Common use of Access to the Property Clause in Contracts

Access to the Property. (a) Provided Purchaser has delivered evidence of Purchaser’s Liability Insurance to Seller and Seller has approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Seller will allow Purchaser and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Purchaser’s Representatives”) to enter upon the Property prior to the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants) and without material interruption of the Seller’s management of the Property or any Tenant’s use of its premises or the Property for the purpose of updating surveys, inspections, engineering studies, environmental assessments and any other tests, examinations or studies which Purchaser may reasonably deem necessary and to inspect the Property and all books, records and accounts relating to the operation thereof (collectively, “Investigations”), at reasonable times upon reasonable notice (which for all events shall be at least two (2) Business Days’ prior notice). Purchaser shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, Seller’s prior written consent (which shall not be unreasonably withheld) shall be required for any Investigations which involve invasive or destructive testing of the Property (or any portion thereof and including, without limitation, any boring of the Property in connection with an environmental audit or otherwise) or any alteration of the Property (or any portion thereof). In the event Seller does provide its consent to any such invasive testing or alteration, Purchaser shall promptly restore the Property to its condition immediately prior to, as applicable, such test or alteration. Purchaser shall provide Seller with evidence that applicable contractors have named Seller as an additional insured to their respective insurance policies, which insurance policies must be approved by Seller in its reasonable discretion. Purchaser shall (i) fully comply with all laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith, (ii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or the Tenants (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (iii) permit Seller to have one or more representatives present during all Investigations undertaken hereunder. Purchaser hereby agrees to indemnify, defend and hold harmless the Indemnified Seller Persons from and against any and all Losses suffered or incurred by Seller or any of such other entities or persons and arising out of or in connection with (i) Purchaser’s and/or Purchaser’s Representatives’ entry upon the Property, (ii) any Investigations and other activities conducted on the Property by Purchaser or Purchaser’s Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of any and all Investigations and other activities undertaken by Purchaser or Purchaser’s Representatives except to the extent caused by such other entities or persons; provided, however, Purchaser shall have no such indemnity, defense or hold harmless obligations with respect to Losses caused by Purchaser’s mere discovery of information respecting the Property. Purchaser shall procure, prior to entry upon the Property, and maintain for at least six (6) months after the Closing or earlier termination of this Agreement commercial general liability insurance covering Purchaser, Seller and the Property on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than Five Million and No/100 Dollars ($5,000,000.00) per occurrence issued by companies and in form and substance reasonably satisfactory to Seller (“Purchaser’s Liability Insurance”). All of Purchaser’s Liability Insurance shall be primary and not contributing with any insurance maintained by Seller to the extent of Purchaser’s indemnity contained in this Section 6.03(a). Seller shall be named as an additional insured under all of Purchaser’s Liability Insurance and Seller shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The indemnity and covenants of Purchaser set forth in this Section 6.03(a) shall survive the Closing or termination of this Agreement.

