Common use of Property Inspection Clause in Contracts

Property Inspection. (A) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property and its compliance with laws; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property. (B) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Such insurance shall be written on an "occurrence" basis, and shall be maintained in force until the earlier of (i) the termination of this Agreement and the conclusion of all Purchaser's Activities; or (ii)

Property Inspection. a) It is the Buyer’s sole responsibility to (A1) Between perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property and to be satisfied as to its compliance condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with laws; provided, however, that (i) any activities by or on behalf of Purchaserrespect to the Property, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real PropertyDisclosure Statements, or the other activities prior to entering into this Contract; and (3) to independently verify any information it deems important including information available in public records; and (4) to inquire of Purchaser or Purchaser's Designees with respect public officials as to the Real Property (hereinafter called "Purchaser's Activities"applicability of and compliance with land use and environmental laws, building ordinances, zoning, health & safety codes, and any other local, state or federal laws and regulations. b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activitieslimited to, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, lead-based paint tests, or inspections for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any party (including claims or liens of any Government unless required by law) kind against the Property for inspections, surveys, engineering reports, or for any other than work performed on the Property at Buyer’s request. ▇▇▇▇▇ agrees to its lendersdefend, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, protect and hold Seller Seller, ▇▇▇▇▇▇▇▇▇▇ and Broker harmless from and against any and liability, damage, cost or expense incurred, directly or indirectly, by Seller, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all claims, liabilities, damages, losses, costs, costs and expenses of incurred by such parties to enforce this Section, including reasonable attorneys’ fees whether any kind lawsuit or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or arbitration is commenced in connection with this Agreement. ▇▇▇▇▇ further agrees to repair any Purchaser's Activitiesdamage caused by such inspections and to restore the Property to its condition prior to the inspection. Notwithstanding This provision shall survive the Closing Date and any provision termination of this Agreement Contract. ▇▇▇▇▇ and/or their agents may not enter upon the Property without first obtaining Seller’s written authorization to the contrarydo so, Purchaser to be granted upon ▇▇▇▇▇▇’s sole discretion. Buyer agrees that it shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller andcause all contractors, if applicable, the lessor of any Leased Real Property. (B) Prior to any entry by Purchaser or any of Purchaser's Designees agents and other inspectors who enter onto the Real PropertyProperty to conduct the inspections, Purchaser shall: (i) procure surveys, reports or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a policy certificate of commercial general liability insurance, issued by an insurer reasonably satisfactory to naming Seller, covering all PurchaserBroker and Auctioneer as additional insureds, for their review and approval prior to Buyer's Activitiesand each such contractor, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaseragent or inspector's Activities. Such insurance shall be written on an "occurrence" basis, and shall be maintained in force until entry onto the earlier of (i) the termination of this Agreement and the conclusion of all Purchaser's Activities; or (ii)Property.

Property Inspection. a) It is the Buyer’s sole responsibility to (A1) Between perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property and to be satisfied as to its compliance condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with laws; provided, however, that (i) any activities by or on behalf of Purchaserrespect to the Property, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real PropertyDisclosure Statements, or the other activities prior to entering into this Contract; and (3) to independently verify any information it deems important including information available in public records; and (4) to inquire of Purchaser or Purchaser's Designees with respect public officials as to the Real Property (hereinafter called "Purchaser's Activities"applicability of and compliance with land use and environmental laws, building ordinances, zoning, health & safety codes, and any other local, state or federal laws and regulations. b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activitieslimited to, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, lead-based paint tests, or inspections for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any party (including claims or liens of any Government unless required by law) kind against the Property for inspections, surveys, engineering reports, or for any other than work performed on 6 the Property at Buyer’s request. Buyer agrees to its lendersdefend, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, protect and hold Seller Seller, Auctioneer and Broker harmless from and against any and liability, damage, cost or expense incurred, directly or indirectly, by Seller, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all claims, liabilities, damages, losses, costs, costs and expenses of incurred by such parties to enforce this Section, including reasonable attorneys’ fees whether any kind lawsuit or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or arbitration is commenced in connection with this Agreement. Buyer further agrees to repair any Purchaser's Activitiesdamage caused by such inspections and to restore the Property to its condition prior to the inspection. Notwithstanding This provision shall survive the Closing Date and any provision termination of this Agreement Contract. Buyer and/or their agents may not enter upon the Property without first obtaining Seller’s written authorization to the contrarydo so, Purchaser to be granted upon Seller’s sole discretion. Buyer agrees that it shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller andcause all contractors, if applicable, the lessor of any Leased Real Property. (B) Prior to any entry by Purchaser or any of Purchaser's Designees agents and other inspectors who enter onto the Real PropertyProperty to conduct the inspections, Purchaser shall: (i) procure surveys, reports or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a policy certificate of commercial general liability insurance, issued by an insurer reasonably satisfactory to naming Seller, covering all Purchaser's ActivitiesBroker and Auctioneer as additional insureds, with a single limit of liability (per occurrence for their review and aggregate) of not less than $1,000,000.00; approval prior to Buyer’s and (ii) deliver to Seller a Certificate of Insuranceeach such contractor, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Such insurance shall be written on an "occurrence" basis, and shall be maintained in force until agent or inspector’s entry onto the earlier of (i) the termination of this Agreement and the conclusion of all Purchaser's Activities; or (ii)Property.

