Common use of Inspections and Studies Clause in Contracts

Inspections and Studies. Buyer hereby approves the results of ----------------------- any and all inspections, economic feasibility analyses, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, Hazardous Materials, engineering tests, surveys, and soils, and seismic and geological reports) with respect to the Property (including all structural and mechanical systems, and leased areas), as Buyer has received from Seller and/or Buyer may elect to make or obtain on its own. All such inspections, tests and studies shall be at Seller's sole cost and expense. Buyer and its consultants shall have the right to enter upon the Property, following the opening of Escrow and until the Contingency Date, to conduct such inspections, tests and studies; provided, that such entry onto the Property shall not interfere with the tenant's/lessee's quiet enjoyment of the Property under the Lease, and shall be conducted only following prior reasonable notice to Seller's local property manager to permit such property manager to accompany any such entry. Buyer hereby assumes all risk and expense relating to such entry, and hereby agrees to indemnify, defend (with counsel reasonably acceptable to Seller), protect and hold Seller, as well as Seller's principals, members, officers, directors, partners (either general or limited), employees, agents and representatives (collectively, "Seller's Agents"), and the Property harmless from and against any and all claims, liabilities, damages, costs or expenses to the Property, Seller and/or Seller's Agents resulting from said inspections, including, without limitation, reasonable attorneys' fees and costs, and court costs. The indemnification obligations of Buyer set forth in this Paragraph 5(c) shall survive the Closing or any expiration or earlier termination of this Agreement.

Inspections and Studies. Buyer hereby approves the results of any ----------------------- any and all inspections, economic feasibility analyses, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, Hazardous Materials, engineering tests, surveys, and soils, and seismic and geological reports) with respect to the Property (including all structural and mechanical systems, and leased areas), as Buyer has received from Seller and/or Buyer may elect to make or obtain on its own. All such inspections, tests and studies shall be at Seller's sole cost and expense. Buyer and its consultants shall have the right to enter upon the Property, following the opening of Escrow and until the Contingency Date, to conduct such inspections, tests and studies; provided, that such entry onto the Property shall not interfere with the tenant's/lessee's quiet enjoyment of the Property under the Lease, and shall be conducted only following prior reasonable notice to Seller's local property manager to permit such property manager to accompany any such entry. Buyer hereby assumes all risk and expense relating to such entry, and hereby agrees to indemnify, defend (with counsel reasonably acceptable to Seller), protect and hold Seller, as well as Seller's principals, members, officers, directors, partners (either general or limited), employees, agents and representatives (collectively, "Seller's Agents"), and the Property harmless from and against any and all claims, liabilities, damages, costs or expenses to the Property, Seller and/or Seller's Agents resulting from said inspections, including, without limitation, reasonable attorneys' fees and costs, and court costs. The indemnification obligations of Buyer set forth in this Paragraph 5(c) shall survive the Closing or any expiration or earlier termination of this Agreement.

Inspections and Studies. Buyer hereby approves the results of ----------------------- has completed any and all inspections, economic feasibility analyses, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental government regulations, architectural inspections, Hazardous Materials, engineering tests, surveys, economic feasibility studies and soils, seismic, environmental contamination and seismic and geological geologic reports) with respect to the Property Project (including all structural and mechanical systems, systems and leased areas), ) as Buyer has received from Seller and/or Buyer may elect to make or obtain on its ownand has approved the results of the same. All The cost of any such inspections, tests and studies shall be at Seller's sole cost borne by Buyer. Notwithstanding the foregoing, from and expense. after the Opening of Escrow, Buyer and its consultants Buyer’s representatives, agents and designees shall have the right right, subject to the rights of the ground lessor under the Ground Sublease and the tenant under the Saatchi Lease, to enter upon the Property, following at Buyer’s sole cost and expense, for any purpose in connection with its proposed purchase, development or operation of the opening Property. Buyer shall be entitled to communicate directly with the Authorities in connection with Buyer’s proposed purchase, development or operation of Escrow the Property. The exercise by Buyer of any of the preceding or any other act of Buyer shall not negate any representation, warranty or covenant of Seller or modify any of Buyer’s rights or Seller’s obligations in the event of any breach by Seller of any of its representations, warranties or covenants under this Agreement. Buyer hereby indemnifies Seller from any and until all personal injury or damage to tangible personal property and mechanics’ liens to the Contingency Dateextent caused by such entry by Buyer or its agents, to conduct such inspections, tests and studiesdesignees or representatives; provided, that such entry onto however, the Property foregoing indemnity shall not interfere apply with the tenant's/lessee's quiet enjoyment respect to any claims arising out of the Property under the Lease, and shall be conducted only following prior reasonable notice to Seller's local property manager to permit such property manager to accompany any such entry. Buyer hereby assumes all risk and expense relating to such entry, and hereby agrees to indemnify, defend (with counsel reasonably acceptable to Seller), protect and hold preexisting conditions or any acts or omissions of Seller, as well as Seller's principals, members, its officers, directors, partners (either general or limited), employeesshareholders, agents and representatives (collectively, "Seller's Agents"), and the Property harmless from and against any and all claims, liabilities, damages, costs or expenses to the Property, Seller and/or Seller's Agents resulting from said inspections, including, without limitation, reasonable attorneys' fees and costs, and court costs. The indemnification obligations of Buyer set forth in this Paragraph 5(c) shall survive the Closing or any expiration or earlier termination of this Agreementemployees.

