Common use of Procedure; Indemnity Clause in Contracts

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Property at any time during the period beginning on the Effective Date and expiring on the later of (i) the date sixty (60) days after the Effective Date or (ii) the expiration of the Title Review Period (the “Due Diligence Period”); provided, however, if the Due Diligence Items are not delivered by the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery Date. Buyer and its duly authorized agents or representatives shall be permitted to enter the Property at all reasonable times during the Due Diligence Period upon at least forty eight (48) hours advance notice to Seller in order to conduct Resident/Tenant interviews (Resident/Tenant interviews will be conducted after notice to Seller), engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “Inspections”). Prior to any entry by Buyer onto the Property for the purposes of such Inspections, Buyer shall provide to Seller evidence that Buyer or its consultants (as applicable) have in force liability and worker’s compensation insurance. At Seller’s election, Seller may have a representative present during any such inspection. Buyer agrees to promptly discharge any liens that may be imposed against the Property as a result of Buyer’s Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer, except for any Claims against Seller based upon any pre-existing conditions merely discovered by Buyer or any obligations and liabilities of Seller. Buyer’s reports, draft reports and evaluations with respect to the Property, including documents prepared in connection with the Inspections, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate this Agreement pursuant to Section 5.2.1, and such termination is based upon any matter disclosed in the Reports, Buyer shall disclose to Seller the details of such matter such that Seller may order its own reports with respect to the Property.

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Property at any time during the period beginning on the Effective Date September 24, 2010 and thereafter expiring on the later of (i) the date sixty (60) days after the Effective Date or (ii) the expiration of the Title Review Period November 15, 2010 (the “Due Diligence Period”); provided. Upon 48 hours notice to Seller and accompanied by a Seller representative, however, if the Due Diligence Items are not delivered by the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery Date. Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Property at all reasonable times during the Due Diligence Period upon at least forty eight (48) hours advance notice to Seller in order to conduct Resident/Tenant tenant interviews (Resident/Tenant tenant interviews will be conducted after notice to Sellerwith the consent of Seller and Seller may be present during same), engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “Inspections”). Prior to any entry by Buyer onto the Property for the purposes of such Inspections, Buyer shall provide to Seller evidence that Buyer or its consultants (as applicable) have in force liability and worker’s compensation insurance. At Seller’s election, Seller may have a representative present during any such inspection. Buyer agrees to promptly discharge any liens that may be imposed against the Property as a result of Buyer’s Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer, except for any Claims against Seller based upon any pre-existing conditions merely discovered by Buyer or any obligations and liabilities of SellerSeller Buyer agrees to provide Seller with an insurance certificate from Buyer and any third party entering the Property to perform Inspections, naming Seller as an additional insured prior to any entry on the Property when invasive tests are contemplated. Buyer’s reportsBuyer shall indemnify, draft reports defend and evaluations with respect hold Seller harmless from and against all losses, liabilities, obligations, charges, fees, claims, litigation demands, defenses, costs, judgments, suits, proceedings, damages, disbursements or expenses of any kind or of any nature whatsoever, (including, without limitation, reasonable attorneys’ fees and disbursements and costs of investigation) arising out of or from the Inspections of the Property by Buyer or its agents or consultants, except to the Property, including documents prepared in extent caused by Seller or any of its affiliates or related to a pre-existing condition. The obligations of Buyer under the immediately preceding sentence shall expressly survive any termination of this Agreement. In connection with the Inspections, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate this Agreement pursuant to Section 5.2.1, and such termination is based upon any matter disclosed in the Reports, Buyer shall disclose to Seller the details not unreasonably disturb any Tenants use and occupancy of such matter such that Seller may order its own reports with respect to the Property.

