Common use of PURCHASER'S REVIEW PERIOD Clause in Contracts

PURCHASER'S REVIEW PERIOD. 12.1 Purchaser shall have the right to cancel this Contract on or before February 8, 2007 (the “Outside Termination Date”) by notice to Seller to be received by Seller on or before 3:00 P.M. Eastern Time on the Outside Termination Date (the period of time from the date hereof through and including the Outside Termination Date is herein referred to as “Purchaser’s Review Period”). If Purchaser duly cancels this Contract in accordance with this Section 12.1, this Contract shall be deemed terminated and of no further force or effect, except for the provisions expressly stated to survive the Closing, and the Deposit shall be paid to Seller. If Purchaser does not duly cancel this Contract in accordance with this subparagraph or if Purchaser waives its right to cancel this Contract, (i) this Contract shall remain in full force and effect and Purchaser shall have no further right to cancel this Contract under this Section and (ii) Purchaser shall be deemed to have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any condition actually known to Purchaser as of the Outside Termination Date, including, without limitation a misrepresentation, Non-Permitted Title Objection or any other condition which results in or could result in an Estoppel Default. During Purchaser’s Review Period, Purchaser may perform non-intrusive inspections of the Premises at reasonable times (at least two (2) Business Days prior written notice to Seller), subject to the rights of the Space Tenants and Seller’s prior consent, which consent shall not be unreasonably withheld. At least two (2) Business Days prior to performing such inspections, Purchaser shall execute, deliver and comply with the requirements of the Access Agreement annexed hereto as Exhibit 9. After making such inspections, Purchaser, at Purchaser’s sole expense, shall restore the Premises to its condition prior to such inspections. Purchaser may not conduct any intrusive inspections or borings without the prior written approval of Seller, which approval may be withheld, granted or granted upon conditions, in Seller sole and absolute discretion. Purchaser shall have the right to conduct interviews with Space Tenants and the Seller’s property manager, but Purchaser may only communicate with the Space Tenants or Seller’s property manager after providing Seller with ample notice and an opportunity to have an agent or representative of Seller present at each such interview. Purchaser acknowledges and agrees that Seller (but not Seller’s property manager) shall be the only party authorized to furnish Purchaser with any documents reasonably requested by Purchaser in connection with the performance of its inspections pursuant to this Section 12.1. If Purchaser fails to close the purchase of the Premises, all reports with respect to the Premises shall become the property of Seller, subject to the terms of agreements Purchaser may have with third parties. Purchaser shall indemnify and hold Seller and Seller’s property manager free and harmless from and against any and all costs, expenses, claims, losses or damages, liabilities and judgments (including reasonable attorneys’ fees and disbursements) arising out of Purchaser’s inspection of the Premises, including without limitation with respect to the Premises, whether caused by Purchaser or its contractors, agents or employees or anyone acting by, through, under, or at the direction, of the foregoing. Without limiting the generality of the foregoing indemnity, Purchaser shall (i) remove any mechanics’ or other lien which may be recorded against the Premises by any party providing labor, materials or services at the request of Purchaser and (ii) not file or cause to be filed any application or make any request (other than inquiries of the public records) with any governmental or quasi-governmental agency prior to Closing which would or could lead to a hearing before any governmental or quasi-governmental agency or which would or could lead to a Violation or any change in zoning, parcelization, licenses, permits or other entitlements or any investigation or restriction on the use of the Property, or any part thereof.