Property Inspection. a) It is the Buyer’s sole responsibility to (A1) Between perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property and to be satisfied as to its compliance condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with laws; provided, however, that (i) any activities by or on behalf of Purchaserrespect to the Property, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real PropertyDisclosure Statements, or the other activities prior to entering into this Contract; and (3) to independently verify any information it deems important including information available in public records; and (4) to inquire of Purchaser or Purchaser's Designees with respect public officials as to the Real Property (hereinafter called "Purchaser's Activities"applicability of and compliance with land use and environmental laws, building ordinances, zoning, health & safety codes, and any other local, state or federal laws and regulations. b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activitieslimited to, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, lead-based paint tests, or inspections for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any party (including claims or liens of any Government unless required by law) kind against the Property for inspections, surveys, engineering reports, or for any other than work performed on the Property at Buyer’s request. Buyer agrees to its lendersdefend, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, protect and hold Seller Seller, Auctioneer and Broker harmless from and against any and liability, damage, cost or expense incurred, directly or indirectly, by Seller, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all claims, liabilities, damages, losses, costs, costs and expenses of incurred by such parties to enforce this Section, including reasonable attorneys’ fees whether any kind lawsuit or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or arbitration is commenced in connection with this Agreement. Buyer further agrees to repair any Purchaser's Activitiesdamage caused by such inspections and to restore the Property to its condition prior to the inspection. Notwithstanding This provision shall survive the Closing Date and any provision termination of this Agreement Contract. Buyer and/or their agents may not enter upon the Property without first obtaining Seller’s written authorization to the contrarydo so, Purchaser to be granted upon Seller’s sole discretion. Buyer agrees that it shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller andcause all contractors, if applicable, the lessor of any Leased Real Property. (B) Prior to any entry by Purchaser or any of Purchaser's Designees agents and other inspectors who enter onto the Real PropertyProperty to conduct the inspections, Purchaser shall: (i) procure surveys, reports or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a policy certificate of commercial general liability insurance, issued by an insurer reasonably satisfactory to naming Seller, covering all Purchaser's ActivitiesBroker and Auctioneer as additional insureds, with a single limit of liability (per occurrence for their review and aggregate) of not less than $1,000,000.00; approval prior to Buyer’s and (ii) deliver to Seller a Certificate of Insuranceeach such contractor, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activitiesagent or inspector’s entry onto the Property. Such insurance This provision shall be written on an "occurrence" basis, and shall be maintained in force until the earlier of (i) the termination of this Agreement and the conclusion of all Purchaser's Activities; or (ii)survive Closing.