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering engineering, title, survey and physical studies of the Real Property at any time during the period beginning on from and after the Effective Date and expiring on the later for a period of fifteen (i) the date sixty (6015) days after the Effective Date or (ii) the expiration of the Title Review Period thereafter (the “Due Diligence Period”); provided, however, if the Due Diligence Items are not delivered by on the Delivery Date or if and Buyer has notified Seller of the Title Documents and Survey are specific Due Diligence Items Buyer has not delivered by received within two (2) business days after the Title Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated number of days of delay in delivery of such materials beyond the applicable Delivery Date, but in no event shall the Due Diligence Period be extended for more than five (5) business days. Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property during normal business hours and at all such other times upon reasonable times notice during the Due Diligence Period upon at least forty eight (48) hours advance notice to Seller Period, in a manner that does not interfere with existing operations or occupants of the Real Property, in order to conduct Resident/Tenant interviews (Resident/Tenant interviews will be conducted after notice to Seller)tenant interviews, engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “Inspections”), subject to applicable legal requirements and the rights and duties of Tenant and Seller under the Lease. Buyer will coordinate all on-site inspections with Seller so that Seller shall have the option of having one of Seller’s representatives present at any and all on-site inspections and/or interviews. Buyer may not perform any invasive testing of the Property without Seller’s prior written consent, which consent shall not be unreasonably delayed or withheld. Prior to any Buyer’s or its agent’s or representative’s entry by Buyer onto upon the Property for the purposes of such InspectionsProperty, Buyer shall provide shall, upon Seller’s request, deliver to Seller evidence that Buyer or its consultants of liability insurance coverage by an insurer reasonably acceptable to Seller and with combined single limits of not less than ONE MILLION DOLLARS (as applicable$1,000,000.00) have in force liability and worker’s compensation insurance. At Seller’s election, Seller may have a representative present during any such inspectionper occurrence. Buyer agrees to promptly discharge any liens that may be imposed against the Real Property as a result of Buyer’s Inspections, to restore and repair any damage caused by Buyer’s Inspections to substantially the same condition that existed immediately prior to such Inspection, and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer, except for any Claims against its agents or employees. The foregoing obligations of Seller based upon any pre-existing conditions merely discovered by Buyer or any obligations and liabilities shall survive termination of Seller. Buyer’s reports, draft reports and evaluations with respect to the Property, including documents prepared in connection with the Inspections, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate this Agreement pursuant to Section 5.2.1, and such termination is based upon any matter disclosed in the Reports, Buyer shall disclose to Seller the details of such matter such that Seller may order its own reports with respect to the PropertyAgreement.

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Real Property at any time during the period beginning on the from and after Effective Date and expiring on the later for a period of Thirty (i30) the date sixty (60) calendar days after the Effective Date or (ii) the expiration of the Title Review Period thereafter (the “"Due Diligence Period”"); provided, however, if the Due Diligence Items are not delivered by on the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery Date. Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period upon at least forty forty-eight (48) hours advance hours' written notice to Seller Seller, in order to conduct Resident/Tenant tenant interviews (Resident/Tenant interviews will but only with the prior written consent of Seller in each instance, which consent shall not be conducted after notice to Sellerunreasonably withheld), engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “"Inspections”"). Prior to any entry by Buyer onto the Property for the purposes of such Inspections, Buyer shall provide to Seller evidence that Buyer or its consultants (as applicable) have in force liability and worker’s compensation insurance. At Seller’s election, Seller may have a representative present during any such inspection. Buyer agrees to promptly discharge any liens that may be imposed against the Real Property as a result of Buyer’s 's Inspections and to defend, indemnify and hold Seller and Seller's parent company and their respective members, affiliates, subsidiaries, officers, directors, shareholders, participants, affiliates, employees, consultants, representatives, invitees, agents and contractors (collectively, "Seller Parties") harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ ' fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer. 5.1.1 All due diligence conducted by Buyer shall be undertaken by Buyer at Buyer's sole cost and expense. Buyer's due diligence shall be concluded without any cost or liability to Seller. 5.1.2 Buyer acknowledges and agrees that the Due Diligence Period is an adequate time period to perform all of its due diligence and obtain Due Diligence Items related to the Property. Buyer covenants and agrees it shall keep confidential all information relating to the Property obtained by Buyer, except for that Buyer may disclose same to its attorneys, affiliates, agents, representatives, engineers, architects, consultants, lenders and investors, who shall also agree to maintain such information in confidence. Notwithstanding any Claims against Seller based upon provisions contained in this Agreement to the contrary, Buyer's covenants under this paragraph to keep information relating to the Property confidential shall expressly survive any pre-existing conditions merely discovered termination of this Agreement, but shall not survive the Close of Escrow (hereinafter defined). 5.1.3 Buyer shall at all times conduct its due diligence in compliance with applicable law and the terms of the Leases, and in a manner so as to not cause any material damage, loss, cost or expenses to Seller, the Property or the tenants of the Property (and without unreasonably interfering with or disturbing any tenant at the Property), and Buyer shall promptly restore the Property to its condition immediately preceding such inspections and examinations and shall keep the Property free and clear of any mechanic's liens or materialmen's liens in connection with such inspections and examinations. Any intrusive physical testing (environmental, structural or otherwise) of the Property (such as soil borings or the like) and any inspection requiring entry into any of the buildings located on the Property shall be conducted by Buyer only after obtaining Seller's prior written consent to such testing (including the plans for, and drilling location of, all such tests which are required for purposes of either a Phase II environmental report or a seismic report, as applicable), which consent shall not be unreasonably withheld. Buyer shall use reasonable efforts to schedule such tests to permit Seller or its representatives, at Seller's option and expense, to be present; provided, however, that Seller's or its representative's presence at any obligations such inspection shall not limit in any way Buyer's liability hereunder. 5.1.4 Buyer shall obtain, at Buyer's sole cost and liabilities expense and prior to commencement of Seller. Buyer’s reportsany activities on the Property, draft reports a policy of commercial general liability insurance covering any and evaluations all liability of Buyer and Seller with respect to or arising out of any investigative activities. Such policy of insurance shall be kept and maintained in force during the Property, including documents prepared in connection with the Inspections, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate term of this Agreement pursuant and shall cover any claims or damages suffered by persons or property resulting from any acts or omissions of Buyer, Buyer's employees, agents, contractors, suppliers, consultants or other related parties. Such policy of insurance shall have liability limits of not less than One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage liability. Such insurance policy shall be an occurrence policy and shall name Seller and its successors and assigns as an additional insured and shall be in form and substance and issued by an insurance company reasonably satisfactory to Section 5.2.1, and such termination is based upon any matter disclosed in the Reports, Buyer shall disclose to Seller the details of such matter such that Seller may order its own reports with respect to the PropertySeller.