Access to the Property. (a) Provided Purchaser Buyer has delivered evidence of PurchaserBuyer’s Liability Insurance (as hereinafter defined) to Seller Sellers and Seller has Sellers have approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Sellers will allow Purchaser Buyer and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Purchaser’s Buyer Representatives”) to enter upon the Property ), prior to the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of TenantsTenants under their Leases), to enter upon the Properties (i) and without material interruption of the Seller’s management of the Property or any Tenant’s use of its premises or the Property for the purpose of updating performing surveys, physical inspections, engineering studies, studies and environmental assessments and any other tests, examinations or studies which Purchaser Buyer may reasonably deem necessary and to inspect the Property and all books, records and accounts relating to the operation thereof desire (collectively, “Investigations”), at reasonable times upon reasonable notice (which for all events shall be at least two (2) Business Days’ prior notice). Purchaser Buyer shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, without Seller’s prior written consent (approval, which shall not be unreasonably withheld) , conditioned or delayed, Buyer shall not be required for permitted to conduct any Investigations which involve invasive or destructive testing of the Property Properties (or any portion thereof and including, without limitation, any boring of the Property Properties in connection with an environmental audit or otherwise) or any alteration of the Property Properties (or any portion thereof). In the event Seller does Sellers do provide its their consent to any such invasive testing or alteration, Purchaser Buyer shall promptly restore the applicable Property to its condition immediately prior to, as applicable, to such test or alteration. Purchaser Buyer shall provide Seller Sellers with evidence that applicable contractors have named Seller Sellers and The Mxxx Xxxxxxx Company (the “Manager”) as an additional insured to insureds in their respective insurance policies, which insurance policies must be approved by Seller Sellers in its their reasonable discretiondiscretion and maintained through the Closing Date. Purchaser Buyer shall (ix) fully comply with all laws, rules and regulations applicable to Property Properties and/or the Investigations and all other activities undertaken in connection therewith, (iiy) not interfere with the use, occupancy, management, maintenance or operation of the Property Properties (or any portion thereof) by Seller or Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (iiiz) permit Seller Sellers to have one or more representatives a representative present during all Investigations undertaken hereunder. Purchaser With at least two (2) Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby agrees to indemnify, defend and hold harmless the Indemnified Seller Persons Sellers, Manager and each other Released Party (as hereafter defined) from and against any and all Losses loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Seller Sellers, Manager or any of such other entities or persons Released Party and arising out of or in connection with (iI) PurchaserBuyer and/or Buyer’s and/or Purchaser’s Representatives’ representatives entry upon the PropertyProperties, (iiII) any Investigations and other activities conducted on the Property Properties by Purchaser Buyer or PurchaserBuyer’s Representativesrepresentatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions), and (iiiIII) any liens or encumbrances filed or recorded against the any Property as a consequence of any and all Investigations and other activities undertaken by Purchaser Buyer or PurchaserBuyer’s Representatives except to the extent caused by such other entities or persons; provided, however, Purchaser shall have no such indemnity, defense or hold harmless obligations with respect to Losses caused by Purchaser’s mere discovery of information respecting the Propertyrepresentatives. Purchaser Buyer shall procure, prior to entry upon the PropertyProperties, and maintain for at least six one (61) months year after the Closing or earlier termination of this Agreement Effective Date commercial general liability insurance covering PurchaserBuyer, Seller Sellers, Manager and the Property Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than Five Million and No/100 Dollars ($5,000,000.00) **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Seller Sellers (“PurchaserBuyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of PurchaserBuyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Seller Sellers or Manager to the extent of PurchaserBuyer’s indemnity contained in this Section 6.03(a)3.7. Seller Sellers and Manager shall be named as an additional insured insureds under all of PurchaserBuyer’s General Liability Insurance and Seller Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity and covenants of Purchaser set forth in this Section 6.03(a) 3.7 shall survive the Closing or and/or the termination of this AgreementAgreement until the Survival Date set forth in Section 24.9(a) hereof.

