’s reasonable discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names Seller as an additional insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller from and against all losses, costs, damages, claims and liabilities arising out provide proof of injury or death such insurance to persons, damage to Sellers. All of the Property or mechanics' liens arising out obligations of or in connection with Buyer's Due Diligence Review, Buyer's breach of its obligations Buyer under this Section 15(e) or Buyer's or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e) shall survive the earlier of Closing or the termination of this Agreement or Closing for a period of 6 monthsAgreement.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property Property, at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Seller shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review only during the Due Diligence Period and in a manner which is not disruptive to tenants or the normal operation of the Property. Notwithstanding the foregoing, Buyer shall continue to have access to the portions of the Property outside of the Building following the end of the Due Diligence Period to conduct surveying and/or non-intrusive investigation needed for Buyer to plan for and design the project on the BTS Parcel and/or to conduct other activities reasonably required of Buyer to perform under this Agreement. In the event Buyer desires to conduct any physically intrusive inspectionsinspections at any time, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures the scope of the inspections Buyer desires to perform and request Seller's ’s advance written consent, which consent Seller may be withheld withhold in Seller’s reasonable sole and absolute discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names Seller as an additional insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' ’ liens arising out of or in connection with Buyer's ’s Due Diligence Review, Buyer's ’s breach of its obligations under this Section 15(e14(e) or Buyer's ’s or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of Seller, Seller's ’s managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e14(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants the Tenant under the LeasesNike Lease, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property and may interview the Tenant (provided a representative of Seller is present at such interview) at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior written notice to Seller. Seller shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants the Tenant or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance written consent, which consent may be withheld in Seller’s reasonable sole and absolute discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,0002,000,000 per occurrence), covering the operations of Buyer and Permittees upon the Property, and deliver a certificate of insurance, which names Seller as an additional insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken; and (d) maintain worker’s compensation insurance in compliance with applicable Tennessee law covering Buyer’s employees and the employees of the Permittees. In addition, Buyer shall defend, indemnify and hold harmless Seller Seller, Seller’s agents, members, managers, representatives and employees, and the Property from and against all losses, costs, damages, liens, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' liens arising out of or in connection with Buyer's Due Diligence Review, Buyer's breach of its obligations under this Section 15(e) or Buyer's or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders managers or members, as applicable. The provisions of this Section 15(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 nine (9) months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property and the right to interview tenants, at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Seller shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance written consent, which consent may be withheld in Seller’s reasonable discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names Seller as an additional insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' liens arising out of or in connection with Buyer's Due Diligence Review, Buyer's breach of its obligations under this Section 15(e) or Buyer's or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property and the right to interview tenants at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Seller shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance written consent, which consent may be withheld in Seller’s reasonable discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names Seller as an additional insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' liens arising out of or in connection with Buyer's Due Diligence Review, Buyer's breach of its obligations under this Section 15(e) or Buyer's or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property and the right to interview tenants, at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Buyer shall obtain Seller’s consent before Buyer or its Permittees enter the Real Property prior to Closing. Buyer may obtain such consent by contacting either Xxxxx Xxxxxx or Xxxxxx Xxxx at (000) 000-0000. Seller shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees, as well as during tenant meetings. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants or the normal operation of the Property, and Buyer shall not enter any space leased to a tenant without prior approval of Seller. At all times during the presence of Buyer or Buyer’s Permittees on the Real Property, Buyer agrees that Buyer will not allow, and Buyer’s Permittees will not conduct, any physically invasive testing of, on, or under the Real Property without first obtaining Seller’s written consent, which consent Seller may withhold in its sole and absolute discretion. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance written consent, which consent may be withheld in Seller’s reasonable sole and absolute discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insuranceinsurance (in the form of an Accord 27 or equivalent), which names Seller as an additional insured thereunder verifying such coverage to Seller promptly before entering upon Seller’s requestthe Real Property; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. Buyer shall not cause or permit the imposition of any lien on the Property in connection with its inspections, and if any lien shall be filed against the Property, Buyer promptly and at its own expense shall cause any such lien to be removed. In addition, Buyer shall defend, indemnify and hold harmless Seller from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' liens arising out of or in connection with Buyer's Due Diligence Review, Buyer's breach of its obligations under this Section 15(e) or Buyer's or any Permittees Permittee's entry upon the Property unless arising from any pre-existing conditions on the Property not affected or exacerbated by Buyer's or its Permittee's entry upon the Property, or the negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Seller shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance written consent, which consent may be withheld in Seller’s reasonable sole and absolute discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names Seller as an additional insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' liens arising out of or in connection with Buyer's Due Diligence Review, Buyer's breach of its obligations under this Section 15(e) or Buyer's or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property and the right to interview tenants, at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Seller shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's ’s advance written consent, which consent may be withheld in Seller’s reasonable discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names Seller as an additional insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' ’ liens arising out of or in connection with Buyer's ’s Due Diligence Review, Buyer's ’s breach of its obligations under this Section 15(e14(e) or Buyer's ’s or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of Seller, Seller's ’s managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e14(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.

