Common use of ITEMS FOR REVIEW; REVIEW PERIOD Clause in Contracts

ITEMS FOR REVIEW; REVIEW PERIOD. 4.1 Upon execution of this Agreement, Purchaser and/or Seller, as the case may be, shall perform the following within the time stated, each of which shall be a condition precedent to Closing: 4.1.1 On or before ten (10) days after the date hereof, Seller, at Seller's sole cost and expense, shall obtain a Commitment for Title Insurance or a Commitment to Insure (the "Commitment") dated not earlier than the date of this Agreement, issued by the Title Company, showing Seller's title to the Property to be good and indefeasible, together with true, correct and legible copies of all items and documents referred to therein. Purchaser shall have fifteen (15) days after receipt of the last of said items which shall also include the Survey as hereinafter referred,) to examine the condition of title and the Survey and to approve or disapprove the same (the “Title Review Period”). Those items listed in the Commitment and not disapproved of by Purchaser shall be referred to as the "Permitted Exceptions." In the event that Purchaser disapproves of all or any item referred to in the Commitment, Seller shall have a period of two (2) days within which to cure or remove such exceptions, without any obligation to do so, however, Seller at its cost shall be obligated to cure, remove or insure around by Closing all judgment liens, mechanic’s and materialmen’s liens, and other monetary liens against the Property (other than the liens for taxes and assessments which are not delinquent), whether or not Purchaser objects thereto during the Title Review Period. In the event Seller fails or refuses to cure all of such items within such cure period, Purchaser shall have the right to terminate this Agreement, whereupon the Title Company is hereby authorized to, and shall, upon request of Purchaser, return to Purchaser all Xxxxxxx Money that has been theretofore paid or deposited by Purchaser to it under or in connection with this Agreement, and the parties hereto shall be released from all obligations hereunder. In the alternative, at the written request of Purchaser, Seller shall deliver the title in its existing condition and Purchaser shall, by acceptance of such title, waive any objections to such title which have not been cured except as to warranties contained in the documents of conveyance. 4.1.2 Within three (3) days after the date of this Agreement, Seller shall deliver to Purchaser a copy of any existing Survey (herein so called) of the Property in Seller’s possession. Purchaser shall have the Title Review Period within which to approve or disapprove the material contained in the Survey. Any updates to the Survey shall initially be at the sole expense of Purchaser, however, Seller shall reimburse Purchaser _____ thousand dollars ($____) for the cost of such updates to the Survey at Closing. If Purchaser shall disapprove the Survey during the Title Review Period, Purchaser shall have the right to terminate this Agreement and, upon such termination, all Xxxxxxx Money previously deposited shall be immediately refunded to Purchaser and the parties hereto shall have no further liability or obligations hereunder. 4.2 During the Review Period, Purchaser shall have the right to perform any and all inspections or studies of the Property which Purchaser may desire, including but not limited to a physical inspection of the Property. Before entering upon the Property, Purchaser shall furnish to Seller a certificate of insurance evidencing (a) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000) for bodily or personal injury or death, (b) property damage insurance in the amount of at least One Million Dollars ($1,000,000), With respect to the insurance required above, Seller and their agents and affiliates shall be named as additional insureds. Such insurance coverage shall (i) be issued by an insurance company licensed to do business in the state where the Property is located having a rating of at least “AX” by A.M. Best Company, (ii) be primary and any insurance maintained by Seller shall be excess and noncontributory, (iii) include contractual liability coverage with respect to Purchaser’s indemnity obligations set forth in this Agreement (it being understood, however, that the availability of such insurance shall not serve to limit or define the scope of Purchaser’s indemnity obligations under this Agreement in any manner whatsoever), and (iv) not contain any exclusions for work performed at or on residential properties, or for “insured versus insured” claims as respects any potential claim by Seller against Purchaser. The insurance certificate required herein shall also provide that the coverage may not be cancelled, non-renewed or reduced without at least thirty (30) days’ prior written notice to Seller. No inspection shall be undertaken without reasonable prior notice to Seller. A representative of Seller shall be entitled to be present during all such inspections. Any intrusive testing shall require the prior written approval of Seller. Notwithstanding the foregoing, Seller shall permit Purchaser to perform asbestos test upon the Property, or if seller already has performed asbestos testing on the property, provide Purchaser with a copy of such tests. f Purchaser shall find such inspections or studies to be