PURCHASER'S REVIEW PERIOD. 12.1 Within thirty (30) days after the acceptance and execution of this Agreement ("Execution Date"), Seller shall, at its sole cost and expense, provide to Purchaser correct and complete copies of all of the documents referred to in the Preliminary Commitment for Title Insurance (the “Title Commitment”). Within 10 business days after the Execution Date, Seller shall, at its sole cost and expense, provide to Purchaser in orderly fashion at Seller’s office correct copies of all contracts encumbering or benefiting the Real Property or that affect in a material way the use thereof (“the Contracts”), together with a complete list describing the Contracts. The Contracts shall include, without limitation, all legal and authoritative substantiation, permits or other documentation involving water rights or usage, all other material permits, applications or contractual obligation for the placement of the Land or any part thereof in any local, state or federal agricultural or farming program, and all leases of the Property or any part thereof. Said list shall be attached to this Agreement as Exhibit 3 and Exhibit 7 upon approval thereof by Purchaser. Exhibit 3 and Exhibit 7 are attached hereto and incorporated herein by this reference as though fully restated at length. The parties agree it is a material term of this Agreement that Seller timely provide the title documents and the Contracts to Purchaser. PURCHASE AND SALE AGREEMENT / Page 3 of 14 Purchaser shall have sixty (60) days from the right Execution Date to cancel this Contract on or before February 8, 2007 review the Title Commitment and the Contracts at its sole cost and expense (the “Outside Termination Date”) by notice to Seller to be received by Seller on or before 3:00 P.M. Eastern Time on the Outside Termination Date (the period of time from the date hereof through and including the Outside Termination Date is herein referred to as “Purchaser’s Review Inspection Period”). If On or before the end of the Inspection Period, Purchaser duly cancels this Contract shall give notice to Seller specifying any objectionable terms in accordance with this Section 12.1the Title Commitment or the Contracts, this Contract shall be deemed terminated and of no further force or effect, except for the provisions expressly stated to survive the Closing, and the Deposit shall be paid to Seller. If Purchaser does not duly cancel this Contract in accordance with this subparagraph or but only if Purchaser waives its right to cancel this Contract, (i) this Contract shall remain in full force those terms materially and effect and Purchaser shall have no further right to cancel this Contract under this Section and adversely affect the Real Property or Purchaser’s intended use thereof, or (ii) Purchaser the document or the Contract is a title defect or encumbrance, or a lease, the terms of which are not acceptable to Purchaser, and which is not a Permitted Encumbrance under Section 8 of this Agreement. If no such notice of objections is given on or before the end of the Inspection Period, Purchaser, without regard to knowledge, shall be deemed to have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any condition actually known to Purchaser as of the Outside Termination Date, including, without limitation a misrepresentation, Non-Permitted Title Objection or any other condition which results in or could result in an Estoppel Default. During Purchaser’s Review Period, Purchaser may perform non-intrusive inspections of the Premises at reasonable times (at least two (2) Business Days prior written notice to Seller), subject to the rights of the Space Tenants and Seller’s prior consent, which consent shall not be unreasonably withheld. At least two (2) Business Days prior to performing such inspections, Purchaser shall execute, deliver and comply with the requirements of the Access Agreement annexed hereto as Exhibit 9. After making such inspections, Purchaser, at Purchaser’s sole expense, shall restore the Premises to its condition prior to such inspections. Purchaser may not conduct any intrusive inspections or borings without the prior written approval of Seller, which approval may be withheld, granted or granted upon conditions, in Seller sole and absolute discretion. Purchaser shall have the right to conduct interviews with Space Tenants and the Seller’s property manager, but Purchaser may only communicate with the Space Tenants or Seller’s property manager after providing Seller with ample notice and an opportunity to have an agent or representative of Seller present at each such interview. Purchaser acknowledges and agrees that Seller (but not Seller’s property manager) shall be the only party authorized to furnish Purchaser with any documents reasonably requested by Purchaser in connection with the performance of its inspections pursuant to this Section 12.1. If Purchaser fails to close the purchase of the Premises, all reports with respect to the Premises