Common use of Inspection Period Clause in Contracts

Inspection Period. Buyer shall have a period of time, commencing on the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022, in which to conduct its due diligence prior to consummation of the purchase and sale of the Property (the “Inspection Period”). During the Inspection Period, Buyer may enter upon the Property with its agents or engineers, as needed, to inspect, examine, survey and otherwise do whatever Buyer deems necessary to determine whether the Property is suitable for Buyer’s purposes, such determination to be made at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests and other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access to the Property consistent with Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to the inspection rights set forth above, commencing on the Effective Date and terminating on the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies (including, but not limited to, Phase I and II studies), audits and tests of the Property to determine the existence of any environmental matters to the Property (the “Environmental Studies”). Buyer shall share the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form).

Inspection Period. Buyer shall have a period of time, commencing on the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022, in which to conduct its due diligence Any any time prior to consummation of the purchase and sale of the Property Closing (the “Inspection Period”). During the Inspection Period, Buyer may enter upon shall have the Property right to physically inspect the Assets, including the Properties, and the Company Documents and to conduct its due diligence with its agents or engineersrespect to the Assets, as neededincluding the Properties, to inspect, examine, survey the Business and otherwise do whatever the Company. Buyer deems necessary to determine whether the Property is suitable for and Buyer’s purposesofficers, such determination to be made at Xxxxx’s sole directors, employees, consultants, agents and absolute discretion. Said privilege shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests attorneys and other tests authorized representatives, shall have the right to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable reasonable access to the Property consistent with Buyer’s Intended UseAssets, the Properties and Company Documents and to all records of Seller and the Company related thereto, including without limitation title information, property information, surveys, maintenance records, environmental assessment reports, engineering reports and any other information of the Company, the Business and the Assets, at reasonable times during the Inspection Period for the purpose of inspecting the Assets, including the Properties, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-waythe Business, and development permits regarding conducting all studies, tests, inspections and measurements of all kinds as deemed necessary by Buyer, reviewing the Propertybooks and records of Seller and the Company concerning the Company, the Business and the Assets, including the Properties, and otherwise conducting its due diligence review of the Company, the Business, and the Assets, including the Properties. Xxxxx will coordinate access Seller shall cooperate with and assist Buyer in making such inspections and reviews and in obtaining copies of any documentation related to the Property during this period Company, the Business, and the Assets and Properties, including the review and inspection of any and all Permits, Approvals, Consents, licenses, Governmental Authorizations and other permits and approvals necessary or required for the Company to own, operate, construct and develop the Business and in accordance with the City Manager such other applicable local, state and federal Legal Requirements. Seller shall make available to Buyer such of the foregoing as may be in Seller’s possession, or the City ManagerCompany’s designeepossession, and provide reasonable notice in order to said official prior to any entry. Provided further that Xxxxxfacilitate Buyer’s due diligence activities diligence. Seller shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. give Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether any authorizations which may be required by Buyer in hard copy order to gain access to records or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant other information pertaining to the requirements of Chapter 713Company, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractorsAssets, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to including the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this AgreementProperties, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materialsBusiness, or labor made the use thereof maintained by any third party, Governmental Body or on behalf of the Buyer.” organizations. Buyer shall restore the Property to substantially the same condition as it existed shall, prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to the inspection rights set forth above, commencing on the Effective Date and terminating on the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies (including, but not limited to, Phase I and II studies), audits and tests of the Property to determine the existence notify Seller of any environmental matters Company Contract that Buyer does not wish for any Company to the Property continue to be a party thereto and be bound thereby (the “Environmental StudiesExcluded Contracts”). Buyer shall share the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form).

Inspection Period. Buyer shall have a period shall, at Buyer’s expense and within sixty (60) days after the date of timeexecution of this Contract, commencing on determine whether the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022property is suitable, in which to conduct its due diligence prior to consummation the Buyer’s sole and absolute discretion for the purpose of the purchase and sale of the Property (the “Inspection Period”)building an electric substation. During the Inspection Periodthis period, Buyer may enter upon the Property with its agents or engineersconduct a Phase I environmental assessment and any other tests, as neededanalyses, to inspectsurveys, examine, survey and otherwise do whatever investigations (“inspections”) that Buyer deems necessary to determine to Buyer’s satisfaction the property’s engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management plans; availability of permits, easements, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the property’s suitability for the December 12, 2011 815 Buyer’s intended purpose. If the property must be rezoned, Buyer will obtain the rezoning from the appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the property at any time during this inspection period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, damages, costs, claims and expenses of any nature, including attorneys’ fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct or any and all inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a construction lien being filed against the property without Seller’s prior written consent. If this transaction does not close, Buyer will, at Buyer’s expense (1) repair all damages to the property resulting from the inspections and return the property to the condition it was in prior to the inspections, and (2) release to Seller all reports and other work generated as a result of the inspections. Buyer will deliver written notice to Seller prior to the expiration of the inspection period of Buyer’s determination of whether or not the Property property is acceptable. Buyer’s failure to comply with this notice requirement will constitute acceptance of the property as suitable for Buyer’s purposesintended use in its “as is” condition. If the property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, such determination to this Contract will be made at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests and other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access to the Property consistent with Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager deemed terminated as of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to day after the inspection rights set forth above, commencing on the Effective Date and terminating on the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies (including, but not limited to, Phase I and II studies), audits and tests of the Property to determine the existence of any environmental matters to the Property (the “Environmental Studies”)period ends. Buyer shall share the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form)THIS IS INTENDED TO BE A LEGAL DOCUMENT. AN ATTORNEY AT LAW SHOULD BE CONSULTED PRIOR TO THE EXECUTION OF THIS DOCUMENT.

