Common use of Purchaser’s Undertaking Clause in Contracts

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant or withhold in its sole discretion. Purchaser’s breach of the terms of this Section 6.2 shall constitute a material breach under this Agreement entitling Seller to exercise its rights under Section 17.2 hereof. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretion. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project Inspection, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakings pursuant to this Section 6.2 shall survive a termination of this Agreement or the Closing for a period of three (3) years and shall not be merged into any instrument of conveyance delivered at Closing.

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant Seller. In the event Purchaser desires to conduct (or withhold in its sole discretion. Purchaser’s breach cause to be conducted) any Intrusive Investigation of the terms Land or the Improvements, such as sampling of this Section 6.2 shall constitute soils, other media, building materials, or any other comparable investigation, Purchaser will provide a material breach under this Agreement entitling written scope of work to Seller describing exactly what procedures Purchaser desires to exercise its rights under Section 17.2 hereofperform. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project InspectionInspection or any Intrusive Investigation, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Except as otherwise set-forth herein, neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection or any Intrusive Investigation to any governmental or quasi-quasi- governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretiondiscretion unless required to by law to be disclosed in its capacity as a contract purchaser. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretion. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 5,000,000 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; (b) maintain workers’ compensation insurance in accordance with the applicable laws of the state in which the Land and Improvements are located; and (bc) promptly pay when due any third party costs associated with its Basic Project InspectionInspection or any Intrusive Investigation. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project InspectionInspection or any Intrusive Investigation, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection Inspection, any Intrusive Investigation or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including expenses, including, but not limited to, reasonable attorneys’ fees and court costs) costs but excluding therefrom any loss or damage directly caused by any willful or negligent act of the Seller or any such Seller Indemnified Parties (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection or Intrusive Investigation or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakings pursuant to this Section 6.2 shall survive a termination of this Agreement or the Closing for a period of three twelve (312) years months and shall not be merged into any instrument of conveyance delivered at Closing.

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections (including, but not limited to, the Basic Project Inspection and Assessment), performed at the Land or the Improvements Project pursuant to this Section 6 to be performed in a manner that does not unreasonably disturb or disrupt the tenancies Seller’s operations or business operations of the tenant(s) at the ImprovementsProject. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigationFurther, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant or withhold in its sole discretion. connection with Purchaser’s breach exercise of the terms of this Section 6.2 shall constitute a material breach under this Agreement entitling Seller to exercise its rights under Section 17.2 hereofthis Agreement, Purchaser hereby covenants and agrees to repair any damage that occurs to the Project, at Purchaser’s sole cost and expense, and to return the Project to substantially the same condition as existed immediately prior to the execution of this Agreement. Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall cause its agents and contractors to obtain and maintain the following insurance coverage and shall deliver to Seller may withhold its consent to any Intrusive Investigation evidence of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretion. Purchaser and Purchaser’s Representatives shallfollowing insurance coverage: (a) maintain comprehensive commercial general liability (occurrence) insurance from an insurer reasonably acceptable to Seller in an the amount of not less than One Million and No/100 Dollars ($2,000,000.00 covering any accident arising in connection with the presence of Purchaser 1,000,000.00) per occurrence, Two Million and Purchaser’s Representatives at the Land No/100 Dollars ($2,000,000.00) general aggregate, for personal injury and the Improvements and the performance of any investigationsproperty damage per occurrence, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory such policy to Seller), naming name Seller as an additional insured thereunderparty, verifying the existence of such which insurance shall provide coverage to Seller prior to entry upon the Land against any claim for personal liability or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any property damage to the Land or the Improvements resulting from the Basic Project Inspection, and, to the extent caused by Purchaser or Purchaser’s Representatives alterits agents, modify, disturb employees or change the condition of the Land or the Improvements as part of the Basic Project Inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land contractors in connection with such inspections and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably requiredtests. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result ofof any damage caused at, to, in, or at the Project as a result of (i) any injury to persons or property damage caused by or resulting from the Basic Project Inspection, the Assessment or any other inspections, tests and/or assessments conducted by Purchaser, its agents, representatives or environmental consultants, or (ii) construction liens filed or asserted in connection with the Basic Project Inspection, the Assessment or any other inspections, tests and/or assessments conducted by Purchaser, its agents, representatives or environmental consultants; provided, however, that in no event shall Purchaser’s indemnification obligations hereunder be applicable to any loss, damage, claim, cause of action, judgment, damage, cost or expense incurred in connection with or arising from or out of (x) the acts or omissions of Seller or its partners, shareholders, officers, members, directors, agents or employees, or (y) any pre-existing condition at the Project, except to the extent the Basic Project Inspection Inspection, the Assessment or any other inspections, tests and/or assessments conducted by Purchaser’s , its agents, representatives or Purchaser’s Representatives entry upon the Land or the Improvements hereunderenvironmental consultants exacerbate such pre-existing conditions. Purchaser’s undertakings pursuant to this Section 6.2 6(c) shall indefinitely survive a the Closing or termination of this Agreement or the Closing for a period of three (3) years and shall not be merged into any instrument of conveyance delivered at ClosingAgreement.