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Property at any time during the period beginning on the Effective Date and expiring on the later of (i) the date sixty forty- five (6045) days after the Effective Date or (ii) the expiration of the Title Review Period (the “Due Diligence Period”); provided, however, if the Due Diligence Items are not delivered by on the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery Date but in no event to a date more than seventy five (75) days after the Effective Date. Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Property at all reasonable times during the Due Diligence Period upon at least forty eight (48) hours advance notice to Seller in order to conduct Resident/Tenant interviews (Resident/Tenant interviews will be conducted after notice to and approval by Seller, not to be unreasonably withheld, conditioned or delayed), engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “Inspections”). Prior to any entry by Buyer onto the Property for the purposes of such Inspections, Buyer shall provide to Seller evidence that Buyer or its consultants (as applicable) have in force liability and worker’s compensation insurance. At Seller’s election, Seller may have a representative present during any such inspection. Buyer agrees to promptly discharge any liens that may be imposed against the Property as a result of Buyer’s Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer, except for any Claims against Seller based upon any pre-existing conditions merely discovered by Buyer or any obligations and liabilities of Seller. Buyer’s reports, draft reports and evaluations with respect to the Property, including documents prepared in connection with the Inspections, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate this Agreement pursuant to Section 5.2.1, and such termination is based upon any matter disclosed in the Reports, Buyer shall disclose to Seller the details of such matter such that Seller may order its own reports with respect to the Property.

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Real Property at any time during the period beginning on from and after the Effective Date and expiring on the later of (i) the date sixty (60) days after the Effective Date or (ii) the expiration of the Title Review Period continuing until June 21, 2010 (the “Due Diligence Period”); provided. If Buyer notifies Seller of any required items that have not been delivered (which notice shall specify with reasonable particularity which items have not been so delivered), however, if the Due Diligence Items Seller shall produce such items as are in Seller’s possession within two (2) business days and shall use reasonable efforts to obtain any such items as are not in Seller’s possession (whereupon any such item shall be delivered by the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, to Buyer may, by written notice delivered prior to the conclusion within two (2) business days of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery DateSeller’s receipt). Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period upon at least forty eight (48) hours advance notice to Seller in order to conduct Resident/Tenant interviews (Resident/Tenant interviews will be conducted after notice to Seller)tenant interviews, engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable advisable, including Phase I environmental investigations (collectively, the “"Inspections”). Prior ; provided that (i) in the case of Tenant interviews, Seller shall use its best efforts to any entry by Buyer onto arrange such interview within 24 hours of Buyer’s request therefor at the Property for the purposes soonest practicable time and Seller or a representative of such Inspections, Buyer Seller shall provide be entitled to Seller evidence that accompany Buyer or its consultants representative on such interviews for the sole purposes of observing such interviews and shall not interfere with, lead or otherwise participate in the interviews; and (as applicableii) have all engineering studies, soil tests and other inspections that require drilling, boring on or through the surface of the Building and/or Property must be approved by Seller in force liability and worker’s compensation insurancewriting in advance. At Seller agrees not to unreasonably withhold its consent for such tests; provided that, in the event of any invasive or destructive tests or tests which Seller determines in its discretion may be destructive of any of the improvements, such consent may be given or withheld in Seller’s election, Seller may have a representative present during any such inspectionsole discretion. Buyer agrees to promptly discharge any liens that may be imposed against the Property as a result of Buyer’s Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer; provided, except however, that Buyer shall not be responsible for any Claims against Seller based upon any pre-existing conditions merely discovered by Buyer or arising out of any obligations and liabilities of Seller. , including Claims arising out of Buyer’s reports, draft reports and evaluations with respect to discovery of a pre-existing condition at the Property, including documents prepared in connection with reporting any such condition to the Inspections, are referred appropriate authorities if required to herein as do so by law and Seller shall be solely responsible for any Claims arising out of Buyer’s discovery of such pre-existing condition at the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate this Agreement pursuant to Section 5.2.1Property, and for compliance with any reporting obligation that arises from such termination discovery. In the event the purchase and sale of the Property is based upon not concluded for any matter disclosed in the Reportsreason, Buyer shall disclose restore the condition of the Property to Seller substantially the details condition in which the Property was found prior to any disturbance thereto caused by the Inspections. Prior to Buyer entering the Property to conduct the inspections and tests described above, Buyer shall obtain and maintain, and shall cause each of such matter such that Seller may order its own reports with respect contractors and agents to maintain, general liability insurance in the Propertyamount of Five Hundred Thousand and No/100 ($500,000.00) combined single limit for personal injury and property damage per occurrence.