Inspection Period. 6.1 Unless extended by written agreement of Seller and Buyer, Buyer shall have a period of timeuntil February 9, commencing on the Effective Date and ending at 5:00 p.m.2004, Mondayunless such date is extended as herein provided, November 7, 2022, in which to conduct its due diligence prior to consummation an inspection of the purchase and sale of Property. Such period shall hereinafter be referred to as the Property (the “"Inspection Period”)". During the Inspection PeriodPeriod during normal business hours and after 48 hours notice to Seller or its designated agents, Buyer may enter upon and whatever advanced notice as required under the Lease, Buyer, or its engineers, architects, building consultants, environmental investigators, or other representatives, at Buyer's sole cost and expense, may, subject to Tenant's rights under the Lease, inspect and test the Property with for the purpose of satisfying Buyer in its agents or engineerssole and absolute discretion, as neededthat the Property and the Leases thereon is acceptable and satisfactory to Buyer and Tenant, to inspect, examine, survey and otherwise do whatever Buyer deems necessary to determine whether that the Property is suitable for Buyer’s purposes's purposes and that the Property meets or exceeds all underwriting, such determination to legal and regulatory standards and requirements of Buyer. Such tests (i) shall be made at Xxxxx’s sole and absolute discretion. Said privilege noninvasive, (ii) shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests and other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access be conducted subject to the Property consistent with Buyer’s Intended Userights of tenant, (iii) insurance acceptable to Seller shall be carried by Buyer and its agents, (iv) shall be conducted during normal business hours, (v) shall be conducted subject to indemnity of Seller by Buyer acceptable to Seller, and (vi) shall be subject to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding delivery of copies of all tests conducted during the Property. Xxxxx will coordinate access inspection period to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results comply with all laws, rules and regulations of its physical investigations of any governmental authority and obtain all licenses and permits required in connection with such activities. Buyer agrees to indemnify and hold Seller harmless from and against any property damage or personal injury or claim or lien against the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused access or inspection by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph Such indemnification shall survive the Closing or earlier termination of this Agreement. In addition Buyer shall also have the right during such Inspection Period to the inspection rights set forth above, commencing on the Effective Date examine and terminating on the expiration date review environmental conditions of the Inspection PeriodProperty, Buyer may obtain at Buyer’s sole cost zoning and discretionland use regulations, environmental studies (includinggovernmental entitlements, but not limited togovernmental approvals and any restrictions, Phase I agreements, obligations and II studies), audits and tests liabilities affecting the Property. If Seller fails to provide any of the Property to determine documentation in its possession identified in Section 5 hereof on or before the existence end of any environmental matters to the Property prescribed ten (10) -day period, the “Environmental Studies”). Buyer shall share Inspection Period will be extended one (1) day for each day or partial day delay in the results delivery of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form)documentation.

Inspection Period. Buyer Purchaser shall have a period of timeuntil 5:00 p.m. Eastern Standard Time on November 21, commencing on the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022, in which to conduct its due diligence prior to consummation of the purchase and sale of the Property 2006 (the “Inspection Period”) to examine the materials provided for under Paragraph 6(a), and to make such environmental, physical, zoning, land use and other examinations, inspections and investigations of the Property or the use or operation thereof which Purchaser may determine to make. During Purchaser, and Purchaser’s agents and contractors, shall have the Inspection Period, Buyer may right to enter upon the Property property at reasonable times upon prior reasonable notice to Seller (which notice shall not be less than 48 hours with respect to tenanted portions of the property) and Seller shall provide Purchaser, its agents or engineers, as needed, and contractors with access to inspect, examine, survey and otherwise do whatever Buyer deems necessary to determine whether the Property is suitable for Buyer’s purposesto conduct such inspections and/or investigations subject to the terms of any Tenant Leases. Purchaser shall use its best efforts not to disturb any tenants in making such inspections. All of the foregoing tests, such determination investigations and studies to be made conducted by Purchaser shall be at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at BuyerPurchaser’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests expense and other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access Purchaser shall restore the Property to the Property consistent with Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access condition existing prior to the Property during this period with the City Manager performance of the Seller, such tests or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of Purchaser. Purchaser shall defend, indemnify and hold Seller and any of its affiliates, parents, shareholders, partners, members, employees, officers and directors of Seller or Seller’s affiliate or parent (collectively referred to hereinafter as “Affiliates of Seller”) harmless from any and all liability, costs and expense (including without limitation) reasonable attorneys’ fees, court costs and costs of appeal suffered or incurred by Seller or Affiliates of Seller for injury to persons or property caused by Purchaser’s investigations and inspections of the Buyer.” Buyer Property. Purchaser shall restore undertake its obligation to defend set forth in the Property preceding sentence using attorneys selected by Seller, in Seller’s sole discretion. The foregoing indemnity shall not include any claims, demands, losses, costs or expenses resulting from the mere discovery by Purchaser or its representatives of any existing hazardous substances merely revealed thereby. Notwithstanding anything contained herein to substantially the same condition as it existed contrary, Purchaser covenants and agrees that prior to Buyercommencing any such tests, studies or investigations, Purchaser shall furnish to Seller certificates of insurance evidencing that Purchaser and/or Purchaser’s activities agents or contractors performing any such inspections or investigations are insured by general comprehensive liability insurance policies from reputable and shall remove and dispose highly rated insurance companies licensed in Kentucky with limits of any waste generated by Buyer’s activities in compliance with all applicable laws, regulationsnot less than $1,000,000.00, and requirementslisting Seller and Purchaser as additional insureds thereunder. The obligations Notwithstanding anything to the contrary contained in this Agreement the provisions of Buyer under this paragraph Paragraph 6(b) shall survive termination Closing and any cancellation of this Agreement. In addition Purchaser may cancel this transaction by giving written notice of cancellation to Seller and Escrow Agent prior to the inspection rights set forth above, commencing on expiration of the Effective Date Inspection Period if Purchaser reasonably determines that any of its inspections as provided for in Paragraph 6(a) and terminating on 6(b) reveal a condition or conditions that are unacceptable to Purchaser. In the event Purchaser gives such written notice prior to the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost the Escrow Agent shall return the Initial Deposit and discretionall interest earned thereon to Purchaser, environmental studies whereupon the parties shall be released from all further obligations under this Agreement except those that expressly survive. In the event Purchaser has not timely delivered written notice of cancellation in the manner provided above, then the foregoing conditions precedent shall automatically be deemed to be satisfied in full and waived by Purchaser, the Purchaser shall deliver the Additional Deposit to Escrow Agent as provided in Paragraph 4 hereof and the entire Deposit shall be non-refundable to Purchaser (includingunless Seller defaults hereunder), but not limited to, Phase I and II studies), audits and tests of the Property to determine the existence of any environmental matters shall be applicable to the Property (the “Environmental Studies”)Purchase Price at Closing. Buyer shall share the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form).Springs Office