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant Seller. In the event Purchaser desires to conduct (or withhold in its sole discretion. Purchaser’s breach cause to be conducted) any Intrusive Investigation of the terms Land or the Improvements, such as sampling of this Section 6.2 shall constitute soils, other media, building materials, or the other comparable investigation (but excluding air quality sampling), Purchaser will provide a material breach under this Agreement entitling written scope of work to Seller describing exactly what procedures Purchaser desires to exercise its rights under Section 17.2 hereofperform. Seller may withhold shall not unreasonably withhold, condition or delay its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretionproposed by Purchaser. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures set forth in this Section 6.2 and with any and all applicable laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvementsregulations. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion, except as may be required by law or court order. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretionreports. Purchaser and or Purchaser’s Representatives conducting inspection activities on site at the Property shall: (a) maintain comprehensive commercial general liability (occurrence) insurance in an amount of not less than $2,000,000.00 2,000,000 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project Inspection, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunderhereunder (provided that Purchaser shall have no liability for merely discovering pre-existing conditions). Purchaser’s undertakings pursuant to this Section 6.2 shall survive a termination of this Agreement or the Closing for a period of three two (32) years and shall not be merged into any instrument of conveyance delivered at Closing.

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller Seller, which Seller may grant or withhold in its sole discretion. Purchaser’s breach of the terms of this Section 6.2 consent shall constitute a material breach under this Agreement entitling Seller to exercise its rights under Section 17.2 hereof. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretionnot be unreasonably withheld. Purchaser and Purchaser’s Representatives employees, third party consultants, lenders, engineers, accountants and attorneys (collectively, “Purchaser’s Representatives”) shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all applicable laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvementsregulations. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except Except to the extent required by any applicable statute, law, regulation or governmental authority in its capacity as a contract purchaser (i.e. not an owner), prior to the Closing, neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection or any Intrusive Investigation to any governmental or quasi-governmental authority under any circumstances without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. If this transaction fails to close for any reason other than due to Seller’s default, Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretionwithout any representation or warranty regarding the accuracy thereof. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 2,000,000 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and Purchaser shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project InspectionInspection or any Intrusive Investigation, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection Inspection, any Intrusive investigation or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection Inspection, any Intrusive Investigation or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakings pursuant to this Section 6.2 shall indefinitely survive a termination of this Agreement or the Closing for a period of three (3) years and shall not be merged into any instrument of conveyance delivered at Closing. Notwithstanding anything to the contrary in this Section 6.2, Purchaser’s indemnification obligations under this Section 6.2 shall not apply to (a) any loss arising from Seller’s own negligence or willful misconduct or (b) Purchaser’s discovery of existing conditions on the Property, except to the extent that Purchaser, or any party acting on behalf of Purchaser, exacerbates or aggravates any such existing condition.