shall become the property of Seller, subject objections to the terms of agreements the Title Commitment and the Contracts except as otherwise specifically provided in this Agreement. If Seller receives timely notice from Purchaser of an objection to any such terms, Seller shall within five (5) business days of receipt of such notice (“Seller’s Response Period”) give notice to Purchaser that it will cure the term on or before Closing, or that Seller will not do so. If Seller refuses to cure any such term or fails to do so before Closing, Purchaser may have with third partieswaive such term and proceed to Closing or terminate this Agreement as Purchaser’s sole remedy. The Parties acknowledge that the description of the Personal Property on Exhibit 2 is complete and includes all Personal Property intended to be sold hereunder. Purchaser shall indemnify and hold Seller acknowledge and Seller’s property manager free and harmless from and against any and all costs, expenses, claims, losses or damages, liabilities and judgments (including reasonable attorneys’ fees and disbursements) arising out of agree that Purchaser’s inspection of the Premisesobligation to consummate this transaction is contingent upon Purchaser obtaining financing through traditional financing or an underwritten initial public offering pursuant to a Registration Statement filed with, including without limitation with respect to the Premises, whether caused by Purchaser or its contractors, agents or employees or anyone acting and declared effective by, throughthe U.S. Securities and Exchange Commission, under, or at the direction, of the foregoing. Without limiting the generality of the foregoing indemnity, upon terms thereof acceptable to Purchaser shall in its sole discretion (i) remove any mechanics’ or other lien which may be recorded against the Premises by any party providing labor, materials or services at the request of Purchaser and (ii) not file or cause to be filed any application or make any request (other than inquiries of the public records) with any governmental or quasi-governmental agency prior to Closing which would or could lead to a hearing before any governmental or quasi-governmental agency or which would or could lead to a Violation or any change in zoning, parcelization, licenses, permits or other entitlements or any investigation or restriction on the use of the Property, or any part thereof“IPO Financing”).

PURCHASER'S REVIEW PERIOD. 12.1 Purchaser shall have the right to cancel this Contract on or before February 8September 3, 2007 2014 (the “Outside Termination Date”) by notice to Seller to be received by Seller on or before 3:00 P.M. Eastern Time on the Outside Termination Date (the period of time from the date hereof through and including the Outside Termination Date is herein referred to as “Purchaser’s 's Review Period”). If Purchaser duly cancels this Contract in accordance with this Section 12.1, this Contract shall be deemed terminated and of no further force or effect, except for the provisions expressly stated to survive the Closing, and the Deposit shall be paid returned to SellerPurchaser. If Purchaser does not duly cancel this Contract in accordance with this subparagraph or if Purchaser waives its right to cancel this Contract, (i) this Contract shall remain in full force and effect and Purchaser shall have no further right to cancel this Contract under this Section 12.1 and (ii) Purchaser shall be deemed to have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any condition actually known to Purchaser as of the Outside Termination Date, including, without limitation a misrepresentation, Non-Permitted Title Objection or Objection, any other condition which results in or could result in an Estoppel DefaultDefault or any breach of a covenant by Seller. During Purchaser’s Review PeriodPurchaser and Seller have entered into that certain Access Agreement dated July 23, Purchaser may perform non-intrusive inspections of 2014 (the Premises at reasonable times (at least two (2) Business Days prior written notice to Seller“Access Agreement”), subject a copy of which is attached hereto as Exhibit 9 and the terms of which are hereby incorporated by reference and made a part hereof, and Purchaser hereby agrees to the rights of the Space Tenants and Seller’s prior consent, which consent shall not be unreasonably withheld. At least two (2) Business Days prior to performing such inspections, Purchaser shall execute, deliver and comply with the requirements of terms set forth in the Access Agreement annexed hereto as Exhibit 9. After making such inspections, Purchaser, at Purchaser’s sole expense, shall restore the Premises to its condition prior to such inspections. Purchaser may not conduct any intrusive inspections or borings without the prior written approval of Seller, which approval may be withheld, granted or granted upon conditions, in Seller sole and absolute discretion. Purchaser shall have the right to conduct interviews