Inspection Period. Buyer shall have a period of time, commencing on the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022, in Inspection Period within which to physically inspect the Property and conduct its due diligence prior related thereto. Buyer and Buyer’s officers, employees, consultants, attorneys and other authorized representatives shall have the right to consummation reasonable access to the Property and to all records of Seller related thereto (including without limitation title information, property leasing files, maintenance surveys, environmental assessment reports and other information concerning the condition of the purchase and sale of the Property (the “Inspection Period”Property). During , at reasonable times during the Inspection Period, Buyer may enter upon for the Property with its agents or engineerspurpose of inspecting the Property, as neededtaking soil and ground water samples, to inspectconducting Hazardous Materials inspections, examinetests and assessments, survey reviewing the books and records of Seller concerning the Property, evaluating the leasing and physical condition of the Property, conducting tenant interviews and otherwise do whatever Buyer deems necessary conducting its due diligence review. The previous provision to determine whether the Property is suitable for Buyer’s purposes, such determination to be made at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitationcontrary notwithstanding, the rightBuyer shall give Seller two (2) days prior written notice prior to conducting any intrusive environmental testing or sampling on the Property, at Buyer’s sole cost which notice shall be accompanied by a detailed description of the contemplated work and expense, a map indicating the location of the testing. Such testing shall be conducted in such a way as to perform traffic studies, make soil tests, borings, percolation tests and minimize interference with the business operations of the Tenants. Seller shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access pertaining to the Property consistent with Buyer’s Intended Useor the use thereof maintained by any third party, and to obtain from applicable governmental or quasi-governmental authorities information regarding accessor organizations. Buyer hereby agrees to indemnify and hold Seller harmless from any damages, utilities, rights-of-way, liabilities or claims for property damage or personal injury and development permits regarding mechanics liens caused by or arising from Buyer and its agents and contractors in the Propertyconduct of such inspections and investigations. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior Prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the entry upon any Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employeesofficer, agentsemployee, contractorsagent, consultants consultant or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any contractor of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release provide Seller with an insurance certificate reflecting commercial general liability insurance coverage of lien from not less than $1,000,000.00, with excess liability coverage of not less than $2,000,000.00, and naming Seller as an additional insured. Buyer’s indemnity and insurance obligations shall survive the claimant Closing or lienorearly termination hereof. Seller shall cooperate with and assist Buyer in making such inspections, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutesinterviews and reviews. Buyer agrees that all contracts it will not interview, converse or agreements regarding the Property communicate with any tenant without affording Seller reasonable notice and all an opportunity to be present and furnishing Seller a copy of Buyer’s contractors, subcontractors, professionals, laborers, each and materialmen shall contain language substantially similar every written communication to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to the inspection rights set forth above, commencing on the Effective Date and terminating on the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies (including, but not limited to, Phase I and II studies), audits and tests of the Property to determine the existence of any environmental matters to the Property (the “Environmental Studies”). Buyer shall share the results of Environmental Studies with the Seller at such time as they become available and from a tenant promptly upon Xxxxx’s receipt of same (whether in hard copy giving or electronic form)receiving same.

Inspection Period. Buyer shall have a period of time, commencing on Prior to the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022, in which to conduct its due diligence prior to consummation of the purchase and sale of the Property Closing (the “Inspection Period”). During the Inspection Period, Buyer may enter upon the Property with its agents or engineers, as needed, to inspect, examine, survey and otherwise do whatever Buyer deems necessary to determine whether the Property is suitable for Buyer’s purposes, such determination to be made at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests and other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access to the Property consistent with Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to have the inspection rights set forth abovein this Section 5.2. Buyer shall have the Inspection Period within which to physically inspect the Assets, commencing on including the Effective Date Properties, and terminating on the Company Documents and to conduct its due diligence with respect to the Assets, including the Properties, the Business and the Company. Buyer and Buyer’s officers, directors, employees, consultants, agents and attorneys and other authorized representatives, shall have the right to reasonable access to the Assets, the Properties and Company Documents and to all records of Sellers and the Company related thereto, including without limitation title information, property information, surveys, maintenance records, environmental assessment reports, engineering reports and any other information of the Company, the Business and the Assets, at reasonable times during the Inspection Period for the purpose of inspecting the Assets, including the Properties, and the Business, and conducting all studies, tests, inspections and measurements of all kinds as deemed necessary by Buyer, reviewing the books and records of Sellers and the Company concerning the Company, the Business and the Assets, including the Properties, and otherwise conducting its due diligence review of the Company, the Business, and the Assets, including the Properties. Sellers shall cooperate with and assist Buyer in making such inspections and reviews and in obtaining copies of any documentation related to the Company, the Business, and the Assets and Properties, including the review and inspection of any and all Permits, Approvals, Consents, licenses, Governmental Authorizations and other permits and approvals necessary or required for the Company to own, operate, construct and develop the Business and in accordance with such other applicable local, state and federal Legal Requirements. Sellers shall make available to Buyer such of the foregoing as may be in Sellers’ possession, or the Company’ possession, in order to facilitate Buyer’s due diligence. Sellers shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other information pertaining to the Company, the Assets, including the Properties, and the Business, or the use thereof maintained by any third party, Governmental Body or organizations. Buyer shall, prior to the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies (including, but not limited to, Phase I and II studies), audits and tests notify Sellers of the Property Company Contract that Buyer does not wish for the Company to determine the existence of any environmental matters continue to the Property be a party thereto and be bound thereby (the “Environmental StudiesExcluded Contracts”). Buyer shall share the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form).