unsatisfactory, for any reason, or if Purchaser otherwise determines that the Property is not suitable for its intended use thereof, for any reason whatsoever, in Purchaser's sole discretion, Purchaser shall have the right, at its option, to terminate this Agreement within the Review Period and, upon such termination and with no additional conditions precedent, all Xxxxxxx Money previously deposited shall be immediately refunded to Purchaser and the parties hereto shall have no further liabilities one to the other. If Purchaser fails to deliver a statement to Seller and to the Title Company stating "the Property is unacceptable and Purchaser hereby terminates the Agreement" on or before the expiration of the Review Period, Purchaser shall be deemed to have accepted all aspects of the Property and intends to close. Upon a proper termination of this Agreement by Purchaser as provided above, this Agreement shall automatically terminate and Seller hereby directs and authorizes the Title Company, and the Title Company shall, notwithstanding any contrary instructions that Seller may hereafter give, immediately to return any and all Xxxxxxx Money and all interest accrued thereon to Purchaser. Upon a termination, Purchaser shall promptly return to Seller all items delivered to Purchaser by Seller. Purchaser shall be responsible for any and all losses, damages, charges and other costs associated with such inspections and studies, and Purchaser covenants and agrees to repair any damage to the Property caused by such inspections and studies. Purchaser agrees not to allow any liens to arise against the Property as a result of such inspections and studies and agrees to indemnify and hold Seller harmless from and against any and all claims, charges, actions, costs, suits, damages, injuries, or other liabilities which arise, either directly or indirectly, from Purchaser's or its agent's or employee's entry onto the Property prior to Closing, provided that such claims, charges, actions, costs, suits, damages, injuries, or other liabilities did not arise in whole or in part as a result of negligence on behalf of Seller or Seller’s agents. This indemnity shall survive Closing or a termination of this Agreement by Purchaser.

ITEMS FOR REVIEW; REVIEW PERIOD. 4.1 3.1 Upon execution of this Agreement, Purchaser and/or Seller, as the case may be, shall perform the following within the time stated, each of which shall be a condition precedent to Closing: 4.1.1 3.1.1 On or before ten (10) days after the date hereofEffective Date, Seller, at Seller's ’s sole cost and expense, shall obtain a Commitment for Title Insurance or a Commitment to Insure (the "“Commitment"”) dated not earlier than the date of this Agreement, issued by the Title Company, showing Seller's ’s title to the Property to be good and indefeasiblemarketable, together with true, correct and legible copies of all items and documents referred to therein. Purchaser shall have fifteen (15) days after receipt of the last of said items which shall also include (and the Survey as hereinafter referred,referred to) to examine the condition of title and the Survey and to approve or disapprove the same (the “Title Review Period”)same. Those items listed in the Commitment and not disapproved of by Purchaser shall be referred to as the "“Permitted Exceptions." ” In the event that Purchaser disapproves of all or any item referred to in the Commitment, Seller shall have a period of two (2) days within which to cure or remove such exceptions, without any obligation to do so, however, Seller at its cost shall be obligated to cure, remove or insure around by Closing all judgment liens, mechanic’s and materialmen’s liens, and other monetary liens against the Property (other than the liens for taxes and assessments which are not delinquent), whether or not Purchaser objects thereto during the Title Review Period. In the event Seller fails or refuses to cure all of such items within such cure period, Purchaser shall have the right to terminate this Agreement, whereupon the Title Company is hereby authorized to, and shall, upon request of Purchaser, return to Purchaser all Xxxxxxx Money that has been theretofore paid or deposited by Purchaser to it under or in connection with this Agreement, and the parties hereto shall be released from all obligations hereunder. In the alternative, at the written request of Purchaser, Seller shall deliver the title in its existing condition and Purchaser shall, by acceptance of such title, waive any objections to such title which have not been cured except as to warranties contained in the documents of conveyance. 4.1.2 3.1.2 Within three ten (310) days after the date of this AgreementEffective Date, Seller shall will deliver to Purchaser a copy of any the existing survey in Seller’s possession (the “Survey”), and thereafter Purchaser, at Purchaser’s sole cost and expense, may cause the Survey to be updated and recertified. 