with Space Tenants and the Seller’s property manager, but Purchaser may only communicate with the Space Tenants or Seller’s property manager after providing Seller with ample notice and an opportunity to have an agent or representative of Seller present at each such interview. Purchaser acknowledges and agrees that Seller (but not Seller’s property manager) shall be the only party authorized to furnish Purchaser with any documents reasonably requested by Purchaser in connection with the performance of its inspections pursuant to this Section 12.1. If Purchaser fails to close the purchase of the Premises, all reports with respect to the Premises shall become the property of Seller, subject to the terms of agreements Purchaser may have with third parties. Purchaser shall indemnify and hold Seller and Seller’s property manager free and harmless from and against any and all costs, expenses, claims, losses or damages, liabilities and judgments (including reasonable attorneys’ fees and disbursements) arising out of Purchaser’s inspection of the Premises, including without limitation with respect to the Premises, whether caused by Purchaser or its contractors, agents or employees or anyone acting by, through, under, or at the direction, of the foregoing. Without limiting the generality of the foregoing indemnity, Purchaser shall (i) remove any mechanics’ or other lien which may be recorded against the Premises by any party providing labor, materials or services at the request of Purchaser and (ii) not file or cause to be filed any application or make any request (other than inquiries of the public records) with any governmental or quasi-governmental agency prior to Closing which would or could lead to a hearing before any governmental or quasi-governmental agency or which would or could lead to a Violation or any change in zoning, parcelization, licenses, permits or other entitlements or any investigation or restriction on the use of the Property, or any part thereofAgreement.

PURCHASER'S REVIEW PERIOD. 12.1 Purchaser shall have until 5:00 p.m. (Chicago time) on February 10, 2003 (the "Review Period") to satisfy itself concerning all aspects of the Project, including, without limitation, the status of title thereto; the physical and environmental condition of the Properties; the insurance policies, contracts, leases and all other operational and financial aspects of the Properties and all other Due Diligence Materials (as hereinafter defined) and to obtain all needed committee approvals of this transaction. During the Review Period, Purchaser shall have the right at Purchaser's expense to cancel this Contract perform such tests, inspections and feasibility studies on the Properties as Purchaser may deem necessary (collectively, the "Inspections") on and subject to the terms and conditions of that certain Property Access Agreement dated January 9, 2003 (the "Access Agreement"). Without limitation of the foregoing, Purchaser shall have access to the Properties for purposes of such inspections pursuant to the Access Agreement. On or before February 8the end of the Review Period Purchaser may, 2007 (the “Outside Termination Date”) in Purchaser's sole discretion, elect to terminate this Agreement by delivery of written notice to Seller to be received by Seller on for any or before 3:00 P.M. Eastern Time on no reason, whereupon this Agreement shall automatically terminate, the Outside Termination Date (the period of time from the date hereof through and including the Outside Termination Date is herein referred to as “Purchaser’s Review Period”). If Purchaser duly cancels this Contract in accordance with this Section 12.1, this Contract Deposit shall be deemed terminated and of no further force or effectreturned to Purchaser, and, except for the provisions expressly stated Post-Termination Obligations referred to survive Section 12.1 below, neither party shall have any obligations to the Closing, and the Deposit shall be paid to Sellerother by virtue of this Agreement. If Purchaser does not duly cancel this Contract in accordance with this subparagraph or if Purchaser waives its right to cancel this Contract, (i) this Contract shall remain in full force and effect and Purchaser shall have no further right to cancel this Contract under this Section and (ii) Purchaser shall be deemed to have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any condition actually known to Purchaser as of the Outside Termination Date, including, without limitation a misrepresentation, Non-Permitted Title Objection or any other condition which results in or could result in an Estoppel Default. During Purchaser’s Review Period, Purchaser may perform non-intrusive inspections of the Premises at reasonable times (at least two (2) Business Days prior written notice to Seller), subject to the rights of confidentiality obligations set forth in the Space Tenants and Seller’s prior consentAccess Agreement, which consent obligations shall not be unreasonably