Common use of Inspection Obligations Clause in Contracts

Inspection Obligations. 4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real Property and conducting any investigations, inspections, tests and studies of the Property or the Property Records prior to or following the execution and delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors and representatives shall be obligated to: (a) comply with all terms of the Operating Agreement and the Tenant Leases regarding entry rights and obligations of third parties and not disturb the Anchor Stores, the Tenants or other occupants or interfere with the Anchor Stores', the Tenants' or other occupants' right of quiet enjoyment or use of the Property pursuant to the Operating Agreement, any Tenant Leases or other occupancy rights; (b) not unreasonably interfere with the operation, use and maintenance of the Property or the remainder of the Shopping Center or any of the construction work being performed at the Property or the remainder of the Shopping Center; (c) not damage any part of the Property or the remainder of the Shopping Center or any personal property owned or held by any Anchor Store, any Tenant or other occupant of the Shopping Center or any third party; (d) not injure or otherwise cause bodily harm to Property Owner, any Anchor Store, any Tenant or any other occupant of the Shopping Center or any of their respective agents, contractors and employees, or any other third party; (e) maintain commercial general liability (occurrence) insurance in terms and amounts set forth in Section 4.4.3 covering any accident arising as a result of the presence of CBL/OP and CBL/OP's agents, consultants, contractors and representatives on the Real Property and deliver a certificate of insurance verifying such coverage to Property Owner prior to any entry upon the Real Property (such insurance policy maintained by or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering the indemnities herein and shall (i) name the Property Owner and Property Owner's Property Manager as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by CBL/OP hereunder shall be primary and non-contributing with any other insurance available to Property Owner"); (f) promptly pay when due the costs of all tests, investigations, studies and examinations done with regard to the Property; (g) not permit any liens to attach to the Property or the remainder of the Shopping Center by reason of the exercise of CBL/OP's rights hereunder and promptly remove or cause to be removed (by bonding or otherwise) any such liens which attach to the Property or the remainder of the Shopping Center; (h) fully restore the Real Property and the Personal Property to the condition in which the same was found before any such inspections, tests or studies were undertaken; provided that CBL/OP shall have no obligation to remediate any hazardous materials on the Property except to the extent CBL/OP introduced the same onto the Property or exacerbated any pre-existing hazardous materials condition at the Property; (i) comply with the confidentiality standards set forth in Section 4.2 above; and (j) comply with the terms and provisions of Section 4.1 above. 4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold Property Owner and Property Owner's respective agents, advisors, employees and contractors harmless from and against any and all liens, claims, losses, liabilities, damages, costs, causes of action and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of (a) CBL/OP's negligence or willful misconduct or the negligence or willful misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's investigations, inspections, tests and studies of the Property and/or the Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or representatives of the provisions of this Article IV, excluding, however, any Claims arising from the sole negligence or intentional misconduct of a person to be indemnified hereunder. Notwithstanding any provision to the contrary contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3 and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall survive the Closing or earlier termination of this Agreement.

Inspection Obligations. 4.4.1 CBL/OP(a) Purchaser's Responsibilities. CBL/OP agrees that when entering the Real Property and In conducting any inspections, investigations, inspectionsexaminations, or tests and studies of the Property or the Property Records prior to or following the execution Property, Purchaser and delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors its agents and representatives shall be obligated toshall: (ai) comply with all terms of the Operating Agreement and the Tenant Leases regarding entry rights and obligations of third parties and not disturb the Anchor Stores, the Tenants or other occupants or interfere with the Anchor Stores', the Tenants' or other occupants' right of quiet enjoyment or use of the Property pursuant to the Operating Agreement, any Tenant Leases or other occupancy rights; (b) not unreasonably interfere with the operation, use operation and maintenance of the Property or the remainder of the Shopping Center or any of the construction work being performed at the Property or the remainder of the Shopping CenterProperty; (cii) not damage any part of the Property or the remainder of the Shopping Center or any personal property owned or held by any Anchor Store, any Tenant or other occupant of the Shopping Center or any third partyproperty; (diii) not injure or otherwise cause bodily harm to Property OwnerSeller or its agents, any Anchor Storeguests, any Tenant or any other occupant of the Shopping Center or any of their respective agentsinvitees, contractors and employees, or any other third party; (eiv) maintain commercial general liability (occurrenceoccurrence basis) insurance in terms and amounts set forth in Section 4.4.3 reasonably satisfactory to Seller covering any accident arising as a result of in connection with the presence of CBL/OP and CBL/OP's Purchaser, its agents, consultants, contractors and its representatives on the Real Property and deliver a certificate of insurance verifying such coverage to Property Owner prior to any entry upon the Real Property (such insurance policy maintained by or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering the indemnities herein and shall (i) name the Property Owner and Property Owner's Property Manager as additional insuredsProperty, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by CBL/OP hereunder shall be primary and non-contributing with any other insurance available to Property Owner"); (fv) promptly pay when due the costs of all tests, investigations, studies and