Inspection Period. (a) Buyer shall have a period of time, commencing on through the Effective forty-fifth (45th) day following the Contract Date and ending at 5:00 p.m., Monday, November 7, 2022, in within which to conduct its due diligence prior undertake such physical inspections and investigations and inquiries concerning the Property (including both Land and Improvements) and any matters relating to consummation the use, operation and occupancy of the purchase Property as shall be necessary or desirable for Buyer to evaluate the feasibility and sale advisability of purchasing the Property (the “"Inspection Period”"). During This shall include, without limitation of the foregoing, independent investigations and inquiries concerning all applicable building, zoning, environmental and other codes, ordinances, statutes, rules and regulations affecting the Property and its use, as well as the availability of access and all utility services thereto and shall include interviews of the employees of Seller; provided, however, Buyer agrees that an Owner's representative must be present during such interviews and that there will be no discussion with said employees with regard to said employees' future employment by Buyer. Buyer may also conduct such physical inspections of the Improvements as shall be necessary or desirable, including but not limited to structural inspections, appraisals, review of electrical, heating, air conditioning and plumbing systems, termite inspections and other investigations and inquiries. Buyer shall bear all costs of any such inspections and investigations, and in no event, shall any of the cost thereof be paid by or charged or apportioned to Seller. For purposes of undertaking physical inspections and investigations of the Property, including any non-destructive soil borings or surveys required or desired by Buyer, Seller hereby grants to Buyer and its agents full right of access and entry upon the Property and any part thereof during the Inspection Period, subject to the rights of all tenants in possession. Buyer, as a condition to its exercise of such right of access, specifically agrees to defend, indemnify and save and hold Seller harmless from and against any and all loss, damage, liability, suit, claim, cost or expense (including reasonable attorney's fees) arising from the exercise by Buyer may enter upon the Property with or its agents or engineers, as needed, to inspect, examine, survey of this right of access and otherwise do whatever Buyer deems necessary to determine whether the Property is suitable for Buyer’s purposes, such determination to be made at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests and other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access to the Property consistent with Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend The indemnity and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In obligation in the event any notice preceding sentence is herein referred to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from as the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph "Inspection Indemnity" which shall survive the Closing and any termination of this Agreement. In addition Prior to entry on the Property, Buyer shall furnish Seller with a certificate of insurance insuring Buyer and Seller against liability in a combined single limit amount of at least $1,000,000.00. Buyer and its agents and employees also shall have the right during normal business hours during the Inspection Period to inspect any and all books and records relating to the inspection rights set forth above, commencing Property and to make copies thereof at Buyer's cost and expense. No discount on the Effective Date and terminating on Purchase Price will be allowed based upon the expiration date outcome of the Buyer's investigation during the Inspection Period, . Buyer may obtain at Buyer’s sole cost and discretion, environmental studies agrees that it will give Seller forty-eight (including, but not limited to, Phase I and II studies), audits and tests 48) hours prior notice of its intent to go on the Property to determine conduct its inspection per the existence terms of any environmental matters to the Property (the “Environmental Studies”)this paragraph. Buyer shall share may do only non-destructive and not any destructive tests on the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form)Property.

Inspection Period. Buyer shall have a period of time, commencing on the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022, in Inspection Period within which to physically inspect the Property and conduct its due diligence prior related thereto. Buyer and Buyer's officers, employees, consultants, attorneys and other authorized representatives shall have the right to consummation reasonable access to the Property and to all records of Seller related thereto (including without limitation title information, property leasing files, surveys, environmental assessment reports and other information concerning the condition of the purchase and sale of the Property (the “Inspection Period”Property). During , at reasonable times during the Inspection Period, Buyer may enter upon for the Property purpose of inspecting the Property, obtaining an appraisal at Buyer's expense (the "Appraisal"), conducting a Phase I Environmental Site Assessment at Buyer's expense in accordance with its agents or engineersASTM standards only (the "Phase I Assessment"), as neededreviewing the books and records of Seller concerning the Property, to inspectevaluating the leasing and physical condition of the Property, examine, survey conducting tenant interviews and otherwise do whatever conducting its due diligence review. Seller shall give Buyer deems necessary any authorizations which may be required by Buyer in order to determine whether the Property is suitable for Buyer’s purposes, such determination gain access to be made at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests and records or other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access pertaining to the Property consistent with Buyer’s Intended Useor the use thereof maintained by any third party, and to obtain from applicable governmental or quasi-governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Propertyorganizations. Buyer shall share the results of its physical investigations of the Property with the hereby expressly agrees that unless requested by Seller at in writing to disclose such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliersresults, Buyer shall promptly obtain a release maintain the confidentiality of lien from the claimant its Phase I report and any other environmental investigation or lienordue diligence and specifically, orshall not disclose such information to Seller, alternativelyany third party or any governmental entity unless required to do so by law; provided, where appropriatehowever, that Buyer may transfer disclose such a lien information to a cash bond pursuant its consultants, attorneys, investors, lenders and other parties as necessary to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner complete its due diligence investigations of the Property. Buyer shall be responsible hereby agrees to indemnify and hold Seller harmless from any damages, liabilities or claims for all payments due under the provisions of this Agreement, property damage or personal injury and the interest of the owner of the Property shall not be subject to mechanics liens for improvements, services, materials, or labor made caused by or on behalf arising from Buyer and its agents and contractors in the conduct of the such inspections and investigations. Prior to any entry upon any Property by Buyer or any officer, employee, agent, consultant or contractor of Buyer.” , Buyer shall provide Seller with an insurance certificate reflecting liability insurance coverage of not less than $1,000,000 and naming Seller as an additional insured and to restore the Property to the substantially the same condition as it that existed prior to such inspections or investigations. Buyer’s activities 's indemnity and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The insurance obligations of Buyer under this paragraph shall survive the Closing or early termination of this Agreementhereof. In addition to the inspection rights set forth aboveSeller shall cooperate with and assist Buyer in making such inspections, commencing on the Effective Date interviews and terminating on the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies (including, but not limited to, Phase I and II studies), audits and tests of the Property to determine the existence of any environmental matters to the Property (the “Environmental Studies”)reviews. Buyer shall share the results agrees that it will not interview, converse or communicate with any tenant without affording Seller reasonable notice and an opportunity to be present and furnishing Seller a copy of Environmental Studies with the Seller at such time as they become available each and every written communication to or from a tenant promptly upon Xxxxx’s receipt of same (whether in hard copy giving or electronic form)receiving same.

