Common use of Physical and Financial Inspection Clause in Contracts

Physical and Financial Inspection. Seller has provided to Seller, prior to the date of this Agreement, the Property Information. For a period (the “Inspection Period”) commencing on the effective date hereof and expiring at the Closing (such date is herein referred to as the “Inspection Period Expiration Date”), Buyer has had the right to perform a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needs, and Seller has cooperated with Buyer and has furnished to Buyer such information, materials and documents as Buyer may reasonably request. The inspection, audit and measurement of the Property’s operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed appropriate. If Buyer, at Buyer’s sole and absolute discretion, shall find such inspection(s), studies or evaluations to be unsatisfactory for any reason whatsoever, Buyer shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information shall be returned to Seller, and upon such return of the Property Information, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for the provisions of this Agreement which expressly survive a termination hereof. Buyer shall defend, indemnify and hold Seller harmless from and against any claims and liabilities asserted against Seller arising out of Buyer’s inspections; provided, however, the indemnity shall not extend to claims or liabilities arising out of the discovery of any existing Property condition. This indemnity shall survive the Closing and any termination of this Agreement.

Physical and Financial Inspection. Seller has provided to Seller, prior to the date of this Agreement, the Property Information. For a period (the “"Inspection Period”") commencing on the effective second (2nd) business day next following the date hereof upon which Buyer shall receive from Seller a fully-executed counterpart of this Agreement, and expiring at the Closing on April 10, 1997 (such date is herein referred to as the “"Inspection Period Expiration Date”"), Buyer has had shall have the right to perform have performed a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needsthereto, and Seller has cooperated shall cooperate with Buyer and has furnished shall make available to Buyer such information, materials and documents as Buyer may reasonably requestrequest and shall have its accountant available throughout such period to assist in Buyer's inspection and review. The inspection, audit and measurement of the Property’s 's operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed deems appropriate. If Buyer, at Buyer’s 's sole and absolute discretion, shall find such inspection(s), studies or evaluations ) to be unsatisfactory for any reason whatsoever, Buyer shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information Deposit shall be returned immediately refunded to Seller, and upon such return of the Property InformationBuyer, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for . Buyer agrees that it shall not unreasonably interfere with tenants in performing its inspection. If Buyer or its consultants exercises its rights under the provisions of this Agreement subsection, it shall (i) provide Seller with prior verbal notice of Buyer's entry, (ii) keep the Property free of any liens or third-party claims resulting therefrom except as may be required by applicable law; (iii) maintain adequate liability insurance in an amount of not less than $1,000,000.00 for a single occurrence and $50,000.00 for property damage which expressly survive a termination hereof. Buyer insurance shall defend, name Seller as an additional insured; (iv) indemnify and hold Seller harmless from and against any claims and liabilities asserted against Seller liability or expense for injuries to or death of persons or damage to property arising out of Buyer’s inspections; provided, however, from the indemnity shall not extend to claims or liabilities arising out exercise of the discovery rights hereunder that are not the result of any existing act or omission of Seller or Seller's agents, employees or contractors and (v) if Closing does not occur for any reason restore as nearly as practicable the Property conditionsubstantially to its condition immediately before such exercise. This indemnity The indemnification and restoration provisions of this subsection shall survive the Closing and any termination of this Agreement.. In connection with such inspection, Seller shall make available at the Property, or at the Seller's management offices, without representation, or warranty, except as specifically set forth herein, and to the extent the same are in the Seller's possession, the following:

Physical and Financial Inspection. Seller has provided to Seller, prior to the date of this Agreement, the Property Information. For a period (the “"Inspection Period”") commencing on the effective second (2nd) business day next following the date hereof upon which Buyer shall receive from Seller a fully-executed counterpart of this Agreement, and expiring at the Closing twenty (20) days thereafter (such date is herein referred to as the “"Inspection Period Expiration Date”"), Buyer has had shall have the right to perform have performed a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needsthereto, and Seller has cooperated shall cooperate with Buyer and has furnished shall furnish to Buyer such information, materials and documents as Buyer may reasonably requestrequest and shall have its accountant or internal controller available throughout such period to assist in Buyer's inspection and review. The inspection, audit and measurement of the Property’s 's operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed deems appropriate. If Buyer fails to close hereunder for any reason other than Seller's breach or default, Buyer shall, to the maximum extent practicable, restore the Property to the condition existing immediately before such tests and assessments. In the event Seller shall fail to deliver or make available any item or information material to Buyer's review of the Property and required to be delivered or made available pursuant to the terms of this Section within five (5) business days next following the date upon which Buyer shall receive from Seller a fully-executed counterpart of this Agreement, then at Buyer's written election, the Inspection Period Expiration Date (and the Closing Date) shall be extended by one day for each day that the delivery or availability of such item is delayed. If Buyer, at Buyer’s 's sole and absolute discretion, shall find such inspection(s), studies or evaluations ) to be unsatisfactory for any reason whatsoever, Buyer shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information Deposit shall be returned immediately refunded to Seller, and upon such return of the Property InformationBuyer, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for the provisions of this Agreement which expressly survive a termination hereof. Buyer shall defend, indemnify and hold Seller harmless from and against any claims and liabilities asserted against Seller arising out of Buyer’s inspections; provided, however, the indemnity agrees that it shall not extend unreasonably interfere with tenants in performing its inspection. In connection with such inspection, and without limiting the generality of Seller's obligations hereunder, Seller agrees to claims or liabilities arising out of the discovery of any existing Property condition. This indemnity shall survive the Closing and any termination of this Agreement.deliver to Buyer, within five (5) days:

Physical and Financial Inspection. Seller has provided to Seller, prior to the date of this Agreement, the Property Information. For a period (the “Inspection Period”) commencing on the effective date hereof of execution of this Agreement by Buyer and expiring at the Closing thirty (30) days thereafter (such date is herein referred to as the “Inspection Period Expiration Date”), Buyer has had shall have the right to perform obtain financing for the Property and have performed a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needsthereto, and Seller has cooperated shall cooperate with Buyer and has furnished shall furnish to Buyer such information, materials and documents as Buyer may reasonably requestrequest and shall have its accountant available throughout such period to assist in Buyer’s inspection and review. The inspection, audit and measurement of the Property’s operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed deems appropriate. Buyer shall also be entitled to contact and meet with any tenants under any of the Leases (“Tenants”) during the Inspection Period provided such contact and meeting is coordinated by Seller and Seller accompanies Buyer. If Buyer, at Buyer’s sole and absolute discretion, shall find such inspection(s), studies or evaluations ) to be unsatisfactory unsatisfactory, or for any other reason whatsoever, Buyer shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information Deposit shall be returned immediately refunded to Seller, and upon such return of the Property InformationBuyer, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for the provisions of this Agreement which expressly survive a termination hereof. Buyer shall defend, indemnify and hold Seller harmless from and against any claims and liabilities asserted against Seller arising out of Buyer’s inspections; provided, however, the indemnity agrees that it shall not extend unreasonably interfere with tenants in performing its inspection. Seller shall provide the following material to claims or liabilities arising out of the discovery of any existing Property condition. This indemnity shall survive the Closing and any termination Buyer within one (1) business day following full execution of this Agreement., all of which shall be true correct and complete to the best of Seller’s knowledge:

Physical and Financial Inspection. Seller has The DCT Parties have provided to SellerTRT Partner, prior to the date of this Agreement, the Property Information. For a period (the “Inspection Period”) commencing on the effective date hereof and expiring at the Closing (such date is herein referred to as the “Inspection Period Expiration Date”), Buyer TRT Partner has had the right to perform a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyerthe Partnership’s needs, and Seller has the DCT Parties have cooperated with Buyer TRT Partner and has have furnished to Buyer TRT Partner such information, materials and documents as Buyer TRT Partner may reasonably request. The inspection, audit and measurement of the Property’s operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer TRT Partner has deemed appropriate. If BuyerTRT Partner, at BuyerTRT Partner’s sole and absolute discretion, shall find such inspection(s), studies or evaluations to be unsatisfactory for any reason whatsoever, Buyer TRT Partner shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information shall be returned to SellerContributor, and upon such return of the Property Information, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for the provisions of this Agreement which expressly survive a termination hereof. Buyer TRT Partner shall defend, indemnify and hold Seller Contributor harmless from and against any claims and liabilities asserted against Seller Contributor arising out of BuyerTRT Partner’s inspections; provided, however, the indemnity shall not extend to claims or liabilities arising out of the discovery of any existing Property condition. This indemnity shall survive the Closing and any termination of this Agreement.