Inspections and Studies. Buyer hereby approves shall have until the results of ----------------------- any and all Due Diligence Contingency Date to conduct inspections, economic feasibility analyses, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, Hazardous MaterialsMaterials (as defined below), engineering tests, surveys, and soils, and seismic and geological reports) reports with respect to the Property (including all structural and mechanical systems, and leased areas), as Buyer has received from Seller and/or Buyer may elect to make or obtain on its ownobtain. All such inspections, tests and studies shall be at Seller's Buyer’s sole cost and expense. Buyer and its consultants shall have the right to enter upon the Property, following the opening of Escrow and until the Due Diligence Contingency Date, to conduct such inspections, tests and studies; provided, that such entry onto the Property shall not interfere with the tenant's/lessee's any tenant’s or Seller’s quiet enjoyment of the Property under the Lease, and shall be conducted conducted, in accordance with all Applicable Law (as defined below), only following prior reasonable notice to Seller's ’s local property manager to permit such property manager to accompany any such entry. Buyer hereby assumes all risk and expense relating to such entryBuyer’s entry on the Property, and Buyer hereby agrees to indemnify, defend (with counsel reasonably acceptable to Seller), protect and hold Seller and Seller, as well as Seller's principals, members, ’s officers, directors, shareholders, partners (either general or limited), employees, agents and representatives (collectively, "“Seller's ’s Agents"”), and as well as the Property Property, harmless from and against any and all claims, liabilities, damages, costs or expenses to the Property, Seller and/or Seller's Agents resulting from said inspections, including, without limitation, reasonable attorneys' ’ fees and costs, and court costs. The indemnification obligations of Buyer set forth in this Paragraph 5(c) shall survive the Closing or any expiration or earlier termination of this Agreement. Prior to Buyer entering the Property to conduct the inspections and tests described above, Buyer, at Buyer’s sole cost and expense, shall cause each of its agents and contractors to obtain and maintain, and deliver to Seller, evidence of general liability and workmen’s compensation insurance in such commercially reasonable limits as requested by Seller, and naming Seller as an additional insured party and which insurance shall provide coverage against claim for personal injury or property damage caused or incurred by Buyer or its agents, employees or contractors in connection with such inspections and tests. If for any reason Buyer does not complete the purchase of the Property from the Seller, Buyer shall deliver to Seller copies of all inspection, test and study reports which it has obtained in connection with the Property without cost to Seller.