3.1.3 Within five (herein so called5) of days after the Effective Date, Seller will deliver, or make available, to Purchaser all non-proprietary documents pertaining to the Property in Seller’s possession. Purchaser shall have , the Title Review Period within which to approve or disapprove the material contained in the Survey. Any updates to the Survey shall initially be at the sole expense of Purchaser, however, Seller shall reimburse Purchaser _____ thousand dollars ($____) for the cost of such updates to the Survey at Closing. If Purchaser shall disapprove the Survey during the Title Review Period, Purchaser shall have the right to terminate this Agreement and, upon such termination, all Xxxxxxx Money previously deposited shall be immediately refunded to Purchaser and the parties hereto shall have no further liability or obligations hereunderitems listed on Exhibit “F” attached hereto. 4.2 3.2 During the Review Period, Purchaser shall have the right to perform any and all inspections or studies of the Property which Purchaser may desire, including but not limited to a physical and mechanical inspection of the Property. Before entering upon the Property, Purchaser shall furnish to Seller a certificate feasibility study of insurance evidencing (a) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000) for bodily or personal injury or death, (b) property damage insurance in the amount of at least One Million Dollars ($1,000,000), With respect to the insurance required above, Seller and their agents and affiliates shall be named as additional insureds. Such insurance coverage shall (i) be issued by an insurance company licensed to do business in the state where the Property is located having a rating and an inspection of at least “AX” by A.M. Best Company, (ii) be primary all books and any insurance maintained by Seller shall be excess records and noncontributory, (iii) include contractual liability coverage with respect to Purchaser’s indemnity obligations set forth in this Agreement (it being understood, however, that the availability of such insurance shall not serve to limit or define the scope of Purchaser’s indemnity obligations under this Agreement in any manner whatsoever), and (iv) not contain any exclusions for work performed at or on residential properties, or for “insured versus insured” claims as respects any potential claim by Seller against Purchaser. The insurance certificate required herein shall also provide that the coverage may not be cancelled, non-renewed or reduced without at least thirty (30) days’ prior written notice to Seller. No inspection shall be undertaken without reasonable prior notice to Sellerfinancial information pertaining thereto. A representative of Seller shall be entitled to be present during all such inspections. Any intrusive testing Seller shall require cause the prior written approval personnel of Seller. Notwithstanding the foregoing’s property management company to make themselves available to Purchaser and Purchaser’s representatives, Seller shall permit Purchaser agents, and other consultants at all reasonable times and upon reasonable notice and to perform asbestos test upon provide all information in their possession or control concerning the Property, or if seller already has performed asbestos testing on the property, provide Purchaser with a copy of such tests. f If Purchaser shall find such inspections or studies to be unsatisfactory, for any reason, or if Purchaser otherwise determines that the Property is not suitable for its intended use thereof, for any reason whatsoever, in Purchaser's ’s sole discretion, Purchaser shall have the right, at its option, to terminate this Agreement within the Review Period and, upon such termination and with no additional conditions precedenttermination, all Xxxxxxx Money previously deposited shall be immediately refunded to Purchaser and the parties hereto shall have no further liabilities one to the other. If Purchaser fails to deliver a statement to Seller and to the Title Company stating "“the Property is unacceptable and Purchaser hereby terminates the Agreement" acceptable” on or before the expiration of the Review Period, Purchaser shall be deemed to have accepted rejected all aspects of the Property and intends does not intend to close. Upon a proper such termination of this Agreement by Purchaser as provided above, this Agreement shall automatically terminate and Seller hereby directs and authorizes the Title Company, and the Title Company shall, notwithstanding any contrary instructions that Seller may hereafter give, immediately to return any and all Xxxxxxx Money and all interest accrued thereon to Purchaser. Upon a termination, and prior to the refund of the Xxxxxxx Money, Purchaser shall promptly return to Seller Escrow Agent all items delivered to Purchaser by Seller. Purchaser shall be responsible for any and all losses, damages, charges and other costs associated with such inspections and studies, and Purchaser covenants and agrees to repair any damage to the Property caused by such inspections and studies. Purchaser agrees not to allow any liens to arise against the Property as a result of such inspections and studies and agrees to indemnify and hold Seller harmless from and against any and all claims, charges, actions, costs, suits, damages, injuries, or other liabilities which arise, either directly or indirectly, from Purchaser's ’s or its agent's ’s or employee's ’s entry onto the Property prior to Closing, provided that such claims, charges, actions, costs, suits, damages, injuries, or other liabilities did not arise in whole or in part as a result of negligence on behalf of Seller or Seller’s agents. This indemnity shall survive Closing or a termination of this Agreement by Purchaser.