Inspection Period. Buyer Purchaser shall have a period of timeuntil 5:00 p.m. Eastern Standard Time on November 21, commencing on the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022, in which to conduct its due diligence prior to consummation of the purchase and sale of the Property 2006 (the “Inspection Period”) to examine the materials provided for under Paragraph 6(a), and to make such environmental, physical, zoning, land use and other examinations, inspections and investigations of the Property or the use or operation thereof which Purchaser may determine to make. During Purchaser, and Purchaser’s agents and contractors, shall have the Inspection Period, Buyer may right to enter upon the Property property at reasonable times upon prior reasonable notice to Seller (which notice shall not be less than 48 hours with respect to tenanted portions of the property) and Seller shall provide Purchaser, its agents or engineers, as needed, and contractors with access to inspect, examine, survey and otherwise do whatever Buyer deems necessary to determine whether the Property is suitable for Buyer’s purposesto conduct such inspections and/or investigations subject to the terms of any Tenant Leases. Purchaser shall use its best efforts not to disturb any tenants in making such inspections. All of the foregoing tests, such determination investigations and studies to be made conducted by Purchaser shall be at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at BuyerPurchaser’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests expense and other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access Purchaser shall restore the Property to the Property consistent with Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access condition existing prior to the Property during this period with the City Manager performance of the Seller, such tests or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of Purchaser. Purchaser shall defend, indemnify and hold Seller and any of its affiliates, parents, shareholders, partners, members, employees, officers and directors of Seller or Seller’s affiliate or parent (collectively referred to hereinafter as “Affiliates of Seller”) harmless from any and all liability, costs and expense (including without limitation) reasonable attorneys’ fees, court costs and costs of appeal suffered or incurred by Seller or Affiliates of Seller for injury to persons or property caused by Purchaser’s investigations and inspections of the Buyer.” Buyer Property. Purchaser shall restore undertake its obligation to defend set forth in the Property preceding sentence using attorneys selected by Seller, in Seller’s sole discretion. The foregoing indemnity shall not include any claims, demands, losses, costs or expenses resulting from the mere discovery by Purchaser or its representatives of any existing hazardous substances merely revealed thereby. Notwithstanding anything contained herein to substantially the same condition as it existed contrary, Purchaser covenants and agrees that prior to Buyercommencing any such tests, studies or investigations, Purchaser shall furnish to Seller certificates of insurance evidencing that Purchaser and/or Purchaser’s activities agents or contractors performing any such inspections or investigations are insured by general comprehensive liability insurance policies from reputable and shall remove and dispose highly rated insurance companies licensed in Kentucky with limits of any waste generated by Buyer’s activities in compliance with all applicable laws, regulationsnot less than $1,000,000.00, and requirementslisting Seller and Purchaser as additional insureds thereunder. The obligations Notwithstanding anything to the contrary contained in this Agreement the provisions of Buyer under this paragraph Paragraph 6(b) shall survive termination Closing and any cancellation of this Agreement. In addition Purchaser may cancel this transaction by giving written notice of cancellation to Seller and Escrow Agent prior to the inspection rights set forth above, commencing on expiration of the Effective Date Inspection Period if Purchaser reasonably determines that any of its inspections as provided for in Paragraphs 6(a) and terminating on 6(b) reveal a condition or conditions that are unacceptable to Purchaser. In the event Purchaser gives such written notice prior to the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost the Escrow Agent shall return the Initial Deposit and discretionall interest earned thereon to Purchaser, environmental studies whereupon the parties shall be released from all further obligations under this Agreement except those that expressly survive. In the event Springs Medical I Purchaser has not timely delivered written notice of cancellation in the manner provided above, then the foregoing conditions precedent shall automatically be deemed to be satisfied in full and waived by Purchaser, the Purchaser shall deliver the Additional Deposit to Escrow Agent as provided in Paragraph 4 hereof and the entire Deposit shall be non-refundable to Purchaser (includingunless Seller defaults hereunder), but not limited to, Phase I and II studies), audits and tests of the Property to determine the existence of any environmental matters shall be applicable to the Property (the “Environmental Studies”). Buyer shall share the results of Environmental Studies with the Seller Purchase Price at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form)Closing.