withheld. At least two (2) Business Days prior expire on the Closing Date provided the parties proceed to performing such inspections, Purchaser shall execute, deliver and comply with the requirements of the Access Agreement annexed hereto as Exhibit 9. After making such inspections, Purchaser, at Purchaser’s sole expense, shall restore the Premises to its condition prior to such inspections. Purchaser may not conduct any intrusive inspections or borings without the prior written approval of Seller, which approval may be withheld, granted or granted upon conditions, in Seller sole and absolute discretionClosing. Purchaser shall have provide (without any representation or warranty as to the right accuracy or completeness thereof) to conduct interviews with Space Tenants and the Seller’s property managerSellers copies of any final, but Purchaser may only communicate with the Space Tenants third party reports by or Seller’s property manager after providing Seller with ample notice and an opportunity to have an agent or representative of Seller present at each such interview. Purchaser acknowledges and agrees that Seller (but not Seller’s property manager) shall be the only party authorized to furnish Purchaser with any documents reasonably requested by for Purchaser in connection with its inspections. Purchaser will continue to maintain the performance of its inspections liability insurance as required pursuant to this Section 12.1. If Purchaser fails to close the purchase of the PremisesProperty Access Agreement dated January 9, all reports with respect to the Premises shall become the property of Seller, subject to the terms of agreements Purchaser may have with third parties. Purchaser shall indemnify and hold 2003 between Seller and Seller’s property manager free and harmless from and against any and all costs, expenses, claims, losses or damages, liabilities and judgments (including reasonable attorneys’ fees and disbursements) arising out of Purchaser’s inspection of the Premises, including without limitation with respect to the Premises, whether caused by Purchaser or its contractors, agents or employees or anyone acting by, through, under, or at the direction, of the foregoing. Without limiting the generality of the foregoing indemnity, Purchaser shall (i) remove any mechanics’ or other lien which may be recorded against the Premises by any party providing labor, materials or services at the request of Purchaser and (ii) not file or cause to be filed any application or make any request (other than inquiries of the public records) with any governmental or quasi-governmental agency prior to Closing which would or could lead to a hearing before any governmental or quasi-governmental agency or which would or could lead to a Violation or any change in zoning, parcelization, licenses, permits or other entitlements or any investigation or restriction on the use of the Property, or any part thereof.

PURCHASER'S REVIEW PERIOD. 12.1 Within thirty (30) days after the acceptance and execution of this Agreement ("Execution Date"), Seller shall, at its sole cost and expense, provide to Purchaser correct and complete copies of all of the documents referred to in the Preliminary Commitment for Title Insurance (the “Title Commitment”). Within 10 business days after the Execution Date, Seller shall, at its sole cost and expense, provide to Purchaser in orderly fashion at Seller’s office correct copies of all contracts encumbering or benefiting the Real Property or that affect in a material way the use thereof (“the Contracts”), together with a complete list describing the Contracts. The Contracts shall include, without limitation, all legal and authoritative substantiation, permits or other documentation involving water rights or usage, all other material permits, applications or contractual obligation for the placement of the Land or any part thereof in any local, state or federal agricultural or farming program, and all leases of the Property or any part thereof. Said list shall be attached to this Agreement as Exhibit B upon approval thereof by Purchaser and shall be incorporated herein as if fully restated at length. The parties agree it is a material term of this Agreement that Seller timely provide the title documents and the Contracts to Purchaser. PURCHASE AND SALE AGREEMENT / Page 2 of 13 Purchaser shall have sixty (60) days from the right Execution Date to cancel this Contract on or before February 8, 2007 review the Title Commitment and the Contracts at its sole cost and expense (the “Outside Termination Date”) by notice to Seller to be received by Seller on or before 3:00 P.M. Eastern Time on the Outside Termination Date (the period of time from the date hereof through and including the Outside Termination Date is herein referred to as “Purchaser’s Review Inspection Period”). If On or before the end of the Inspection Period, Purchaser duly cancels this Contract shall give notice to Seller specifying any objectionable