Access to the Property. (a) Provided Purchaser has delivered evidence of Purchaser’s Liability Insurance to Seller and Seller has approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), 6.3.1 Seller will allow Purchaser and its employees, agents, prospective lenders, attorneys, contractors contractors, and representatives (collectively, “Purchaser’s Representatives”) to enter upon the Property ), prior to the Closing Due Diligence Date at reasonable times during normal business hours upon two twenty-four (224) Business Dayshours’ prior notice (but subject to the rights of TenantsSubtenants under their applicable Dealer Leases) and without material interruption of the Seller’s management of the Property or any Tenant’s use of its premises interference with Subtenants, residents, occupants or employees at the Property, to enter upon the Property (i) for the purpose of updating surveysSurveys, inspections, engineering studies, Phase I environmental assessments and any other non-invasive tests, structural examinations or studies which Purchaser may reasonably deem necessary and (ii) to inspect the Property and and, to the extent permitted by law, all books, records and accounts relating to the operation thereof (collectively, clauses (i) and (ii), the “Investigations”), at reasonable times upon reasonable notice (which for all events shall be at least two (2) Business Days’ prior notice). Purchaser shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, Seller’s prior written consent (which shall not consent may be unreasonably withheldgranted or withheld in Seller’s sole and absolute discretion) shall be required for any Investigations which involve invasive or destructive testing of the Property (or any portion thereof and including, without limitation, any Phase II environmental assessments or boring of the Property in connection with an environmental audit or otherwise) or any alteration of the Property (or any portion thereof). In the event Seller does provide its consent to any such invasive testing or alteration, Purchaser shall promptly restore the Property to its condition immediately prior to, as applicable, such test or alteration. Purchaser shall provide Seller with evidence that applicable contractors have named Seller as an additional insured to their respective insurance policies, which insurance policies must be approved by Seller in its reasonable discretiondiscretion and maintained through the Closing Date. Purchaser shall (i) fully comply with all laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith, (ii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or the Tenants Subtenants under the Dealer Leases (or any of their respective agents, representatives, residents, occupants, guests, invitees, contractors, or employees), and (iii) schedule all such Investigations at Seller’s convenience and shall permit Seller to have one or more representatives a representative present during all Investigations undertaken hereunder. Purchaser hereby agrees to indemnify, defend and hold harmless the Indemnified Seller Persons and each other Released Party (as such term is defined in Section 11.2) from and against any and all Losses loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Seller or any of such other entities or persons Released Party and arising out of or in connection with (i) Purchaser’s Purchaser and/or Purchaser’s Representatives’ Representatives entry upon the Property, (ii) any Investigations and other activities conducted on with respect to the Property by Purchaser or Purchaser’s Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of any and all Investigations and other activities undertaken by Purchaser or Purchaser’s Representatives except to the extent caused by such other entities or persons; provided, however, Purchaser shall have no such indemnity, defense or hold harmless obligations with respect to Losses caused by Purchaser’s mere discovery of information respecting the PropertyRepresentatives. Purchaser shall procure, prior to entry upon the Property, and maintain for at least six (6) months after the Closing or earlier termination The provisions of this Agreement commercial general liability insurance covering Purchaser, Seller and Section 6.3.1 shall not in any way be deemed to amend the Property on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage provisions of not less than Five Million and No/100 Dollars ($5,000,000.00) per occurrence issued by companies and in form and substance reasonably satisfactory to Seller (“Purchaser’s Liability Insurance”). All of Purchaser’s Liability Insurance shall be primary and not contributing with any insurance maintained by Seller to the extent of Purchaser’s indemnity contained in this Section 6.03(a). Seller shall be named as an additional insured under all of Purchaser’s Liability Insurance and Seller shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverageArticle 11. The indemnity and covenants of Purchaser set forth in this Section 6.03(a) 6.3.1 shall survive the Closing or and/or the termination of this AgreementAgreement until the Survival Date (as such term is defined in Section 26.1) set forth in Section 26.1.

Access to the Property. (a) Provided Following the Effective Date, Purchaser has delivered evidence shall have the right, subject to the remainder of this Section 4.2 and subject to the Lease, to access the Property solely for the benefit of Purchaser and those acting on behalf of Purchaser, actually or prospectively, for the purpose of examining the same in anticipation of its ownership of the Property, including, without limitation, to perform environmental testing; provided, however, that such access shall not be a basis for evaluating the purchase and sale herein agreed to by Purchaser nor give rise to a contingency or condition to the performance of Purchaser’s Liability Insurance obligations hereunder. In the case of any such entry, Purchaser shall: (i) in all events give at least forty-eight (48) hours’ telephonic advance notice to Seller so that Seller may, at its option, have a representative designated by Seller present during each visit to the Property; and Seller has approved (ii) use commercially reasonable efforts to minimize any interference with the same (which approval use or operation of the Property. Purchaser shall not be unreasonably withheld, conditioned or delayedperform any environmental testing without first advising Seller of the nature and scope of the test(s), Seller will allow Purchaser and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Purchaser’s Representatives”) the entity performing the test(s). Any such access shall be limited to enter upon the Property prior to the Closing Date at reasonable times during normal business hours upon two unless