Inspection Period. Buyer shall have a an inspection period of time, commencing beginning on the Effective Date and ending at 5:00 p.m.January 31, Monday, November 7, 2022, in which to conduct its due diligence prior to consummation of the purchase and sale of the Property 2017 (the “Inspection Period”). During Buyer shall have the Inspection Period within which to physically inspect the Assets, including the Properties, and the Company Documents and to conduct its due diligence with respect to the Assets, including the Properties, the Businesses and the Companies. Buyer and Buyer’s officers, directors, employees, consultants, agents and attorneys and other authorized representatives, shall have the right to reasonable access to the Assets, the Properties and Company Documents and to all records of Seller and the Companies related thereto, including without limitation title information, property information, surveys, maintenance records, environmental assessment reports, engineering reports and any other information of the Companies, the Businesses and the Assets, at reasonable times during the Inspection Period, Buyer may enter upon without unreasonably interfering with the Property with its agents or engineersoperation of the Business, for the purpose of inspecting the Assets, including the Properties, and the Businesses, and conducting all studies, tests, inspections and measurements of all kinds as neededdeemed necessary by Buyer, to inspectreviewing the books and records of Seller and the Companies concerning the Companies, examinethe Businesses and the Assets, survey including the Properties, and otherwise do whatever conducting its due diligence review of the Companies, the Businesses, and the Assets, including the Properties. Seller shall cooperate with and assist Buyer deems in making such inspections and reviews and in obtaining copies of any documentation related to the Companies, the Businesses, and the Assets and Properties, including the review and inspection of any and all Permits, Approvals, Consents, licenses, Governmental Authorizations and other permits and approvals necessary or required for the Companies to determine whether own, operate, construct and develop the Property is suitable for Businesses and in accordance with such other applicable local, state and federal Legal Requirements. Seller shall make available to Buyer such of the foregoing as may be in Seller’s possession, or the Companies’ possession, in order to facilitate Buyer’s purposesdue diligence. Seller shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other information pertaining to the Companies, such determination the Assets, including the Properties, and the Businesses, or the use thereof maintained by any third party, Governmental Body or organizations. Buyer and Seller shall mutually agree, prior to the expiration of the Inspection Period, on any Company Contract that Buyer does not wish for any Company to continue to be made at Xxxxx’s sole a party thereto and absolute discretionbe bound thereby (“Excluded Contracts”) and the parties shall execute an amendment to this Agreement to include a Schedule 5.2 setting forth all Excluded Contracts. Said privilege If Buyer or its agents, employees, consultants and contractors shall includein any material manner cause any damage or alteration to the Assets, without limitationincluding the Properties in conducting any testing or other due diligence investigation of Assets, including the rightProperties, Buyer shall, at Buyer’s its sole cost and expense, promptly and fully repair and restore any such damage or alteration caused by Buyer or its agents, employees, consultants and contractors to perform traffic studiesthe condition same was in immediately prior to the commencement of Buyer’s testing or due diligence of the Assets, make soil testsincluding the Properties. If the parties do not proceed with the Closing, boringsBuyer shall promptly return to Seller all written material pertaining to or reflecting any information provided to Buyer by Seller or Seller’s agents and will not retain any copies, percolation tests extracts or other reproductions in whole or in part of such written material, and all documents, memoranda, notes and other tests writings whatsoever prepared by Buyer or its advisors based on the information provided to obtain Buyer by Seller or Seller’s agents shall be destroyed. Prior to Closing and following the termination of this Agreement if Closing does not occur, Buyer agrees not to disclose to any third party any non-public information necessary provided to determine surfaceBuyer by Seller or generated by Buyer through its inspections, subsurface, environmental and topographic conditions, except to delineate wetlands, obtain acceptable access to the Property consistent with Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants accountants, engineers, consultants, attorneys or representativeslenders, to the extent necessary for the purposes of this transaction, or as may be required by law or by court order. Buyer agrees to indemnify Seller and the Companies, together with Seller’s Affiliated Group, and Buyer shall indemnifythe successors, assigns, employees, officers, directors, trustees, shareholders, attorneys, representatives and agents of Seller and the Companies (collectively, the “Seller Indemnified Parties”) against and to defend and hold the Seller Indemnified Parties harmless Seller from any liabilityand against all costs, claims and expenses claims, injuries, damages, liabilities, accidents, losses arising out of, caused by or created in connection with (includingi) death, without limitationpersonal injury, construction liens and/or reasonable attorneys’ fees and costs) property damage resulting therefrom. In the event any notice to owner or claim of lien is filed by any of from Buyer’s and its agents’ and representatives’ entry upon, or inspections or tests of, the Properties, or (ii) mechanic’s liens or claims that may be filed against the Properties and/or adjacent land by contractors, subcontractorssubcontractors or materialmen performing such work for Buyer, professionals, laborers, other than as may be caused by the negligence or suppliers, Buyer shall promptly obtain a release willful misconduct of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of the BuyerSeller.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to the inspection rights set forth above, commencing on the Effective Date and terminating on the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies (including, but not limited to, Phase I and II studies), audits and tests of the Property to determine the existence of any environmental matters to the Property (the “Environmental Studies”). Buyer shall share the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form).

Inspection Period. Buyer The Tenant, its engineers, surveyors, agents and representatives, shall have a period until one hundred twenty (120) days (the "Inspection Period") after the execution of time, commencing on this Ground Lease by the Effective Date Landlord and ending at 5:00 p.m., Monday, November 7, 2022, in which the Tenant to conduct its due diligence prior to consummation of inspect the purchase and sale physical condition of the Property (and the “Inspection Period”). During improvements thereon, including the Inspection Period, Buyer may enter upon the Property with its agents or engineers, as needed, right to inspect, examine, survey and otherwise do whatever Buyer deems necessary to determine whether the Property is suitable for Buyer’s purposes, make such determination to be made at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests and other tests to obtain information investigations as the Tenant deems necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access to the Property consistent with Buyer’s Intended Useappropriate, and any other facts, circumstances or matters which the Tenant deems relevant to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, its proposed lease and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for The Landlord agrees to cooperate with the Tenant in making available to the Tenant all payments due under the provisions of this Agreementsuch documents, water and sewer plans, prior surveys, prior title insurance policy, engineering studies and reports, soil reports, maps, plats, and other documents and materials which the interest Tenant reasonably requests, or which are reasonably necessary in order to satisfy any of the owner Tenant's reasonable requests that are in the possession or control of the Property shall Landlord. If the Tenant does not be subject to liens for improvements, services, materials, terminate this Ground Lease on or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to the inspection rights set forth above, commencing on the Effective Date and terminating on the before expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost then the Property shall be conclusively deemed approved by the Tenant and discretionthis Ground Lease will be deemed to be in full force and effect. The Tenant will indemnify, environmental studies protect and hold harmless the Landlord from and against any and all claims, demands, losses, costs, damages, expenses or liabilities (including, but not limited to, Phase I and II studies)personal injury or property damage claims, audits and construction or other liens) including reasonable attorney's fees caused by or occurring in connection with the Tenant's entry upon the Property and/or physical inspection of the Property. If the Tenant or anyone acting under its instructions makes any tests of on the Property, the Tenant shall, insofar as is practicable, return the Property to determine its former condition after said tests are completed so as not to create any unnecessary hazards for persons passing over the existence of any environmental matters Property. If the Tenant elects to terminate this Agreement, then it shall deliver to the Property (Landlord copies of all inspection reports and studies obtained by the “Environmental Studies”). Buyer shall share Tenant pertaining to the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form)Property.