ITEMS FOR REVIEW; REVIEW PERIOD. 4.1 Upon execution of this Agreement, Purchaser and/or Seller, as the case may be, shall perform the following within the time stated, each of which shall be a condition precedent to Closing: 4.1.1 On or before ten (10) business days after the date hereofEffective Date, SellerPurchaser, at Seller's ’s sole cost and expense, shall obtain a Commitment for Title Insurance or a Commitment to Insure (the "“Commitment"”) dated not earlier than the date of this Agreement, issued by the Title Company, showing Seller's ’s title to the Property Project to be good and indefeasiblemarketable, together with true, correct and legible copies of all items and documents referred to therein. Purchaser shall have fifteen (15) days after receipt of the last of said items which shall also include (and the Survey as hereinafter referred,referred to) to examine the condition of title and the Survey and to approve or disapprove the same (the “Title Review Period”)same. Those items listed in the Commitment and not disapproved of by Purchaser within the 15 day period described above shall be referred to as the "“Permitted Exceptions." ” In the event that Purchaser disapproves of all or any item referred to in the Commitment, Seller shall have a period of two five (25) days within which to cure or remove such exceptions, without any obligation to do so, however, Seller at its cost shall be obligated to cure, remove or insure around by Closing all judgment liens, mechanic’s and materialmen’s liens, and other monetary liens against the Property (other than the liens for taxes and assessments which are not delinquent), whether or not Purchaser objects thereto during the Title Review Period. In the event Seller fails or refuses to cure all of such items within such cure period, Purchaser shall have the right to terminate this Agreement, whereupon the Title Company is hereby authorized to, and shall, upon request of Purchaser, return to Purchaser all Xxxxxxx Money that has been theretofore paid or deposited by Purchaser to it under or in connection with this Agreement, and the parties hereto shall be released from all obligations hereunder. In the alternative, at the written request of Purchaser, Seller shall deliver the title in its existing condition and Purchaser shall, by acceptance of such title, waive any objections to such title which have not been cured except as to warranties contained in the documents of conveyance. 4.1.2 Within three ten (310) business days after the date of this Agreement, Seller shall deliver to Purchaser a copy of any existing an ALTA As-Built Survey (herein so calledthe “Survey”) of the Property in Seller’s possessionProperty. Purchaser shall have the Title Review Period within which to approve or disapprove the material contained in the Survey. Any updates to the Survey shall initially be at the sole expense of Purchaser, however, Seller shall reimburse Purchaser _____ thousand dollars ($____) for the cost of such updates to the Survey at Closing. If Purchaser shall disapprove the Survey by providing written notice to Seller during the Title Review Period, Seller shall have a period of five (5) days within which to correct any defects disclosed by the Survey or obtain title insurance over such defects. In the event Seller fails to cure such defects with the 5 day cure period, Purchaser shall have the right to terminate this Agreement and, upon such termination, all Xxxxxxx Money previously deposited shall be immediately refunded to Purchaser and the parties hereto shall have no further liability or obligations hereunder. If Purchaser fails to disapprove the Survey by written notice during the Review Period the Survey shall be deemed approved and any defects disclosed by the Survey shall be deemed to Permitted Exceptions. 