Inspections and Studies. For a period commencing on the Effective Date and expiring at 5:00 p.m. P.T. on January 31, 2008 (the “Contingency Period”), except as otherwise extended pursuant to the provisions of this Section, Buyer hereby approves shall have the results of ----------------------- right to review and approve the (A) Documents and Materials (as hereinafter defined), and (B) conduct any and all inspections, economic feasibility analyses, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, Hazardous Materials, engineering tests, surveyseconomic feasibility studies, and soils, and seismic and geological reportsgeologic reports and environmental testing) with respect to the Property (including all structural and mechanical systems, and leased areas), as Buyer has received from Seller and/or Buyer may elect to make or obtain maintain. Any such entry shall be upon reasonable notice to Seller and Seller shall be afforded the opportunity to accompany Buyer during such visitations. Buyer shall keep the Property free and clear of any mechanics’ liens, materialmen’s liens or claims arising out of any of Buyer’s activities or those of Buyer’s representatives on its ownor with respect to the Property. All entries onto the Property by Buyer and all inspections and examinations thereof shall be at Buyer’s sole cost and expense, shall be done in a workmanlike manner in accordance with all applicable codes, statutes, ordinances, rules, regulations and laws. Buyer shall not perform any test or inspection or carry out any activity at the Property which damages the Property in any way or which is physically intrusive into the Improvements or soil of the Property without the prior written consent of Seller, which Seller may withhold in its reasonable discretion and shall be subject to such other reasonable conditions as may be placed on such testing by Seller, including, without limitation, a requirement that Buyer provide Seller split samples of any testing performed by or on behalf of Buyer. After completion of any such inspection or study on any portion of the Property, Buyer, at its sole cost and expense shall repair (which shall include replacement where necessary) any damage to the Property arising from such entry. In connection with any inspections of the Property, Buyer and Buyer’s representatives will carry Commercial General Liability insurance with a limit of Five Million Dollars ($5,000,000) per occurrence and, upon the reasonable request of Seller, will provide Seller with written evidence of same. Before performing any environmental inspections or testing of the Property, Buyer shall obtain any required permits and authorizations and shall pay all applicable fees required by any public body or agency in connection therewith. Prior to the expiration of the Contingency Period, Buyer shall deliver to Seller and Escrow Holder written notice of its approval, which shall be made in Buyer’s sole and absolute discretion, of the Property and the Documents and Materials (“Approval Notice”). The failure of Buyer to deliver such notice prior to the expiration of the Contingency Period shall be deemed to constitute Buyer’s disapproval of such matters. The cost of any such inspections, tests and and/or studies shall be at Seller's sole cost borne by Buyer. Between the Effective Date and expense. Buyer the Close of Escrow, Buyer, its agents, contractors and its consultants subcontractors shall have the right to enter upon the PropertyProperty at reasonable times to make any and all inspections and tests as may be necessary or desirable in Buyer’s sole judgment and discretion. Buyer shall indemnify, following defend and hold Seller harmless from any and all damage arising out of or in connection with such entry upon the opening Property by Buyer, its agents, employees or contractors or the performance by Buyer or Buyer’s representatives of any testing or investigations of the Property (“Inspection Indemnity”); provided, however, that such Inspection Indemnity shall not extend to any damages arising from or related to the discovery of any pre-existing condition of the Property or to loss of value resulting from such discovery thereof and/or further excepting the acts or omissions of Seller or any of Seller’s agents, employees, contractors, consultants, lessees, licensees or invitees. In the event Buyer disapproves or is deemed to have disapproved the condition of the Property and/or the Documents and Materials prior to the expiration of the Contingency Period, except as otherwise provided herein, the parties shall have no further obligations under this Agreement, the Second Deposit including any accrued interest thereon, shall be immediately returned to Buyer, and Buyer shall return to Seller any Documents and Materials provided to Buyer during the Contingency Period. In the event that Buyer terminates this Agreement pursuant to the provisions contained in this subsection (ii)(a), Buyer shall be responsible for all escrow cancellation costs charged by Escrow Holder. Buyer and its representatives shall hold in strictest confidence all confidential data and information obtained with respect to Seller or the Property and obtained in connection with the transaction contemplated by this Agreement, whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others; provided, however, that it is understood and agreed that the restrictions set forth herein shall not apply (a) to disclosures which may otherwise be required by law, or (b) disclosures to Buyer’s affiliates, and Buyer’s and such affiliates’ respective directors, officers, partners, members, managers, employees, legal counsel, accountants, engineers, architects, financial advisors, brokers and similar professionals and consultants (“Representatives”) provided that Buyer shall inform such persons to treat such data and information confidentially. Buyer shall not be responsible for disclosures of information which may otherwise become available to the public (other than from disclosure by a Buyer or its Representatives). The indemnity provisions of this Section 6(a)(ii) shall survive the Close of Escrow and until the Contingency Date, to conduct such inspections, tests and studies; provided, that such entry onto the Property shall not interfere with the tenant's/lessee's quiet enjoyment delivery of the Property under the Lease, Deed and shall be conducted only following prior reasonable notice to Seller's local property manager to permit such property manager to accompany further survive any such entry. Buyer hereby assumes all risk and expense relating to such entry, and hereby agrees to indemnify, defend (with counsel reasonably acceptable to Seller), protect and hold Seller, as well as Seller's principals, members, officers, directors, partners (either general or limited), employees, agents and representatives (collectively, "Seller's Agents"), earlier termination of this Agreement and the Property harmless from confidentiality provisions of this Section 6(a)(ii) shall survive the termination of this Agreement without a Close of Escrow for a period of 36 months (and against any and all claimsif the Close of Escrow occurs, liabilities, damages, costs or expenses Buyer’s obligation to the Property, Seller and/or Seller's Agents resulting from said inspections, including, without limitation, reasonable attorneys' fees and costs, and court costs. The indemnification obligations of Buyer keep confidential information as set forth in this Paragraph 5(cSection 6(a)(ii) shall survive expire as of the Closing or any expiration or earlier termination date of the Close of Escrow). Buyer acknowledges that it has completed the investigations set forth in this Section 6(a)(ii) and is satisfied with the results thereof, and execution of this AgreementAgreement by Buyer shall be conclusively deemed to be timely delivery of Buyer’s Approval Notice.