otherwise approved by Tenant and Purchaser shall cooperate with any reasonable request by Seller in connection with the timing of any such access. The results of any such inspection (2) Business Days’ prior notice (but subject whether evidencing latent or patent defects in the Property or the existence or nonexistence of hazardous materials), or any information or matter discovered by Purchaser relating to the rights of Tenants) Tenant or the Lease, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and without material interruption of restrictions affecting the Seller’s management Property, air quality, the utilities serving the Property, any zoning, environmental or building laws, rules or regulations affecting the Property, the use or occupancy of the Property or any Tenant’s use part thereof, the suitability of its premises or the Property for as the purpose subject of updating surveysa cooperative or condominium conversion, inspections, engineering studies, environmental assessments and any other tests, examinations or studies otherwise disclosing a condition which Purchaser may reasonably deem necessary and to inspect the Property and all books, records and accounts relating to the operation thereof (collectively, “Investigations”), at reasonable times upon reasonable notice (which for all events shall be at least two (2) Business Days’ prior notice). Purchaser shall be solely responsible for all of the costs and expenses is undesirable or in violation of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoinglaw or governmental rule, Seller’s prior written consent (which regulation, ordinance or order shall not be unreasonably withheld) shall be required grounds for any Investigations which involve invasive or destructive testing modification of the Property respective obligations of Seller and Purchaser hereunder or for any amendment or modification of this Agreement. In the event Purchaser discovers a preexisting condition at the Property, Purchaser hereby covenants that it shall not disclose such condition to any person other than Purchaser's consultants, attorneys, advisors, employees, accountants, rating agencies, financiers, investors, joint venture partners, potential lenders, potential insurance companies, and any of their affiliated entities unless Purchaser is required to disclose the discovery of such existing conditions to Tenant pursuant to the Lease or a governmental authority pursuant to applicable law (and Purchaser shall immediately notify Seller of such pending disclosure and provide Seller an opportunity to minimize such disclosure). Further, and notwithstanding anything to the contrary set forth above, Purchaser or any portion thereof sponsored entity of Purchaser and Seller may disclose any of such information if required in litigation, if any (whether arising out of this Agreement or otherwise) or if required by law (including, without limitation, any boring rule or regulation of the Property in connection with an environmental audit or otherwise) or any alteration of the Property Securities and Exchange Commission). Purchaser has furnished (or any portion thereof). In the event caused to be furnished) to Seller does provide a certificate naming Seller (and its consent to any such invasive testing or alteration, Purchaser shall promptly restore the Property to its condition immediately prior to, property manager) as applicable, such test or alteration. Purchaser shall provide Seller with evidence that applicable contractors have named Seller as an additional insured to their respective insurance policies, which insurance policies must be approved by Seller in its reasonable discretion. Purchaser shall (i) fully comply with all laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith, (ii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or the Tenants (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (iii) permit Seller to have one or more representatives present during all Investigations undertaken hereunder. Purchaser hereby agrees to indemnify, defend and hold harmless the Indemnified Seller Persons from and against any and all Losses suffered or incurred by Seller or any of such other entities or persons and arising out of or in connection with (i) insureds on Purchaser’s and/or Purchaseror its agent’s Representatives’ entry upon the Property, (ii) any Investigations and other activities conducted on the Property by Purchaser or Purchaser’s Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of any and all Investigations and other activities undertaken by Purchaser or Purchaser’s Representatives except to the extent caused by such other entities or persons; provided, however, Purchaser shall have no such indemnity, defense or hold harmless obligations with respect to Losses caused by Purchaser’s mere discovery of information respecting the Property. Purchaser shall procure, prior to entry upon the Property, and maintain for at least six (6) months after the Closing or earlier termination of this Agreement commercial general liability insurance covering Purchaser, Seller and the Property on an occurrence, policy as opposed reasonably approved by Seller. Purchaser agrees to claims made, basis and providing maintain such coverage for a combined single limit for bodily injury and property damage of not less than Five Million and No/100 Dollars ($5,000,000.00) per occurrence issued by companies and so long as this Agreement remains in form and substance reasonably satisfactory to Seller (“Purchaser’s Liability Insurance”). All of Purchaser’s Liability Insurance shall be primary and not contributing with any insurance maintained by Seller to the extent of Purchaser’s indemnity contained in this Section 6.03(a). Seller shall be named as an additional insured under all of Purchaser’s Liability Insurance and Seller shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The indemnity and covenants of Purchaser set forth in this Section 6.03(a) shall survive the Closing or termination of this Agreementeffect.