4.2 During the Review Period, Purchaser shall have the right to perform any and all inspections or studies of the Property which Purchaser may desire, including but not limited to a physical inspection of the Property. Before entering upon the Property, Purchaser shall furnish to Seller a certificate of insurance evidencing (a) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000) for bodily or personal injury or death, (b) property damage insurance in the amount of at least One Million Dollars ($1,000,000), With respect to the insurance required above, Seller and their agents and affiliates shall be named as additional insureds. Such insurance coverage shall (i) be issued by an insurance company licensed to do business in the state where the Property is located having a rating of at least “AX” by A.M. Best Company, (ii) be primary and any insurance maintained by Seller shall be excess and noncontributory, (iii) include contractual liability coverage with respect to Purchaser’s indemnity obligations set forth in this Agreement (it being understood, however, that the availability of such insurance shall not serve to limit or define the scope of Purchaser’s indemnity obligations under this Agreement in any manner whatsoever), and (iv) not contain any exclusions for work performed at or on residential properties, or for “insured versus insured” claims as respects any potential claim by Seller against Purchaser. The insurance certificate required herein shall also provide that the coverage may not be cancelled, non-renewed or reduced without at least thirty (30) days’ prior written notice to Seller. No inspection shall be undertaken without reasonable prior notice to Seller. A representative of Seller shall be entitled to be present during all such inspections. Any intrusive testing shall require the prior written approval of Seller, not to be unreasonably withheld, and Purchaser shall promptly restore any damage or disturbance caused by such intrusive testing. Notwithstanding the foregoing, Seller shall permit Purchaser to perform asbestos test upon the Property, or if seller already has performed asbestos testing on the property, provide Purchaser with a copy of such tests. f If Purchaser shall find such inspections or studies to be unsatisfactory, for any reason, or if Purchaser otherwise determines that the Property is not suitable for its intended use thereof, for any reason whatsoever, in Purchaser's ’s sole discretion, Purchaser shall have the right, at its option, to terminate this Agreement within the Review Period and, upon such termination and with no additional conditions precedenttermination, all Xxxxxxx Money previously deposited shall be immediately refunded to Purchaser and the parties hereto shall have no further liabilities one to the other. If Purchaser fails to deliver delivers a statement to Seller and to the Title Company stating "“the Property is unacceptable not acceptable and Purchaser hereby terminates the Agreement" ” on or before the expiration of the Review Period, Purchaser shall be deemed to have accepted all aspects of the Property and intends to closetimely terminated this Agreement. Upon a proper termination of this Agreement by Purchaser as provided above, this Agreement shall automatically terminate and Seller hereby directs and authorizes the Title Company, and the Title Company shall, notwithstanding any contrary instructions that Seller may hereafter give, immediately to return any and all Xxxxxxx Money and all interest accrued thereon to Purchaser. Upon a termination, and prior to the refund of the Xxxxxxx Money, Purchaser shall promptly return to Seller all items delivered to Purchaser by Seller. Purchaser shall be responsible , as well as copies of all surveys, reports and appraisals prepared for any and all losses, damages, charges and other costs associated with such inspections and studies, and Purchaser covenants and agrees to repair any damage to the Property caused or by such inspections and studiesPurchaser. Purchaser agrees not to allow any liens to arise against the Property as a result of such inspections and studies and agrees to indemnify and hold Seller harmless from and against any and all claims, charges, actions, costs, suits, damages, injuries, or other liabilities which arise, either directly or indirectly, from Purchaser's ’s or its agent's ’s or employee's ’s entry onto the Property prior to Closing, provided that such claims, charges, actions, costs, suits, damages, injuries, or other liabilities did not arise in whole or in part as a result of negligence on behalf of Seller or Seller’s agents. This indemnity shall survive Closing or a termination of this Agreement by Purchaser.