Physical and Financial Inspection. Seller has provided to Seller, prior to the date of this Agreement, the Property Information. For a period (the “"Inspection Period”") commencing on the effective second (2nd) business day next following the date hereof upon which Buyer shall receive from Seller a fully-executed counterpart of this Agreement, and expiring at the Closing thirty (30) days thereafter (such date is herein referred to as the “"Inspection Period Expiration Date”"), Buyer has had shall have the right to perform have performed a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needsthereto, and Seller has cooperated shall cooperate with Buyer and has furnished shall furnish to Buyer such information, materials and documents as Buyer may reasonably requestrequest and shall have its accountant available throughout such period to assist in Buyer's inspection and review. The inspection, audit and measurement of the Property’s 's operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed deems appropriate. In the event Seller shall fail to deliver or make available any item or information material to Buyer's review of the Property and required to be delivered or made available pursuant to the terms of this Section within five (5) business days next following the date upon which Buyer shall receive from Seller a fully-executed counterpart of this Agreement, then at Buyer's election, the Inspection Period Expiration Date (and the Closing Date) shall be extended by one day for each day that the delivery or availability of such item is delayed. If Buyer, at Buyer’s 's sole and absolute discretion, shall find such inspection(s), studies or evaluations ) to be unsatisfactory for any reason whatsoever, Buyer shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information shall be returned to Seller, and upon such return of the Property Information, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for the provisions of this Agreement which expressly survive a termination hereof. Buyer shall defend, indemnify and hold Seller harmless from and against any claims and liabilities asserted against Seller arising out of Buyer’s inspections; provided, however, the indemnity shall not extend to claims or liabilities arising out of the discovery of any existing Property condition. This indemnity shall survive the Closing and any termination of this Agreement.this

Physical and Financial Inspection. Seller has provided to Seller, prior to the date of this Agreement, the Property Information. For a period (the “"Inspection Period”") commencing on the effective second (2nd) business day next following the date hereof upon which Buyer shall receive from Seller a fully-executed counterpart of this Agreement, and expiring at the Closing on April 15, 1997 (such date is herein referred to as the “"Inspection Period Expiration Date”"), Buyer has had shall have the right to perform have performed a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needsthereto, and Seller has cooperated shall cooperate with Buyer and has furnished shall make available to Buyer such information, materials and documents as Buyer may reasonably requestrequest and shall have its accountant available throughout such period to assist in Buyer's inspection and review. The inspection, audit and measurement of the Property’s 's operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed deems appropriate. If Buyer, at Buyer’s 's sole and absolute discretion, shall find such inspection(s), studies or evaluations ) to be unsatisfactory for any reason whatsoever, Buyer shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information Deposit shall be returned immediately refunded to Seller, and upon such return of the Property InformationBuyer, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for . Buyer agrees that it shall not unreasonably interfere with tenants in performing its inspection. If Buyer or its consultants exercises its rights under the provisions of this Agreement subsection, it shall (i) provide Seller with prior verbal notice of Buyer's entry, (ii) keep the Property free of any liens or third-party claims resulting therefrom except as may be required by applicable law; (iii) maintain adequate liability insurance in an amount of not less than $1,000,000.00 for a single occurrence and $50,000.00 for property damage which expressly survive a termination hereof. Buyer insurance shall defend, name Seller as an additional insured; (iv) indemnify and hold Seller harmless from and against any claims and liabilities asserted against Seller liability or expense for injuries to or death of persons or damage to property arising out of Buyer’s inspections; provided, however, from the indemnity shall not extend to claims or liabilities arising out exercise of the discovery rights hereunder that are not the result of any existing act or omission of Seller or Seller's agents, employees or contractors and (v) if Closing does not occur for any reason restore as nearly as practicable the Property conditionsubstantially to its condition immediately before such exercise. This indemnity The indemnification and restoration provisions of this subsection shall survive the Closing and any termination of this Agreement.. In connection with such inspection, Seller shall make available at the Property, or at the Seller's management offices, without representation, or warranty, except as specifically set forth herein, and to the extent the same are in the Seller's possession, the following:

Physical and Financial Inspection. Seller has provided provided, or will provide within five (5) business days after the effective date hereof, to Seller, prior Buyer the materials described on Exhibit H hereto to the date extent within Seller’s possession or control (the “Diligence Materials”), which Diligence Materials may be provided by access to a website or made available at the Property. Separate and apart from the Diligence Materials, Seller will provide Buyer with a lease option schedule, provided that Seller makes no representation or warranty as to the truth, accuracy or completeness of this Agreement, such lease option schedule and that any reliance on or use of the Property Informationlease option schedule shall be at the sole risk of Buyer. For a period (the “Inspection Period”) commencing on the effective date hereof and expiring at the Closing 5:00 p.m. (Central time) on November 3, 2014 (such date is herein referred to as the “Inspection Period Expiration Date”), Buyer has had shall have the right to perform a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needs, and Seller has cooperated shall cooperate with Buyer and has furnished shall furnish to Buyer such information, materials and documents as Buyer may reasonably request. The inspection, audit and measurement of the Property’s operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed deems appropriate; however, Buyer shall not conduct any physically destructive or invasive testing without Seller’s prior written consent. If Buyer, at Buyer’s sole and absolute discretion, shall find such inspection(s), studies or evaluations to be unsatisfactory for any reason whatsoeverwhatsoever or no reason, Buyer shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information Deposit shall be returned immediately refunded to Seller, and upon such return of the Property InformationBuyer, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for the provisions of this Agreement which expressly survive a termination hereof. In addition, promptly after the termination of this Agreement, Buyer shall defend, indemnify and hold return the Due Diligence Materials to Seller harmless from and against any claims and liabilities asserted against Seller arising out of that are in Buyer’s inspectionspossession or control. Upon the expiration of the Inspection Period, if Buyer has not terminated this Agreement under this Section 7.3, Buyer shall be deemed to have waived its right to terminate this Agreement under this Section 7.3; provided, however, that Buyer shall thereafter continue to have the indemnity right to terminate this Agreement in Buyer’s sole and absolute discretion as provided elsewhere in this Agreement. Buyer agrees that it shall not extend unreasonably interfere with tenants in performing its inspection. Buyer shall perform, and shall cause its agents, employees, and contractors to claims or liabilities arising out perform, all inspections and reviews of the discovery Property so as to minimize any damage, loss, cost, or expense to, or claims against Seller or the Property. Buyer agrees not to contact any tenant or CUSCO without prior notice to Seller, and Seller or its designated representative shall have the right to be present during tenant and CUSCO interviews. If Buyer elects (or is deemed to have elected) to proceed with the Agreement after the Inspection Period, Buyer shall continue to have the right to access the Property and contact tenants of any existing the Property condition. This indemnity shall survive the Closing and any termination of CUSCO as provided in this Section unless and until this Agreement is terminated as provided elsewhere in this Agreement.

Physical and Financial Inspection. Seller has provided to Seller, prior to the date of this Agreement, the Property Information. For a period (the “"Inspection Period”") commencing on the effective second (2nd) business day next following the date hereof upon which Buyer shall receive from Seller a fully-executed counterpart of this Agreement, and expiring at the Closing on April 10, 1997 (such date is herein referred to as the “"Inspection Period Expiration Date”"), Buyer has had shall have the right to perform have performed a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needsthereto, and Seller has cooperated shall cooperate with Buyer and has furnished shall make available to Buyer such information, materials and documents as Buyer may reasonably requestrequest and shall have its accountant available throughout such period to assist in Buyer's inspection and review. The inspection, audit and measurement of the Property’s 's operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed deems appropriate. If Buyer, at Buyer’s 's sole and absolute discretion, shall find such inspection(s), studies or evaluations ) to be unsatisfactory for any reason whatsoever, Buyer shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information Deposit shall be returned immediately refunded to Seller, and upon such return of the Property InformationBuyer, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for . Buyer agrees that it shall not unreasonably interfere with tenants in performing its inspection. If Buyer or its consultants exercises its rights under the provisions of this Agreement which expressly survive a termination hereof. Buyer subsection, it shall defend, indemnify and hold (i) provide Seller harmless from and against any claims and liabilities asserted against Seller arising out with prior verbal notice of Buyer’s inspections; provided's entry, however, (ii) keep the indemnity shall not extend to claims or liabilities arising out of the discovery Property free of any existing Property condition. This indemnity liens or third-party claims resulting therefrom except as may be required by applicable law; (iii) maintain adequate liability insurance in an amount of not less than $1,000,000.00 for a single occurrence and $50,000.00 for property damage which insurance shall survive the Closing and any termination of this Agreement.name Seller as an