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant Seller. In the event Purchaser desires to conduct (or withhold in its sole discretion. Purchaser’s breach cause to be conducted) any Intrusive Investigation of the terms Land or the Improvements, such as sampling of this Section 6.2 shall constitute soils, other media, building materials, or any other comparable investigation, Purchaser will provide a material breach under this Agreement entitling written scope of work to Seller describing exactly what procedures Purchaser desires to exercise its rights under Section 17.2 hereofperform. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project InspectionInspection or any Intrusive Investigation, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Except as otherwise set-forth herein, neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection or any Intrusive Investigation to any governmental or quasi-governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests discretion unless required to receive copies of such reports by law to be disclosed in its sole and absolute discretioncapacity as a contract purchaser. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 5,000,000 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project Inspection, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakings pursuant to this Section 6.2 shall survive a termination of this Agreement or the Closing for a period of three (3) years and shall not be merged into any instrument of conveyance delivered at Closing.;

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant Seller. In the event Purchaser desires to conduct (or withhold in its sole discretion. Purchaser’s breach cause to be conducted) any Intrusive Investigation of the terms Land or the Improvements, such as sampling of this Section 6.2 shall constitute soils, other media, building materials, or the other comparable investigation, Purchaser will provide a material breach under this Agreement entitling written scope of work to Seller describing exactly what procedures Purchaser desires to exercise its rights under Section 17.2 hereofperform. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except to the extent circumstances, unless required by any applicable statutelaw in its capacity as contract purchaser, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretion. Purchaser and Purchaser’s Representatives shall: (a) together maintain comprehensive general liability (occurrence) insurance in an amount .amount of not less than $2,000,000.00 2,000,000 Agreement of Purchase and Sale — 1000 Xxxxxxxx Xxxxxx Xxxxx Xx. Prospect IL(7) covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project Inspection, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakings pursuant to this Section 6.2 shall indefinitely survive a termination of this Agreement or the Closing for a period of three (3) years and shall not be merged into any instrument of conveyance delivered at Closing.

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller Seller, which Seller may grant or withhold in its sole discretion. Purchaser’s breach of the terms of this Section 6.2 consent shall constitute a material breach under this Agreement entitling Seller to exercise its rights under Section 17.2 hereof. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretionnot be unreasonably withheld. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all applicable laws, ordinances, rules, and regulations regulations. Except to the extent required by any applicable to any statute, law, regulation or all of such proceduresgovernmental authority in its capacity as a contract purchaser (i.e. not an owner), the Land and the Improvements. Neither neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. If this transaction fails to close for any reason other than due to Seller’s default, Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretionwithout any representation or warranty regarding the accuracy thereof. Purchaser and or Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 1,000,000 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project Inspection, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, liens, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection Inspection, Purchaser’s Intrusive Inspection, or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakings pursuant to this Section 6.2 shall indefinitely survive a termination of this Agreement or the Closing for a period of three (3) years and shall not be merged into any instrument of conveyance delivered at Closing.

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller Seller, which Seller may grant or withhold in its sole discretion. Purchaser’s breach of the terms of this Section 6.2 consent shall constitute a material breach under this Agreement entitling Seller to exercise its rights under Section 17.2 hereof. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretionnot be unreasonably withheld. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all applicable laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvementsregulations. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except Except to the extent required by any applicable statute, law, regulation or governmental authority in its capacity as a contract purchaser (i.e. not an owner), neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection or any Intrusive Investigation to any governmental or quasi-governmental authority under any circumstances without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. If this transaction fails to close for any reason other than due to Seller’s default, Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretionwithout any representation or warranty regarding the accuracy thereof. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 2,000,000 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of while performing any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project InspectionInspection or any Intrusive Investigation, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection Inspection, any Intrusive investigation or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection Inspection, any Intrusive Investigation or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakings pursuant to this Section 6.2 shall indefinitely survive a termination of this Agreement or the Closing for a period of three (3) years and shall not be merged into any instrument of conveyance delivered at Closing.