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Real Property at any time during the period beginning on the from and after Effective Date and expiring on the later for a period of twenty-one (i) the date sixty (6021) days after the Effective Date or (ii) the expiration of the Title Review Period thereafter (the “Due Diligence Period”); provided, however, if the Due Diligence Items are not delivered by on the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery Date. Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period upon at least forty eight (48) hours advance notice to Seller in order to conduct Resident/Tenant interviews (Resident/Tenant interviews will be conducted after notice to Seller)tenant interviews, engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “Inspections”). Prior to any entry by Buyer onto Notwithstanding the Property for the purposes of such Inspectionsabove, Buyer shall provide not conduct any invasive testing (such as a Phase II environmental inspection) without the prior written approval of Seller, which approval shall not be unreasonably withheld. Buyer shall also give Seller at least twenty-four (24) hours prior notice via electronic mail before accessing the Property and shall use its reasonable efforts to Seller evidence that Buyer or its consultants (as applicable) have in force liability and worker’s compensation insurance. At Seller’s election, Seller may have a representative present minimize disturbance to the tenants at the Property during any such inspectionInspections. Buyer shall promptly return the Property to the same condition following any Inspections. Buyer agrees to promptly discharge any liens that may be imposed against the Real Property as a result of Buyer’s Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer, except for any Claims against Seller based upon any pre-existing conditions merely discovered by Buyer . The obligations in this Section shall survive Closing or any obligations and liabilities the termination of Seller. Buyer’s reports, draft reports and evaluations with respect to the Property, including documents prepared in connection with the Inspections, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate this Agreement pursuant to Section 5.2.1, and such termination is based upon any matter disclosed in the Reports, Buyer shall disclose to Seller the details of such matter such that Seller may order its own reports with respect to the PropertyAgreement.

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Real Property at any time during the period beginning on the from and after Effective Date and expiring until noon EST on the later of (i) the date sixty (60) days after the Effective Date or (ii) the expiration of the Title Review Period November 19, 2007 (the “Due Diligence Period”); provided, however, if the Due Diligence Items are not delivered by on or before the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, Buyer may, by shall give Seller written notice delivered prior to within ten (10) business days after the conclusion of Delivery Date identifying the original Due Diligence PeriodItems that have not been delivered to Buyer, extend in which event the Due Diligence Period shall be extended for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery Date. If Buyer shall fail to timely give such notice to Seller, the Due Diligence Period shall not be extended by reason of Seller’s failure to deliver Due Diligence Items on or before the Delivery Date. Upon prior reasonable notice to Seller, Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period upon at least forty eight (48) hours advance notice to Seller in order to conduct Resident/Tenant interviews (Resident/Tenant interviews will be conducted after notice to Seller)tenant interviews, engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “Inspections”). Prior The foregoing right shall be subject to any entry by Buyer onto the Property for rights of the purposes of such Inspections, Buyer shall provide to Seller evidence that Tenants and neither Buyer or its consultants (as applicable) have in force liability and workerBuyer’s compensation insurance. At Seller’s election, Seller may have a representative present during any such inspectionagents or representatives shall unreasonably interfere with or disturb the occupancy or operations of the Tenants. Buyer agrees to promptly (a) restore the Property to its condition prior to any entry onto, or disturbance of, the Property, (b) discharge any liens that may be imposed against the Real Property as a result of Buyer’s Inspections and (c) to defend, indemnify and hold Seller Seller, the Tenants and their respective employees, agents and invitees harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by or for Buyer, except for any Claims against Seller based upon any pre-existing conditions merely discovered access or entry onto the Property by Buyer or any obligations and liabilities its agents or representatives or the negligence or willful misconduct of SellerBuyer or its agents or representatives. Buyer’s reports, draft reports and evaluations with respect obligations to set forth in items (a-c) above shall survive the Property, including documents prepared in connection with the Inspections, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate termination of this Agreement pursuant to Section 5.2.1or Close of Escrow, and such termination is based upon any matter disclosed as applicable. Buyer agrees that in the Reportsevent that this Agreement shall terminate for any reason, other than for Seller’s default, Buyer shall disclose provide Seller with a copy of all inspections, tests and studies of the Property undertaken by or for Buyer, without charge to Seller the details of such matter such that Seller may order its own reports with respect to the PropertySeller.