examinations done with regard to the Property; (gvi) not permit any liens to attach to the Real Property or the remainder of the Shopping Center by reason of the exercise of CBL/OP's its rights hereunder and promptly remove or cause to be removed (by bonding or otherwise) any such liens which attach to the Property or the remainder of the Shopping Centerhereunder; (hvii) fully restore the Real Property Land and the Personal Property Improvements to the condition in which the same was were found before any such inspections, inspection or tests or studies were undertaken; provided that CBL/OP shall have no obligation to remediate (viii) not reveal or disclose any hazardous materials on information obtained during the Inspection Period concerning the Property and the Documents to anyone outside Purchaser's organization, except to the extent CBL/OP introduced the same onto the Property or exacerbated any pre-existing hazardous materials condition at the Property; (i) comply in accordance with the confidentiality standards set forth in Section 4.2 above; and (j5.2(b) comply with the terms and provisions of Section 4.1 above. 4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold Property Owner and Property Owner's respective agents, advisors, employees and contractors harmless from and against any and all liens, claims, losses, liabilities, damages, costs, causes of action and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of (a) CBL/OP's negligence or willful misconduct or the negligence or willful misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's investigations, inspections, tests and studies of the Property and/or the Property Recordshereof, and (ix) deliver to Seller a copy of all Purchaser's Information. (b) any violation by CBL/OP or CBL/OP's agents or representatives of the provisions of this Article IVPURCHASER'S AGREEMENT TO INDEMNIFY. PURCHASER SHALL INDEMNIFY, excludingDEFEND, howeverAND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIENS, any Claims arising from the sole negligence or intentional misconduct of a person to be indemnified hereunderCLAIMS, CAUSES OF ACTION, DAMAGES, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING OUT OF PURCHASER'S INSPECTIONS OR TESTS OR ANY VIOLATION OF THE PROVISIONS OF THIS SECTION 5.3. Notwithstanding any provision to the contrary contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3 and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall survive the Closing or earlier termination of this AgreementTHIS INDEMNITY SHALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT.

Inspection Obligations. 4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real Property and conducting any investigations, inspections, tests and studies of the Property or the Property Records prior to or following the execution and delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors and representatives shall be obligated to: (a) comply with all terms of the Operating Agreement and the Tenant Leases regarding entry rights and obligations of third parties and not disturb the Anchor Stores, the Tenants or other occupants or interfere with the Anchor Stores', the Tenants' or other occupants' right of quiet enjoyment or use of the Property pursuant to the Operating Agreement, any Tenant Leases or other occupancy rights; (b) not unreasonably interfere with the operation, use and maintenance of the Property or the remainder of the Shopping Center or any of the construction work being performed at the Property or the remainder of the Shopping Center; (c) not damage any part of the Property or the remainder of the Shopping Center or any personal property owned or held by any Anchor Store, any Tenant or other occupant of the Shopping Center or any third party; (d) not injure or otherwise cause bodily harm to Property Owner, any Anchor Store, any Tenant or any other occupant of the Shopping Center or any of their respective agents, contractors and employees, or any other third party; (e) maintain commercial general liability (occurrence) insurance in terms and amounts set forth in Section 4.4.3 covering any accident arising as a result of the presence of CBL/OP and CBL/OP's agents, consultants, contractors and representatives on the Real Property and deliver a certificate of insurance verifying such coverage to Property Owner prior to any entry upon the Real Property (such insurance policy maintained by or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering the indemnities herein and shall (i) name the Property Owner and Property Owner's Property Manager as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by CBL/OP hereunder shall be primary and non-contributing with any other insurance available to Property Owner"); (f) promptly pay when due the costs of all tests, investigations, studies and examinations done with regard to the Property; (g) not permit any liens to attach to the Property or the remainder of the Shopping Center by reason of the exercise of CBL/OP's rights hereunder and promptly remove or cause to be removed (by bonding or otherwise) any such liens which attach to the Property or the remainder of the Shopping Center; (h) fully restore the Real Property and the Personal Property to the condition in which the same was found before any such inspections, tests or studies were undertaken; provided that CBL/OP shall have no obligation to remediate any hazardous materials on the Property except to the extent CBL/OP introduced the same onto the Property or exacerbated any pre-existing hazardous materials condition at the Property; (i) comply with the confidentiality standards set forth in Section 4.2 above; and (j) comply with the terms and provisions of Section 4.1 above. 4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold Property Owner and Property Owner's respective agents, advisors, employees and contractors harmless from and against any and all liens, claims, losses, liabilities, damages, costs, causes of action and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of (a) CBL/OP's negligence or willful misconduct or the negligence or willful misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's investigations, inspections, tests and studies of the Property and/or the Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or representatives of the provisions of this Article IV, excluding, however, any Claims arising from the sole negligence or intentional misconduct of a person to be indemnified hereunder. Notwithstanding any provision to the contrary contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3 and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall survive the Closing or earlier termination of this Agreement.