Inspection Period. Buyer shall have a period of time, commencing on Prior to the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022, in which to conduct its due diligence prior to consummation of the purchase and sale of the Property Closing (the “Inspection Period”). During the Inspection Period, Buyer may enter upon the Property with its agents or engineers, as needed, to inspect, examine, survey and otherwise do whatever Buyer deems necessary to determine whether the Property is suitable for Buyer’s purposes, such determination to be made at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests and other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access to the Property consistent with Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to have the inspection rights set forth abovein this Section 5.2. Buyer shall have the Inspection Period within which to physically inspect the Assets, commencing on including the Effective Date Properties, and terminating on the Companies Documents and to conduct its due diligence with respect to the Assets, including the Properties, the Business and the Companies. Buyer and Buyer’s officers, directors, employees, consultants, agents and attorneys and other authorized representatives, shall have the right to reasonable access to the Assets, the Properties and Companies Documents and to all records of Sellers and the Companies related thereto, including without limitation title information, property information, surveys, maintenance records, environmental assessment reports, engineering reports and any other information of the Companies, the Business and the Assets, at reasonable times during the Inspection Period for the purpose of inspecting the Assets, including the Properties, and the Business, and conducting all studies, tests, inspections and measurements of all kinds as deemed necessary by Buyer, reviewing the books and records of Sellers and the Companies concerning the Companies, the Business and the Assets, including the Properties, and otherwise conducting its due diligence review of the Companies, the Business, and the Assets, including the Properties. Sellers shall cooperate with and assist Buyer in making such inspections and reviews and in obtaining copies of any documentation related to the Companies, the Business, and the Assets and Properties, including the review and inspection of any and all Permits, Approvals, Consents, licenses, Governmental Authorizations and other permits and approvals necessary or required for the Companies to own, operate, construct and develop the Business and in accordance with such other applicable local, state and federal Legal Requirements. Sellers shall make available to Buyer such of the foregoing as may be in Sellers’ possession, or the Companies’ possession, in order to facilitate Buyer’s due diligence. Sellers shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other information pertaining to the Companies, the Assets, including the Properties, and the Business, or the use thereof maintained by any third party, Governmental Body or organizations. Buyer shall, prior to the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies (including, but not limited to, Phase I and II studies), audits and tests notify Sellers of the Property Companies Contract that Buyer does not wish for the Companies to determine the existence of any environmental matters continue to the Property be a party thereto and be bound thereby (the “Environmental StudiesExcluded Contracts”). Buyer shall share the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form).

Inspection Period. Buyer shall have a period of timeperiod, commencing on the Effective Date through the date that is seventy-five (75) calendar days thereafter (the "Inspection Period"), to perform, during normal business hours and ending upon at 5:00 p.m.least three days advance notice to Seller, Monday, November 7, 2022, in which to conduct its due diligence prior with respect to consummation of the purchase and sale Purchased Assets (including conducting such tests, studies, surveys, and/or other physical inspections of the Property (the “Inspection Period”). During the Inspection Period, Buyer may enter upon the Property with its agents or engineers, as needed, to inspect, examine, survey and otherwise do whatever Buyer deems necessary to determine whether the Property is suitable for or appropriate) and all information relating thereto. Buyer’s purposes, 's inspections may encompass such determination to be made at Xxxxx’s sole and absolute discretion. Said privilege shall includematters as, without limitation, title and survey, environmental conditions, soil conditions, siting, access, traffic patterns, competition, financing, economic feasibility, platting, zoning, leasing status, and matters involving governmental cooperation. Notwithstanding the rightforegoing, such inspection may not include a Phase II study without the prior consent of Seller. Seller shall be entitled to have a representative present at Buyer’s sole cost and expenseall times during each such inspection or due diligence visit. All inspection fees, to perform traffic studiesappraisal fees, make soil testsengineering fees, borings, percolation tests and other tests costs and expenses of any kind incurred by Buyer's or Buyer's Representatives relating to obtain information necessary to determine surfacesuch inspection and its other access shall be at the sole expense of Buyer. While conducting any inspection under this Section 2.10, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access to the Property consistent with neither Buyer nor any of Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities 's Representatives shall not (i) interfere with the City’s current use business of the Property as Seller, except to a surface parking lot as well as the solid waste activities that are currently accomplished on de minimis extent, or (ii) damage the Property. Buyer shall share the results of agrees to indemnify and hold Seller and its physical investigations of the Property with the Seller at such time as they become available disclosed or undisclosed, direct and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expensesindirect shareholders, or damage or injury to any person or property resulting from any such inspectionofficers, whether caused by the acts of Buyer or any of its directors, trustees, partners, principals, members, employees, agents, affiliates, representatives, consultants, accountants, contractors, consultants and attorneys or representativesother advisors, and Buyer shall indemnifyany successors or assigns of the foregoing (collectively with Seller, defend the "Seller Related Parties") harmless from and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with against any and all of Buyer’s contractorslosses, subcontractorscosts, professionalsdamages, laborersliens, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreementclaims, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materialsliabilities, or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to the inspection rights set forth above, commencing on the Effective Date and terminating on the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies expenses (including, but not limited to, Phase I reasonable attorneys' fees, court costs, and II studies)disbursements) incurred by any Seller Related Parties arising from or by reason of Buyer's and/or Buyer's Representatives' access to, audits and tests or inspection of, the Property, or any tests, inspections, or other due diligence conducted by or on behalf of Buyer, except to the extent such losses, costs, damages, liens, claims, liabilities, or expenses are caused by an existing condition at the Property or are caused by the gross negligence or willful misconduct of any of the Property Seller Related Parties. The indemnification provisions of this Section 2.10 shall survive the Closing or any termination of this Agreement. During the Inspection Period, and as a condition to determine Closing, Buyer and Seller shall use reasonable efforts to draft and agree upon the existence form of any environmental matters all agreements ancillary to this Agreement and that are to be included as Exhibits hereto or otherwise contemplated to be executed and delivered at Closing pursuant to this Agreement including but not limited to the Property following (such documents and agreements, the “Environmental StudiesClosing Agreements”)): Shared Services Agreement, Land Purchase Agreement, Warranty Services Agreement, Employment Agreements, Non-Competition Agreement, Escrow Agreements for Indemnity, Warranty Reserve and True-Up Escrow, the Deeds, the Xxxx of Sale and the Assignment and Assumption Agreement. Buyer shall share have the results right to terminate this Agreement upon written notice to the Sellers delivered at any time prior to 8:00 p.m. local time in Jacksonville, Florida on the last day of Environmental Studies the Inspection Period, provided, however, in order for Buyer to proceed beyond the expiration of the Inspection Period, Buyer shall provide written notice to Seller from one of Buyer's named notice parties in Section 10.10 herein expressly stating Buyer's election to proceed beyond the Inspection Period (the "Notice to Proceed"). If Buyer does not provide the Notice to Proceed on or prior to the last day of the Inspection Period, or if Buyer provides written notice of its termination prior to such time, this Agreement shall automatically terminate and the Initial Deposit shall be immediately returned to Buyer and the parties shall have no further liability hereunder (except with respect to those obligations hereunder which survive the Seller at such time as they become available and promptly upon Xxxxx’s receipt termination of same (whether in hard copy or electronic formthis Agreement).