Access to the Property. (a) 6.3.1 Provided Purchaser has delivered evidence of Purchaser’s Liability Insurance (as hereinafter defined) to Seller and Seller has approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Seller will allow Purchaser and its employees, agents, prospective lenders, attorneys, contractors contractors, and representatives (collectively, “Purchaser’s Representatives”) to enter upon the Property ), prior to the Closing Due Diligence Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of TenantsSubtenant under the Subleases) and without material interruption of the Seller’s management of the Property or any Tenant’s use of its premises interference with Subtenant, residents, occupants or employees at the Property, to enter upon the Property (i) for the purpose of updating surveysSurveys, inspections, engineering studies, Phase I environmental assessments and any other non-invasive tests, structural examinations or studies which Purchaser may reasonably deem necessary necessary, and (ii) to inspect the Property and and, to the extent permitted by law, all books, records and accounts relating to the operation thereof (collectively, clauses (i) and (ii), the “Investigations”), at reasonable times upon reasonable notice (which for all events shall be at least two (2) Business Days’ prior notice). Purchaser shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, Seller’s prior written consent (which shall not consent may be unreasonably withheldgranted or withheld in Seller’s sole and absolute discretion) shall be required for any Investigations which involve invasive or destructive testing of the Property (or any portion thereof and including, without limitation, any Phase II environmental assessments or boring of the Property in connection with an environmental audit or otherwise) or any alteration of the Property (or any portion thereof). In the event Seller does provide its consent to any such invasive testing or alteration, Purchaser shall promptly restore the Property to its condition immediately prior to, as applicable, such test or alteration. Purchaser shall provide Seller with evidence that applicable contractors have named Seller as an additional insured to their respective insurance policies, which insurance policies must be approved by Seller in its reasonable discretion. Purchaser shall (i) fully comply with all laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith, (ii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or Subtenant under that certain (i) Commercial Lease Agreement, dated as of October 1, 2021, between Subtenant and Seller, and (ii) Commercial Lease Agreement, dated as of October 1, 2021, between Subtenant and Seller (collectively, the Tenants “Subleases”) (or any of their respective agents, representatives, residents, occupants, guests, invitees, contractors, or employees), and (iii) schedule all such Investigations at Seller’s convenience and shall permit Seller to have one or more representatives a representative present during all Investigations undertaken hereunder. Purchaser hereby agrees to indemnify, defend and hold harmless the Indemnified Seller Persons from and against any and all Losses suffered or incurred by Seller or any of such other entities or persons and arising out of or in connection with (i) Purchaser’s and/or Purchaser’s Representatives’ entry upon the Property, (ii) any Investigations and other activities conducted on the Property by Purchaser or Purchaser’s Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of any and all Investigations and other activities undertaken by Purchaser or Purchaser’s Representatives except to the extent caused by such other entities or persons; provided, however, Purchaser shall have no such indemnity, defense or hold harmless obligations with respect to Losses caused by Purchaser’s mere discovery of information respecting the Property. Purchaser shall procure, prior to entry upon the Property, and maintain for at least six (6) months after the Closing or earlier termination of this Agreement commercial general liability insurance covering Purchaser, Seller and the Property on an occurrence, each other Released Party (as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than Five Million and No/100 Dollars ($5,000,000.00) per occurrence issued by companies and in form and substance reasonably satisfactory to Seller (“Purchaser’s Liability Insurance”). All of Purchaser’s Liability Insurance shall be primary and not contributing with any insurance maintained by Seller to the extent of Purchaser’s indemnity contained in this Section 6.03(a). Seller shall be named as an additional insured under all of Purchaser’s Liability Insurance and Seller shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The indemnity and covenants of Purchaser set forth in this Section 6.03(a) shall survive the Closing or termination of this Agreement.term is