ITEMS FOR REVIEW; REVIEW PERIOD. 4.1 Upon execution of this Agreement, Purchaser and/or Seller, as the case may be, shall perform the following within the time stated, each of which shall be a condition precedent to Closingprecedent: 4.1.1 On or before ten three (103) days after the date hereof, Seller, at Seller's sole cost and expense, Seller shall obtain a Commitment for Title Insurance insurance or a Commitment to Insure insure (the "Commitment") dated not earlier than the date of this Agreement, issued by the Title Company, showing Seller's title tide to the Property to be good and indefeasible, together with true, correct and legible copies of all items and documents referred to therein. Purchaser shall have fifteen five (155) days after receipt of the last of said items which shall also include (and the Survey as hereinafter referred,referred to) to examine the condition of title and the Survey and to approve or disapprove the same (the “Title Review Period”)in writing. Those items listed in the Commitment and not disapproved of by Purchaser (including without limitation the Leases, Contracts and Permits) shall be referred to as the "Permitted Exceptions." In the event that Purchaser disapproves of all or any item referred to in the CommitmentCommitment or the Survey, subject to the terms and conditions hereof, Seller shall have the opportunity for a period of two (2) days after receipt of Purchaser's objections within which to provide Purchaser with written evidence that it cured or removed all such exceptions or a written commitment to, on or before the Closing cure or remove such exceptions, without any obligation to do so, however. Seller shall reasonably cooperate with Purchaser (provided, Seller shall not be obligated to make any expenditures in this regard), at its cost Purchaser's request, to resolve any reasonable objections made by Purchaser. Notwithstanding the foregoing, Seller shall be obligated to curedischarge at Closing, remove at Seller's sole cost and expense, any title exceptions that represent liens or insure around by Closing all judgment liens, mechanic’s and materialmen’s liens, and other monetary liens against the Property encumbrances (other than any obligations and covenants under documents constituting the liens for taxes and assessments which are Permitted Exceptions) securing the payment of any monetary amounts not delinquent)exceeding $10,000; provided, whether or such $10,000 limit shall not Purchaser objects thereto during apply to loans secured by the Title Review PeriodProperty. In the event Seller fails falls or refuses to provide such written evidence or such written commitment to cure all of such items within such two (2) day cure period, Purchaser shall have the right right, within two (2) days after the lapse of the above-described 2 day cure period, to terminate this Agreement, whereupon the Title Company is hereby authorized to, and shall, upon request of Purchaser, return to Purchaser all Xxxxxxx Money that has been theretofore paid or deposited by Purchaser to it under or in connection with this Agreement, and the parties hereto shall be released from all obligations hereunder. In the alternative, at the written request of Purchaser, Seller shall deliver the title in its existing condition subject to the exceptions which Seller has not cured or committed to cure (such exceptions becoming Permitted Exceptions) and Purchaser shall, by acceptance of such title, waive any objections to such title which have not been cured except as to warranties contained in the documents of conveyancePermitted Exceptions. 4.1.2 Within three (3) days after the date of this Agreement, Seller, at Seller's sole cost and expense, shall cause to be prepared and furnished to Purchaser a currently dated " as-built" survey (the "Survey") of the Property, which Survey shall be reasonably acceptable to Purchaser and the Title Company for purposes of amending the survey exception. If necessary the Survey shall be revised at Seller's expense as requested by the Title Company for such purpose. However, any revisions requested by any lender financing the purchase shall be done at Purchaser's expense. 4.1.3 On or before three (3) days after the date hereof, Seller shall deliver to Purchaser a the following: 4.1.3.1 Access at the Property to records, instruments, contracts and agreements in Seller's possession (or Seller's management company) which affect the ownership or operation of the Project. 