terms in accordance with this Section 12.1the Title Commitment or the Contracts, this Contract shall be deemed terminated and of no further force or effect, except for the provisions expressly stated to survive the Closing, and the Deposit shall be paid to Seller. If Purchaser does not duly cancel this Contract in accordance with this subparagraph or but only if Purchaser waives its right to cancel this Contract, (i) this Contract shall remain in full force those terms materially and effect and Purchaser shall have no further right to cancel this Contract under this Section and adversely affect the Real Property or Purchaser’s intended use thereof, or (ii) Purchaser the document or the Contract is a title defect or encumbrance, or a lease, the terms of which are not acceptable to Purchaser, and which is not a Permitted Encumbrance under Section 8 of this Agreement. If no such notice of objections is given on or before the end of the Inspection Period, Purchaser, without regard to knowledge, shall be deemed to have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any condition actually known to Purchaser as of the Outside Termination Date, including, without limitation a misrepresentation, Non-Permitted Title Objection or any other condition which results in or could result in an Estoppel Default. During Purchaser’s Review Period, Purchaser may perform non-intrusive inspections of the Premises at reasonable times (at least two (2) Business Days prior written notice to Seller), subject to the rights of the Space Tenants and Seller’s prior consent, which consent shall not be unreasonably withheld. At least two (2) Business Days prior to performing such inspections, Purchaser shall execute, deliver and comply with the requirements of the Access Agreement annexed hereto as Exhibit 9. After making such inspections, Purchaser, at Purchaser’s sole expense, shall restore the Premises to its condition prior to such inspections. Purchaser may not conduct any intrusive inspections or borings without the prior written approval of Seller, which approval may be withheld, granted or granted upon conditions, in Seller sole and absolute discretion. Purchaser shall have the right to conduct interviews with Space Tenants and the Seller’s property manager, but Purchaser may only communicate with the Space Tenants or Seller’s property manager after providing Seller with ample notice and an opportunity to have an agent or representative of Seller present at each such interview. Purchaser acknowledges and agrees that Seller (but not Seller’s property manager) shall be the only party authorized to furnish Purchaser with any documents reasonably requested by Purchaser in connection with the performance of its inspections pursuant to this Section 12.1. If Purchaser fails to close the purchase of the Premises, all reports with respect to the Premises shall become the property of Seller, subject objections to the terms of agreements the Title Commitment and the Contracts except as otherwise specifically provided in this Agreement. If Seller receives timely notice from Purchaser of an objection to any such terms, Seller shall within five (5) business days of receipt of such notice (“Seller’s Response Period”) give notice to Purchaser that it will cure the term on or before Closing, or that Seller will not do so. If Seller refuses to cure any such term or fails to do so before Closing, Purchaser may have with third partieswaive such term and proceed to Closing or terminate this Agreement as Purchaser’s sole remedy. Purchaser shall indemnify and hold Seller agree that this transaction is contingent upon: (1) Purchaser obtaining financing upon terms thereof acceptable to Purchaser; and Seller’s property manager free and harmless from and against any and all costs, expenses, claims, losses or damages, liabilities and judgments (including reasonable attorneys’ fees and disbursements2) arising out of Purchaser’s inspection the simultaneous closing of the Premises, including without limitation with respect sale of land described on attached Exhibit C to the Premises, whether caused by Purchaser or its contractors, agents or employees or anyone acting by, through, under, or at the direction, of the foregoing. Without limiting the generality of the foregoing indemnity, Purchaser shall (i) remove any mechanics’ or other lien which may be recorded against the Premises by any party providing labor, materials or services at the request of Purchaser and (ii) not file or cause to be filed any application or make any request (other than inquiries of the public records) with any governmental or quasi-governmental agency prior to Closing which would or could lead to a hearing before any governmental or quasi-governmental agency or which would or could lead to a Violation or any change in zoning, parcelization, licenses, permits or other entitlements or any investigation or restriction on the use of the Property, or any part thereoffrom Snake River Vineyards.