Access to the Property. (a) Provided Purchaser Buyer has delivered evidence of PurchaserBuyer’s Liability Insurance (as hereinafter defined) to Seller Sellers and Seller has Sellers have approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Sellers will allow Purchaser Buyer and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Purchaser’s Buyer Representatives”) to enter upon the Property ), prior to the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of TenantsTenants under their Leases), to enter upon the Properties (i) and without material interruption of the Seller’s management of the Property or any Tenant’s use of its premises or the Property for the purpose of updating performing surveys, physical inspections, engineering studies, studies and environmental assessments and any other tests, examinations or studies which Purchaser Buyer may reasonably deem necessary and to inspect the Property and all books, records and accounts relating to the operation thereof desire (collectively, “Investigations”), at reasonable times upon reasonable notice (which for all events shall be at least two (2) Business Days’ prior notice). Purchaser Buyer shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, without Seller’s prior written consent (approval, which shall not be unreasonably withheld) , conditioned or delayed, Buyer shall not be required for permitted to conduct any Investigations which involve invasive or destructive testing of the Property Properties (or any portion thereof and including, without limitation, any boring of the Property Properties in connection with an environmental audit or otherwise) or any alteration of the Property Properties (or any portion thereof). In the event Seller does Sellers do provide its their consent to any such invasive testing or alteration, Purchaser Buyer shall promptly restore the applicable Property to its condition immediately prior to, as applicable, to such test or alteration. Purchaser Buyer shall provide Seller Sellers with evidence that applicable contractors have named Seller Sellers and The Xxxx Xxxxxxx Company (the “Manager”) as an additional insured to insureds in their respective insurance policies, which insurance policies must be approved by Seller Sellers in its their reasonable discretiondiscretion and maintained through the Closing Date. Purchaser Buyer shall (ix) fully comply with all laws, rules and regulations applicable to Property Properties and/or the Investigations and all other activities undertaken in connection therewith, (iiy) not interfere with the use, occupancy, management, maintenance or operation of the Property Properties (or any portion thereof) by Seller or Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (iiiz) permit Seller Sellers to have one or more representatives a representative present during all Investigations undertaken hereunder. Purchaser With at least two (2) Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby agrees to indemnify, defend and hold harmless the Indemnified Seller Persons Sellers, Manager and each other Released Party (as hereafter defined) from and against any and all Losses loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Seller Sellers, Manager or any of such other entities or persons Released Party and arising out of or in connection with (iI) PurchaserBuyer and/or Buyer’s and/or Purchaser’s Representatives’ representatives entry upon the PropertyProperties, (iiII) any Investigations and other activities conducted on the Property Properties by Purchaser Buyer or PurchaserBuyer’s Representativesrepresentatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions), and (iiiIII) any liens or encumbrances filed or recorded against the any Property as a consequence of any and all Investigations and other activities undertaken by Purchaser Buyer or PurchaserBuyer’s Representatives except to the extent caused by such other entities or persons; provided, however, Purchaser shall have no such indemnity, defense or hold harmless obligations with respect to Losses caused by Purchaser’s mere discovery of information respecting the Propertyrepresentatives. Purchaser Buyer shall procure, prior to entry upon the PropertyProperties, and maintain for at least six one (61) months year after the Closing or earlier termination of this Agreement Effective Date commercial general liability insurance covering PurchaserBuyer, Seller Sellers, Manager and the Property Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than Five Million and No/100 Dollars ($5,000,000.00) **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Seller Sellers (“PurchaserBuyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the same meet the requirements set forth in this Section 3.7(a). All of PurchaserBuyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Seller Sellers or Manager to the extent of PurchaserBuyer’s indemnity contained in this Section 6.03(a)3.7. Seller Sellers and Manager shall be named as an additional insured insureds under all of PurchaserBuyer’s General Liability Insurance and Seller Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be deemed to amend the provisions of Article XII. The indemnity and covenants of Purchaser set forth in this Section 6.03(a) 3.7 shall survive the Closing or and/or the termination of this AgreementAgreement until the Survival Date set forth in Section 24.9(a) hereof.