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be ----------------------- conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “"Intrusive Investigation”") as part of its Basic Project Inspection inspections or otherwise without obtaining the prior written consent of Seller which Seller may grant Seller. In the event Purchaser desires to conduct (or withhold in its sole discretion. Purchaser’s breach cause to be conducted) any Intrusive Investigation of the terms Land or the Improvements, such as sampling of this Section 6.2 shall constitute soils, other media, building materials, or the other comparable investigation, Purchaser will provide a material breach under this Agreement entitling written scope of work to Seller describing exactly what procedures Purchaser desires to exercise its rights under Section 17.2 hereofperform. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s 's Representatives shall, in performing its Basic Project Inspectioninvestigations, studies and examinations, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Purchaser nor Purchaser’s 's Representatives shall report the results of the Basic Project Inspection its investigations to any governmental or quasi-governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s 's express written consent, which consent may be withheld in Seller’s 's sole discretion. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection its inspections promptly after Purchaser’s 's receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretionreports. Purchaser and Purchaser’s 's Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 1,000,000 covering any accident arising in connection with the presence of Purchaser and Purchaser’s 's Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspectioninvestigations. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s 's sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project Inspectionits investigations, studies and examinations, and, to the extent Purchaser or Purchaser’s 's Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection or otherwisesuch investigations, studies and examinations, Purchaser shall, at Purchaser’s 's sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s 's affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “"Seller Indemnified Parties”") harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ ' fees and court costs) (collectively, “"Losses”") that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection 's investigations, studies and examinations or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunderany Freezer Investigations (as hereinafter defined). Purchaser’s 's undertakings pursuant to this Section 6.2 shall indefinitely survive a termination of this Agreement or the Closing for a period of three (3) years and shall not be merged into any instrument of conveyance delivered at Closing.

Purchaser’s Undertaking. Purchaser hereby covenants Prior to conducting any and agrees that it shall cause all Basic Property Inspections at the Land or the Improvements, including any and all studies, investigations and inspections performed inspections, Purchaser or Purchaser’s Representatives, as applicable, shall provide a certificate of insurance evidencing that any such party conducting the Basic Property Inspections at the Land or the Improvements to be performed has in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant or withhold in its sole discretion. Purchaser’s breach of the terms of this Section 6.2 shall constitute a material breach under this Agreement entitling Seller to exercise its rights under Section 17.2 hereof. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretion. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive place commercial general liability (occurrence) insurance in an amount of not less than $2,000,000.00 1,000,000 per occurrence and $3,000,000 aggregate, worker’s compensation insurance as required by statute and automobile liability insurance in an amount of not less than $1,000,000 per occurrence and $3,000,000 aggregate, if applicable, for their activities on the Land and Improvements covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at on the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and which liability insurance shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming name Seller as an additional insured thereunder. Purchaser will bear the cost of all such studies, verifying inspections and/or investigations and shall furnish Seller with true and complete copies of all reports and/or inspection results received by Purchaser in connection with Purchaser’s investigations of the existence Property including written reports regarding the physical condition of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due Improvements that it receives from any third party costs associated with its Basic Project Inspectionparties performing any such inspections and tests within five (5) business days of receipt of same. If Purchaser’s obligations hereunder shall survive the termination of this Agreement is terminated and Closing. During all such studies, investigations and inspections of the Land and Improvements a representative of Seller shall be present, unless waived by Seller, and Purchaser does not purchase the Property hereby covenants and prior to agrees, on behalf of itself and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole costRepresentatives, repair any damage to the Land or the Improvements resulting from the Basic Project Inspectionthat in conducting all studies, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition investigations and inspections of the Land or the Improvements as permitted by this Section 6, Purchaser and Purchaser’s Representatives shall: (a) comply with Seller’s safety and conduct policies now in effect, (b) not disturb any employees, tenants, occupants or patients of Seller or their respective employees, tenants, occupants or patients, (c) not interfere with the use, operation and maintenance of the Property, (d) not damage any part of the Property or any personal property owned or held by any tenant, occupant or other third party, (e) not injure or otherwise cause bodily harm to Seller, or Seller’s respective agents, guests, invitees, contractors (of any tier) and employees or any tenants, occupants or their guests or invitees, (f) comply with all applicable laws, (g) promptly pay when due all costs of all study, investigation, inspection and other Basic Project Property Inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore activities permitted by this Section 6 with regard to the Land and Improvements, (h) repair any physical damage to the Improvements Property resulting from all study, investigation, inspection and other Basic Property Inspection activities permitted by this Section 6 and (i) not reveal or disclose prior to substantially Closing any information obtained during the same condition Inspection Period or any extension thereof concerning the Property to anyone other than the Permitted Outside Parties (as defined below), in which accordance with the same were found before such alterationconfidentiality standards set forth below, modification, disturbance or change, including any repairs, replacements or painting except as is reasonably requiredmay be otherwise required by law. Purchaser shall and hereby indemnifiesdoes agree to indemnify, protectsprotect, defends defend and holds hold Seller, Seller’s affiliates, insurers, their respective partners, shareholders, officers and directors, Seller’s tenant’s, occupants, agents, guest, invitees, contractors (of any tier) and employees, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all liabilities, losses, damages, liens, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ attorney’s fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection or Purchaser’s arising from the exercise by Purchaser or Purchaser’s Representatives entry upon the Land or the Improvements hereunderof its Basic Property Inspection rights and other rights and activities permitted in this Section 6. Purchaser’s undertakings pursuant to this Section 6.2 6 shall indefinitely survive a the Closing or termination of this Agreement or the Closing for a period of three (3) years and shall not be merged into any instrument of conveyance delivered at Closing.

Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at Without prejudice to the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations right of the tenant(sPurchaser or a member of the Purchaser's Group to bring a Warranty Claim pursuant to Warranty 5.5, the Purchaser undertakes to Ergon (for itself and as trustee for each other member of the ICI Group) at the Improvements. Purchaser shall not conduct to fulfil (or cause to be conducted) any physically intrusive investigation, examination or study procure fulfilment by the relevant member of the Land Purchaser's Group) after Completion as far as reasonably practicable all the unexpired or the Improvements undischarged obligations (but excluding any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant or withhold in its sole discretion. Purchaser’s breach of the terms of this Section 6.2 shall constitute a material breach under this Agreement entitling Seller to exercise its rights under Section 17.2 hereof. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except obligation to the extent required by that it is an Ergon Contractual Obligation) of Ergon (or the relevant member of the ICI Group) under all guarantees and indemnities which Ergon (or the relevant member of the ICI Group) has given solely in respect of Back to Contents any applicable statutegoods or services sold and/or provided from and after Completion in connection with the Business in the ordinary course and which in turn require or may require repairs, law, regulation replacement or governmental authority without obtaining Seller’s express written consent, which consent may remedial works to be withheld in Seller’s sole discretioncarried out. The Purchaser shall provide Seller with copies of any (or shall procure that the relevant Purchasing Company shall) indemnify Ergon (for itself and all final, third party reports prepared on behalf of Purchaser as part trustee for each other member of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1ICI Group) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretion. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 covering any accident against all Losses arising in connection with the presence payments made or liabilities incurred under or pursuant to such guarantees or indemnities in respect of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, obligations arising under any Exclusive Business Contract (but excluding any such part that relates to an Ergon Contractual Obligation) from and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. If this Agreement is terminated and Purchaser does not purchase the Property and prior to and as a condition precedent to Purchaser obtaining the Deposit from Escrow Holder, Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project Inspection, and, after Completion other than to the extent Purchaser such Losses constitute or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to substantially the same condition in which the same were found before such alteration, modification, disturbance or change, including any repairs, replacements or painting as is reasonably required. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or arise in connection with any Retained Liabilities or is a liability, obligation or commitment which is required to be performed or discharged or procured to be performed or discharged by Ergon or another member of the ICI Group expressly under the terms of the Transaction Documents. For the avoidance of doubt, the obligations of the Purchaser and the other members of the Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakings 's Group pursuant to this Section 6.2 shall survive a termination of this Agreement or the Closing for a period of three (3) years and Clause 11.5 shall not be merged into any instrument of conveyance delivered at Closingconstitute Unclassified Liabilities.