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Real Property at any time during the period beginning on the from and after Effective Date and expiring on the later for a period of thirty (i) the date sixty (6030) days after the Effective Date or (ii) the expiration of the Title Review Period thereafter (the “Due Diligence Period”); provided, however, if the Due Diligence Items are not delivered by on or before the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, Buyer may, by shall give Seller written notice delivered prior to within ten (10) business days after the conclusion of Delivery Date identifying the original Due Diligence PeriodItems that have not been delivered to Buyer, extend in which event the Due Diligence Period shall be extended for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery Date. Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period upon at least forty eight (48but without disrupting Tenant’s operations) hours advance notice to Seller in order to conduct Resident/Tenant interviews (Resident/Tenant interviews will be conducted after notice to Seller)tenant interviews, engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “Inspections”). Prior to any entry by Buyer onto the Property for the purposes of such Inspections, Buyer shall provide to Seller evidence that Buyer or its consultants (as applicable) have in force liability and worker’s compensation insurance. At Seller’s election, Seller may have a representative present during any such inspection. Buyer agrees to promptly discharge any liens that may be imposed against the Real Property as a result of Buyer’s Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer, except for any Claims against Seller based upon any pre-existing conditions merely discovered by Buyer or any obligations and liabilities of Seller. Buyer’s reports, draft reports and evaluations with respect to the Property, including documents prepared in connection with the Inspections, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate this Agreement pursuant to Section 5.2.1, and such termination is based upon any matter disclosed in the Reports, Buyer shall disclose to Seller the details of such matter such that Seller may order its own reports with respect to the Property.

Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Real Property at any time during the period beginning on the from and after Effective Date and expiring on the later for a period of eighteen (i) the date sixty (6018) days after the Effective Date or (ii) the expiration of the Title Review Period thereafter (the “Due Diligence Period”); provided, however, if the Due Diligence Items are not delivered by on the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery Date. Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property at all reasonable times and with reasonable advance notice during the Due Diligence Period upon at least forty eight (48) hours advance notice to Seller in order to conduct Resident/Tenant tenant interviews (Resident/Tenant interviews will as may be conducted after notice to Sellerpermitted below), engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “Inspections”). Prior to any entry by Buyer onto the Property for the purposes of such Inspections, Buyer shall provide to Seller evidence that Buyer or its consultants (as applicable) have in force liability and worker’s compensation insurance. At Seller’s election, Seller may have a representative present during any such inspection. Buyer agrees to promptly discharge any liens that may be imposed against the Real Property as a result of Buyer’s Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer, except for any Claims against Seller based upon any pre-existing conditions merely discovered by Buyer or any obligations and liabilities of Seller. Buyer’s reports, draft reports and evaluations with respect This indemnification shall survive closing or any termination of this Purchase Agreement. Notwithstanding anything contained in this Agreement to the Propertycontrary, Buyer may conduct interviews of the tenants on the Real Property (i) after it has waived, in writing, all other contingencies for its benefit hereunder, including documents prepared but not limited to the contingencies contained in connection with the InspectionsSections 3, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate this Agreement pursuant to Section 5.2.14, 5, and such termination is based upon any matter disclosed 6 hereunder (excluding the contingency for tenant interviews), (ii) only with Seller’s cooperation and under Seller’s supervision, and (iii) only in the Reports, Buyer shall disclose to Seller the details presence of such matter such that Seller may order its own reports with respect to the Propertya representative of Seller.