Entry. As During the Due Diligence Period, Seller shall provide Buyer with reasonable access to the Property in accordance with the terms and conditions of this Section 4(c) in order for Buyer to investigate the Effective DateProperty and the physical conditions thereof, including without limitation such environmental, engineering and economic feasibility inspections and testing as Buyer may elect. Such access, investigation, inspections and tests shall be on the following terms and conditions: (i) Buyer shall pay for all inspections and tests ordered by Xxxxx. (ii) In connection with any entry by Buyer or its agents, employees or contractors onto the Property, Buyer shall give Seller reasonable advance notice of such entry and shall conduct such entry and any inspections in connection therewith during normal regular business hours and so as to minimize interference with any business operations on the Property. Any invasive testing shall be subject to Seller’s prior written approval, including with respect to the Closingspecific scope of work, which shall not be unreasonably withheld, conditioned or delayed. (iii) Buyer shall maintain public liability and subject property damage insurance in amounts and in form and substance adequate to the rights insure against all liability of tenants under the Leases, Buyer and its agents, employees and or contractors (collectively, “Permittees”) shall have reasonable access to the Property at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to Seller. Seller shall have the right to have a representative present during arising out of any visits to entry or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive pursuant to tenants or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's advance written consent, which consent may be withheld in Seller’s reasonable discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000)provisions hereof, and deliver a certificate of insurance, which names Seller as an additional insured thereunder verifying such coverage to Seller promptly upon Seller’s request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, provide Seller with evidence of such insurance coverage upon request by Seller. (iv) Buyer shall indemnify and hold Seller harmless Seller from and against all losses, any costs, damages, liabilities, losses, expenses, liens or claims and liabilities arising out of injury or death to persons(including, damage to without limitation, reasonable attorneys’ fees) resulting from any entry on the Property by Buyer, its agents, employees or mechanics' liens arising out contractors in the course of performing the inspections, tests or inquiries provided for in connection with Buyer's Due Diligence Reviewthis Agreement, Buyer's breach of its obligations under this Section 15(e) or Buyer's or any Permittees entry upon the Property unless arising resulting from any pre-existing conditions on the Property created by Xxxxx’s entry, investigation, inspection or testing (but not including any claims resulting from the discovery or disclosure of pre-existing physical or environmental conditions or the negligence non-negligent aggravation of pre-existing physical or willful misconduct of Sellerenvironmental conditions on, Seller's managersin, officers, partners, shareholders under or members, as applicableabout the Property). The provisions of this Section 15(e) foregoing indemnity shall survive beyond the earlier of Closing, or, if the sale is not consummated, beyond the termination of this Agreement or Closing for a period of 6 six (6) months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “"Permittees”") shall have reasonable access to the Property at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to SellerSellers. Seller Sellers shall have the right to have a representative present during any visits to or inspections of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's Sellers' advance written consent, which consent may be withheld in Seller’s Sellers' reasonable discretion. Buyer will: (a) maintain comprehensive commercial general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names the applicable Seller as an additional insured thereunder verifying such coverage to Seller Sellers promptly upon Seller’s Sellers' request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its PermitteesPermittee's, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller Sellers from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' liens arising out of or in connection with Buyer's Due Diligence Review, Buyer's breach of its obligations under this Section 15(e14(e) or Buyer's or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of SellerSellers, Seller's Sellers' managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e14(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.

Entry. As of the Effective Date, during normal business hours prior to the Closing, and subject to the rights of tenants under the Leases, Buyer and its agents, employees and contractors (collectively, “Permittees”) shall have reasonable access to the Property and the right to interview tenants at agreed upon times for agreed upon purposes on at least forty-eight (48) hours prior notice to SellerSellers. Seller Sellers shall have the right to have a representative present during any visits to or inspections inspections, including environmental assessments, of the Property by Buyer or any Permittees. Buyer will conduct its Due Diligence Review in a manner which is not disruptive to tenants or the normal operation of the Property. In the event Buyer desires to conduct any physically intrusive inspections, such as a physically intrusive Phase II Environmental Site Assessment, sampling of soils, other media, building materials, or the like, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller's Sellers’ advance written consent, which consent may be withheld in Seller’s Sellers’ reasonable discretion. Buyer will: (a) maintain comprehensive general liability (occurrence) insurance (at least $2,000,000), and deliver a certificate of insurance, which names the applicable Seller as an additional insured thereunder verifying such coverage to Seller Sellers promptly upon Seller’s Sellers’ request; (b) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; and (c) to the extent damaged by Buyer or its Permittees, restore the Property and Improvements to substantially the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. In addition, Buyer shall defend, indemnify and hold harmless Seller Sellers from and against all losses, costs, damages, claims and liabilities arising out of injury or death to persons, damage to the Property or mechanics' liens arising out of or in connection with Buyer's Due Diligence Review, Buyer's breach of its obligations under this Section 15(e14(e) or Buyer's or any Permittees entry upon the Property unless arising from any pre-existing conditions on the Property or the negligence or willful misconduct of SellerSellers, Seller's Sellers’ managers, officers, partners, shareholders or members, as applicable. The provisions of this Section 15(e14(e) shall survive the earlier of the termination of this Agreement or Closing for a period of 6 months.