Physical and Financial Inspection. Seller has provided to Seller, prior to the date of this Agreement, the Property Information. For a period (the “"Inspection Period”") commencing on the effective date hereof which is the later of Xxxxx’s receipt of the initial draft of this Agreement and Xxxxx’s receipt of the Seller Deliverables (defined below) and expiring at the Closing __________________________ days from such date (such date is herein referred to as the “"Inspection Period Expiration Date”"), Buyer has had shall have the right to perform have performed a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needsthereto, and Seller has cooperated shall cooperate with Buyer and has furnished shall furnish to Buyer such information, materials and documents as Buyer may reasonably requestrequest and shall have its accountant available throughout such period to assist in Buyer's inspection and review. Notwithstanding anything to the contrary set forth herein, the Inspection Period shall in no event expire prior to the date which is five (5) business days after the date of full execution of this Agreement by Xxxxx and Seller. The inspection, audit and measurement of the Property’s 's operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed deems appropriate. If Buyer, at Buyer’s 's sole and absolute discretion, shall find such inspection(s), studies or evaluations ) to be unsatisfactory for any reason whatsoever, Buyer shall have the right, at its option, to terminate this Agreement on or before the Inspection Period Expiration Date, and upon such termination, the Property Information Deposit shall be returned immediately refunded to Seller, and upon such return of the Property InformationBuyer, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this Agreement, except for the provisions of this Agreement which expressly survive a termination hereof. Buyer shall defend, indemnify and hold Seller harmless from and against any claims and liabilities asserted against Seller arising out of Buyer’s inspections; provided, however, the indemnity Xxxxx agrees that it shall not extend to claims or liabilities arising out of the discovery of any existing Property condition. This indemnity shall survive the Closing and any termination of this Agreementunreasonably interfere with tenants in performing its inspection.

Physical and Financial Inspection. Seller has provided to Seller, prior to the date of this Agreement, the Property Information. For a period (the “"Inspection Period”") commencing on the effective date hereof as of August 14, 2003 and expiring at the Closing on October 13, 2003 thereafter (such date is herein referred to as the “"Inspection Period Expiration Date”"), Buyer has had Purchaser shall have the right to perform have performed a physical and mechanical inspection, measurement and audit of the Property and an inspection of all books and records and financial information pertaining thereto and to perform such other studies and evaluations to determine the suitability of the Property for Buyer’s needsthereto, and Seller has cooperated shall cooperate with Buyer Purchaser and has furnished shall furnish to Buyer Purchaser such information, materials and documents as Buyer Purchaser may reasonably requestrequest and shall have its accountant reasonably available throughout such period to assist in Purchaser's inspection and review. The inspection, audit and measurement of the Property’s 's operation, condition and maintenance shall include, without limitation, such environmental and engineering inspections, reviews and assessments that Buyer has deemed Purchaser deems appropriate, the GSA Lease including any amendments thereof, all lease files and related correspondence, and the CIBC Loan documents and all correspondence and files related thereto and to the extent conducted at the Property shall be performed during business hours, after notice to Seller and at Seller's option, within the company of a representative designated by Seller. Purchaser's rights hereunder shall remain expressly subject to the rights of the GSA tenant at the Property. If BuyerPurchaser, at Buyer’s in Purchaser's sole and absolute discretion, shall find such inspection(s), studies inspections or evaluations investigations to be unsatisfactory for any or no reason whatsoever, Buyer Purchaser shall have the right, at its option, to terminate this Agreement Contract on or before the Inspection Period Expiration Date, and upon such termination, the Property Information Deposit shall be returned immediately refunded to Seller, and upon such return of the Property InformationPurchaser, and thereupon the parties hereto shall have no further liabilities one to the other with respect to the subject matter of this AgreementContract other than those liabilities, except for the provisions of this Agreement if any, which are stated to expressly survive a termination hereof. Buyer shall defend, indemnify and hold Seller harmless from and against any claims and liabilities asserted against Seller arising out of Buyer’s inspections; provided, however, the indemnity shall not extend to claims or liabilities arising out of the discovery of any existing Property condition. This indemnity shall survive the Closing and any early termination of this AgreementContract.