Inspection Obligations. 4.4.1 CBL/OP's Responsibilities. CBL/OP agrees that when entering the Real Property and conducting any investigations, inspections, tests and studies of the Property or the Property Records prior to or following the execution and delivery of this Agreement, CBL/OP and CBL/OP's agents, consultants, contractors and representatives shall be obligated to: (a) comply with all terms of the Operating Agreement and the Tenant Leases regarding entry rights and obligations of third parties and not disturb the Anchor Stores, the Tenants or other occupants or interfere with the Anchor Stores', the Tenants' or other occupants' right of quiet enjoyment or use of the Property pursuant to the Operating Agreement, any Tenant Leases or other occupancy rightsIntentionally Omitted; (b) not unreasonably interfere with the operation, use and maintenance of the Property or the remainder of the Shopping Center or any of the construction work being performed at the Property or the remainder of the Shopping CenterProperty; (c) not damage any part of the Property or the remainder of the Shopping Center or any personal property owned or held by any Anchor Store, any Tenant or other occupant of the Shopping Center or any third partyproperty; (d) not injure or otherwise cause bodily harm to Property Owner, any Anchor Store, any Tenant or any other occupant of the Shopping Center Owner or any of their respective Property Owner's agents, contractors and employees, or any other third party; (e) maintain commercial general liability (occurrence) insurance in terms and amounts set forth in Section 4.4.3 covering any accident arising as a result of the presence of CBL/OP and CBL/OP's agents, consultants, contractors and representatives on the Real Property and deliver a certificate of insurance verifying such coverage to Property Owner prior to any entry upon the Real Property (such insurance policy maintained by or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering the indemnities herein and shall (i) name the Property Owner and Property Owner's Property Manager as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by CBL/OP hereunder shall be primary and non-contributing with any other insurance available to Property Owner"); (f) promptly pay when due the costs of all tests, investigations, studies and examinations done with regard to the Property; (g) not permit any liens to attach to the Property or the remainder of the Shopping Center by reason of the exercise of CBL/OP's rights hereunder and promptly remove or cause to be removed (by bonding or otherwise) any such liens which attach to the Property or the remainder of the Shopping CenterProperty; (h) fully restore the Real Property and the Personal Property to the condition in which the same was found before any such inspections, tests or studies were undertaken; provided that CBL/OP shall have no obligation to remediate any hazardous materials on the Property except to the extent CBL/OP introduced the same onto the Property or exacerbated any pre-existing hazardous materials condition at the Property; (i) comply with the confidentiality standards set forth in Section 4.2 above; and (j) comply with the terms and provisions of Section 4.1 above. 4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold Property Owner and Property Owner's respective agents, advisors, employees and contractors harmless from and against any and all liens, claims, losses, liabilities, damages, costs, causes of action and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of (a) CBL/OP's negligence or willful misconduct or the negligence or willful misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's investigations, inspections, tests and studies of the Property and/or the Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or representatives of the provisions of this Article IV, excluding, however, any Claims arising from the sole negligence or intentional misconduct of a person to be indemnified hereunder. Notwithstanding any provision to the contrary contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3 and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall survive the Closing or earlier termination of this Agreement.