PURCHASER'S REVIEW PERIOD. 12.1 Purchaser shall have the right to cancel this Contract for any reason in Purchaser's sole discretion, or for no reason, on or before February 8December 29, 2007 2003 (the “Outside Termination Date”"OUTSIDE TERMINATION DATE") by notice to Seller to be received by Seller on or before 3:00 P.M. Eastern Time EASTERN TIME on the Outside Termination Date (the period of time from the date hereof through and including the Outside Termination Date is herein referred to as “Purchaser’s Review Period”"PURCHASER'S REVIEW PERIOD"). If Purchaser duly cancels this Contract in accordance with this Section 12.1, this Contract shall be deemed terminated and of no further force or effect, except for the provisions expressly stated to survive the Closing, and the Deposit shall be paid returned to SellerPurchaser. If Purchaser does not duly cancel this Contract in accordance with this subparagraph or if Purchaser waives its right to cancel this Contract, (i) this Contract shall remain in full force and effect and Purchaser shall have no further right to cancel this Contract under this Section and (ii) Purchaser shall be deemed to have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any a misrepresentation, Non-Permitted Title Objection, the Proceeding or other condition actually known to Purchaser as of the Outside Termination Date, including, without limitation a misrepresentation, Non-Permitted Title Objection or any other condition which results in or could result in an Estoppel Default. During Purchaser’s 's Review Period, Purchaser may perform non-intrusive inspections of the Premises at reasonable times (at least two (2) Business Days prior written notice to Seller), subject to the rights of the Space Tenants and Seller’s 's prior consent, which consent shall not be unreasonably withheld. At least two (2) Business Days prior to performing such inspections, Purchaser shall execute, deliver and comply with the applicable requirements of the Access Agreement annexed hereto as Exhibit 9dated December 3, 2003 executed by and between Seller and Purchaser (the "Access Agreement"). After making such inspections, Purchaser, at Purchaser’s 's sole expense, shall restore the Premises to its condition prior to such inspections. Purchaser may not conduct any intrusive inspections or borings without the prior written approval of Seller, which approval may be withheld, granted or granted upon conditions, in Seller Seller's sole and absolute discretion. Purchaser shall have the right to conduct interviews with Space Tenants and the Seller’s property manager, but Purchaser may only communicate with the Space Tenants or Seller’s employees of Seller or its property manager after providing Seller with ample notice and an opportunity to have in the presence of an agent or representative of Seller present at each such interviewSeller. Purchaser acknowledges and agrees that Seller (but not Seller’s 's property manager) shall be the only party authorized to furnish Purchaser with any documents reasonably requested by Purchaser in connection with the performance of its inspections pursuant to this Section 12.1. If Purchaser fails to close the purchase of the Premises, all reports with respect to the Premises shall become the property of Seller, subject to the terms of agreements Purchaser may have with third parties. Purchaser shall indemnify and hold Seller and Seller’s 's property manager free and harmless from and against any and all costs, expenses, claims, losses or damages, liabilities and judgments (including reasonable attorneys’ ' fees and disbursements) arising out of Purchaser’s 's inspection of the Premises, including without limitation with respect to the Premises, whether caused by Purchaser or its contractors, agents or employees or anyone acting by, through, under, or at the direction, of the foregoing. Without limiting the generality of the foregoing indemnity, Purchaser shall (i) remove any mechanics’ ' or other lien which may be recorded against the Premises by any party providing labor, materials or services at the request of Purchaser and (ii) not file or cause to be filed any application or make any request (other than inquiries of the public records) with any governmental or quasi-governmental agency prior to Closing which would or could lead to a hearing before any governmental or quasi-governmental agency or which would or could lead to a Violation or any change in zoning, parcelization, licenses, permits or other entitlements or any investigation or restriction on the use of the Property, or any part thereof.