Inspection Period. Buyer shall have a period of time, commencing on Prior to the Effective Date and ending at 5:00 p.m., Monday, November 7, 2022, in which to conduct its due diligence prior to consummation of the purchase and sale of the Property Closing (the “Inspection Period”). During the Inspection Period, Buyer may enter upon the Property with its agents or engineers, as needed, to inspect, examine, survey and otherwise do whatever Buyer deems necessary to determine whether the Property is suitable for Buyer’s purposes, such determination to be made at Xxxxx’s sole and absolute discretion. Said privilege shall include, without limitation, the right, at Buyer’s sole cost and expense, to perform traffic studies, make soil tests, borings, percolation tests and other tests to obtain information necessary to determine surface, subsurface, environmental and topographic conditions, to delineate wetlands, obtain acceptable access to the Property consistent with Buyer’s Intended Use, and to obtain from applicable governmental authorities information regarding access, utilities, rights-of-way, and development permits regarding the Property. Xxxxx will coordinate access to the Property during this period with the City Manager of the Seller, or the City Manager’s designee, and provide reasonable notice to said official prior to any entry. Provided further that Xxxxx’s due diligence activities shall not interfere with the City’s current use of the Property as a surface parking lot as well as the solid waste activities that are currently accomplished on the Property. Buyer shall share the results of its physical investigations of the Property with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form). Buyer shall be solely liable for all costs and expenses, or damage or injury to any person or property resulting from any such inspection, whether caused by the acts of Buyer or any of its employees, agents, contractors, consultants or representatives, and Buyer shall indemnify, defend and hold harmless Seller from any liability, claims and expenses (including, without limitation, construction liens and/or reasonable attorneys’ fees and costs) resulting therefrom. In the event any notice to owner or claim of lien is filed by any of Buyer’s contractors, subcontractors, professionals, laborers, or suppliers, Buyer shall promptly obtain a release of lien from the claimant or lienor, or, alternatively, where appropriate, Buyer may transfer such a lien to a cash bond pursuant to the requirements of Chapter 713, Florida Statutes. Buyer agrees that all contracts or agreements regarding the Property with any and all of Buyer’s contractors, subcontractors, professionals, laborers, and materialmen shall contain language substantially similar to the following: “Buyer hereby represents that it is the Contract Buyer and not the owner of the Property. Buyer shall be responsible for all payments due under the provisions of this Agreement, and the interest of the owner of the Property shall not be subject to liens for improvements, services, materials, or labor made by or on behalf of the Buyer.” Buyer shall restore the Property to substantially the same condition as it existed prior to Buyer’s activities and shall remove and dispose of any waste generated by Buyer’s activities in compliance with all applicable laws, regulations, and requirements. The obligations of Buyer under this paragraph shall survive termination of this Agreement. In addition to have the inspection rights set forth abovein this Section 5.2. Buyer shall have the Inspection Period within which to physically inspect the Assets, commencing on including the Effective Date Properties, and terminating on the Company Documents and to conduct its due diligence with respect to the Assets, including the Properties, the Business and the Company. Buyer and Buyer’s officers, directors, employees, consultants, agents and attorneys and other authorized representatives, shall have the right to reasonable access to the Assets, the Properties and Company Documents and to all records of Sellers and the Company related thereto, including without limitation title information, property information, surveys, maintenance records, environmental assessment reports, engineering reports and any other information of the Company, the Business and the Assets, at reasonable times during the Inspection Period for the purpose of inspecting the Assets, including the Properties, and the Business, and conducting all studies, tests, inspections and measurements of all kinds as deemed reasonably necessary by Buyer, reviewing the books and records of Sellers and the Company concerning the Company, the Business and the Assets, including the Properties, and otherwise conducting its due diligence review of the Company, the Business, and the Assets, including the Properties. Sellers shall cooperate with and assist Buyer in making such inspections and reviews and in obtaining copies of any documentation related to the Company, the Business, and the Assets and Properties, including the review and inspection of any and all Permits, Approvals, Consents, licenses, Governmental Authorizations and other permits and approvals necessary or required for the Company to own, operate, construct and develop the Business and in accordance with such other applicable local, state and federal Legal Requirements. Sellers shall make available to Buyer such of the foregoing as may be in Sellers’ possession, or the Company’s possession, in order to facilitate Buyer’s due diligence. Sellers shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other information pertaining to the Company, the Assets, including the Properties, and the Business, or the use thereof maintained by any third party, Governmental Body or organizations. Buyer shall, prior to the expiration date of the Inspection Period, Buyer may obtain at Buyer’s sole cost and discretion, environmental studies (including, but not limited to, Phase I and II studies), audits and tests notify Sellers of the Property Company Contract that Buyer does not wish for the Company to determine the existence of any environmental matters continue to the Property be a party thereto and be bound thereby (the “Environmental StudiesExcluded Contracts”). Buyer shall share the results of Environmental Studies with the Seller at such time as they become available and promptly upon Xxxxx’s receipt of same (whether in hard copy or electronic form).