Inspection Obligations. 4.4.1 CBL/OP's Responsibilities. CBL/OP Purchaser agrees that when entering the Real Property and conducting any investigations, inspections, tests and studies of the Property or the Property Records prior to or following the execution Property, Purchaser and delivery of this Agreement, CBL/OP and CBL/OP's Purchaser’s agents, consultants, contractors and representatives shall be obligated to: (a) comply in all material respects with all terms of all applicable laws and regulations regarding entry to the Property; (b) comply with all terms of the Operating Cabrillo CC&Rs and any service, maintenance, repair, improvement, management, easement, access, environmental and other agreements regarding entry on to the Property, including the Xxxxxx Agreement, the Raytheon Access Agreement and the Tenant Leases regarding entry rights and obligations of third parties and not disturb the Anchor Stores, the Tenants or other occupants or interfere with the Anchor Stores', the Tenants' or other occupants' right of quiet enjoyment or use of the Property pursuant to the Operating Renco Access Agreement, any Tenant Leases or other occupancy rights; (bc) not unreasonably interfere with the operation, use and maintenance of the Property or the remainder of the Shopping Center or any of the construction work being performed at the Property or the remainder on any other portions of the Shopping CenterProject or any adjacent property; (cd) not damage any part of the Property or the remainder of the Shopping Center or any personal property owned or held by any Anchor Store, any Tenant or other occupant of the Shopping Center or any third partyadjacent property; (de) not injure or otherwise cause bodily harm to Property Owner, any Anchor Store, any Tenant or any other occupant of the Shopping Center or any of their respective agents, contractors and employees, or any other third party; (e) maintain commercial general liability (occurrence) insurance in terms and amounts set forth in Section 4.4.3 covering any accident arising as a result of the presence of CBL/OP and CBL/OP's agents, consultants, contractors and representatives on the Real Property and deliver a certificate of insurance verifying such coverage to Property Owner prior to any entry upon the Real Property (such insurance policy maintained by or on behalf of CBL/OP shall insure the contractual liability of CBL/OP covering the indemnities herein and shall (i) name the Property Owner and Property Owner's Property Manager as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that "the insurance provided by CBL/OP hereunder shall be primary and non-contributing with any other insurance available to Property Owner")Seller; (f) promptly pay when due the costs of all inspections, tests, investigations, studies and examinations done with regard to the Property; (g) not permit any labor or materials liens to attach to the Property or the remainder any other portions of the Shopping Center Project or any adjacent property by reason of the exercise of CBL/OP's rights hereunder inspections, tests, investigations, studies and examinations performed by Purchaser and Purchaser’s agents, consultants, contractors and representatives and promptly remove or cause to be removed (by bonding or otherwise) any such liens which attach to the Property or the remainder of the Shopping Centerany adjacent property; (h) fully restore maintain commercial general liability (occurrence) insurance with a combined single liability limit per occurrence in the amount of Two Million Dollars ($2,000,000) covering any accident arising in connection with the presence of Purchaser and Purchaser’s agents, consultants, contractors and representatives on the Real Property and deliver a certificate of insurance verifying such coverage to Seller prior to any entry upon the Personal Real Property (such insurance policy maintained by or on behalf of Purchaser shall insure the contractual liability of Purchaser covering the indemnities herein and shall (1) name the Seller (and Seller’s successors, assigns and affiliates) as additional insureds, and (2) contain a cross-liability provision); (i) fully restore the Property to substantially the same condition in which the same Property was found before any such inspections, tests or studies were undertaken; provided that CBL/OP shall have no obligation to remediate any hazardous materials on the Property except to the extent CBL/OP introduced the same onto the Property or exacerbated any pre-existing hazardous materials condition at the Property; (ij) comply with the confidentiality standards set forth in Section 4.2 above3.9.3; and (jk) comply with the terms and provisions of Section 4.1 3.2.1 above. 4.4.2 CBL/OP's Indemnity. CBL/OP shall indemnify, defend, protect and hold Property Owner and Property Owner's respective agents, advisors, employees and contractors harmless from and against any and all liens, claims, losses, liabilities, damages, costs, causes of action and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of (a) CBL/OP's negligence or willful misconduct or the negligence or willful misconduct of CBL/OP's agents, advisors, employees and contractors in CBL/OP's investigations, inspections, tests and studies of the Property and/or the Property Records, and (b) any violation by CBL/OP or CBL/OP's agents or representatives of the provisions of this Article IV, excluding, however, any Claims arising from the sole negligence or intentional misconduct of a person to be indemnified hereunder. Notwithstanding any provision to the contrary contained in this Agreement, CBL/OP's obligations set forth in Sections 4.2.3 and 4.2.4 above and CBL/OP's indemnity set forth in this Section 4.4.2 shall survive the Closing or earlier termination of this Agreement.