4.1.3.2 A true, correct and complete copy of any existing Survey (herein so called) and all service contracts, environmental review reports or materials, and certificates of occupancy relating to or affecting the Property in Seller’s 's possession. Purchaser shall have Copies of the Title Review Period within which to approve or disapprove the material contained in the Survey. Any updates to the Survey shall initially Leases will be made available for inspection at the sole expense of Purchaser, however, Seller shall reimburse Purchaser _____ thousand dollars ($____) for the cost of such updates to the Survey at Closing. If Purchaser shall disapprove the Survey during the Title Review Period, Purchaser shall have the right to terminate this Agreement and, upon such termination, all Xxxxxxx Money previously deposited shall be immediately refunded to Purchaser and the parties hereto shall have no further liability or obligations hereunderProperty. 4.2 During the Review Period, Purchaser shall have the right to perform any and all inspections or studies of the Property which Purchaser may desire, including but not limited to a physical inspection of the Property. Before entering upon the Property, Purchaser shall furnish to Seller a certificate of insurance evidencing (a) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000) for bodily or personal injury or death, (b) property damage insurance in the amount of at least One Million Dollars ($1,000,000), With respect to the insurance required above, Seller and their agents and affiliates shall be named as additional insureds. Such insurance coverage shall (i) be issued by an insurance company licensed to do business in the state where the Property is located having a rating of at least “AX” by A.M. Best Company, (ii) be primary and any insurance maintained by Seller shall be excess and noncontributory, (iii) include contractual liability coverage with respect to Purchaser’s indemnity obligations set forth in this Agreement (it being understood, however, that the availability of such insurance shall not serve to limit or define the scope of Purchaser’s indemnity obligations under this Agreement in any manner whatsoever), and (iv) not contain any exclusions for work performed at or on residential properties, or for “insured versus insured” claims as respects any potential claim by Seller against Purchaser. The insurance certificate required herein shall also provide that the coverage may not be cancelled, non-renewed or reduced without at least thirty (30) days’ prior written notice to Seller. No inspection shall be undertaken without reasonable prior notice to Seller. A representative of Seller shall be entitled to be present during all such inspections. Any intrusive testing shall require the prior written approval of Seller. Notwithstanding the foregoing, Seller shall permit Purchaser to perform asbestos test upon the Property, or if seller already has performed asbestos testing on the property, provide Purchaser with a copy of such tests. f Purchaser shall find such inspections or studies to be unsatisfactory, for any reason, or if Purchaser otherwise determines that the Property is not suitable for its intended use thereof, for any reason whatsoever, in Purchaser's sole discretion, Purchaser shall have the right, at its option, to terminate this Agreement within the Review Period and, upon such termination and with no additional conditions precedent, all Xxxxxxx Money previously deposited shall be immediately refunded to Purchaser and the parties hereto shall have no further liabilities one to the other. If Purchaser fails to deliver a statement to Seller and to the Title Company stating "the Property is unacceptable and Purchaser hereby terminates the Agreement" on or before the expiration of the Review Period, Purchaser shall be deemed to have accepted all aspects of the Property and intends to close. Upon a proper termination of this Agreement by Purchaser as provided above, this Agreement shall automatically terminate and Seller hereby directs and authorizes the Title Company, and the Title Company shall, notwithstanding any contrary instructions that Seller may hereafter give, immediately to return any and all Xxxxxxx Money and all interest accrued thereon to Purchaser. Upon a termination, Purchaser shall promptly return to Seller all items delivered to Purchaser by Seller. Purchaser shall be responsible for any and all losses, damages, charges and other costs associated with such inspections and studies, and Purchaser covenants and agrees to repair any damage to the Property caused by such inspections and studies. Purchaser agrees not to allow any liens to arise against the Property as a result of such inspections and studies and agrees to indemnify and hold Seller harmless from and against any and all claims, charges, actions, costs, suits, damages, injuries, or other liabilities which arise, either directly or indirectly, from Purchaser's or its agent's or employee's entry onto the Property prior to Closing, provided that such claims, charges, actions, costs, suits, damages, injuries, or other liabilities did not arise in whole or in part as a result of negligence on behalf of Seller or Seller’s agents. This indemnity shall survive Closing or a termination of this Agreement by Purchaser.