Property Inspection. (A) Between the date of this Agreement During Due Diligence, Buyer may, at its sole cost and the Closing Dateexpense and risk, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes purpose of inspecting conducting any and all inspections reasonably related to Buyer’s intended use of the Real Property or otherwise reasonably related to the purchase of the Property. In each instance of entry, prior to entering the Property, conducting soil testsBuyer shall provide Seller with reasonable advance notice of the instance of entry and shall obtain Seller’s approval of the intended date and time of such entry. Prior to the close of each instance of entry under this paragraph, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require Buyer shall restore the Property to assess substantially the condition of the Real Property and its compliance with laws; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property was in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser such entry. Buyer shall indemnify, defend, and hold harmless Seller harmless and its officers, directors, agents and employees from and against any and all liens, claims, liabilitiesactions, damages, lossesjudgments, liabilities, costs, and expenses of any kind or nature whatsoever (includingincluding reasonable attorneys’ fees and experts’ fees) caused by, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result arising out of, by reason ofrelating to, or in connection with ▇▇▇▇▇’s entry on and inspection of the Property. In addition to the indemnities provided above, ▇▇▇▇▇ agrees to indemnify, defend and hold harmless Seller, its officers, directors, agents and employees from and against any Purchaser's Activitiesand all liens, claims, actions, damages, judgments, liabilities, costs, and expenses (including reasonable attorneys’ fees and experts’ fees) caused by, arising out of, relating to, or in connection with Buyer’s handling, storage, discharge, transportation or disposal of any “hazardous substance” or “hazardous material” as defined at ORS 466.605 (7) (2011). Notwithstanding any provision For purposes of this Agreement paragraph, damages, costs, liabilities and expenses shall include any amounts claimed to be owed by any regulating and administering agency. The agreements in this paragraph to indemnify, defend, and hold harmless Seller, as well as Buyer’s obligation in this paragraph to restore the contraryProperty, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property. (B) Prior to any entry by Purchaser survive Closing or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Such insurance shall be written on an "occurrence" basis, and shall be maintained in force until the earlier of (i) the termination of this Agreement and the conclusion of all Purchaser's Activities; or (ii)Agreement.

Property Inspection. a) It is the Buyer’s sole responsibility to (A1) Between perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property and to be satisfied as to its compliance condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with laws; provided, however, that (i) any activities by or on behalf of Purchaserrespect to the Property, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real PropertyDisclosure Statements, or the other activities prior to entering into this Contract; and (3) to independently verify any information it deems important including information available in public records; and (4) to inquire of Purchaser or Purchaser's Designees with respect public officials as to the Real Property (hereinafter called "Purchaser's Activities"applicability of and compliance with land use and environmental laws, building ordinances, zoning, health & safety codes, and any other local, state or federal laws and regulations. b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activitieslimited to, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, lead-based paint tests, or inspections for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any party (including claims or liens of any Government unless required by law) kind against the Property for inspections, surveys, engineering reports, or for any other than work performed on the Property at Buyer’s request. Buyer agrees to its lendersdefend, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, protect and hold Seller and Auctioneer harmless from and against any and liability, damage, cost or expense incurred, directly or indirectly, by Seller or Auctioneer as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all claims, liabilities, damages, losses, costs, costs and expenses of incurred by such parties to enforce this Section, including reasonable attorneys’ fees whether any kind lawsuit or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or arbitration is commenced in connection with this Agreement. Buyer further agrees to repair any Purchaser's Activitiesdamage caused by such inspections and to restore the Property to its condition prior to the inspection. Notwithstanding This provision shall survive the Closing Date and any provision termination of this Agreement Contract. Buyer and/or their agents may not enter upon the Property without first obtaining Seller’s written authorization to the contrarydo so, Purchaser to be granted upon Seller’s sole discretion. Buyer agrees that it shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller andcause all contractors, if applicable, the lessor of any Leased Real Property. (B) Prior to any entry by Purchaser or any of Purchaser's Designees agents and other inspectors who enter onto the Real PropertyProperty to conduct the inspections, Purchaser shall: (i) procure surveys, reports or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer or Seller with a policy certificate of commercial general liability insurance, issued by an insurer reasonably satisfactory naming Seller and Auctioneer as additional insureds, for their review and approval prior to SellerBuyer’s and each such contractor, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Such insurance shall be written on an "occurrence" basis, and shall be maintained in force until agent or inspector’s entry onto the earlier of (i) the termination of this Agreement and the conclusion of all Purchaser's Activities; or (ii)Property.

Property Inspection. (A) Between To the date extent GECC has the right under the Merger Agreement to do so, and subject to any conditions set forth therein, GECC shall provide Purchaser the opportunity to make a physical inspection of the Real Property, including an inspection of the environmental condition thereof pursuant to the terms and conditions of this Agreement Agreement, to interview tenants of the Property, to conduct such non-invasive physical engineering and other studies and tests on or of the Closing DateProperty and to prepare surveys of the Projects as Purchaser deems appropriate in its sole discretion; provided, however, Purchaser understands and Purchaser's agentsagrees that any on-site inspections of the Property shall occur during normal business hours, employeesafter reasonable prior notice to GECC, contractorsand shall be conducted so as not to interfere unreasonably with the use of the Property by the Seller thereof or its tenants or with the management of each Project by its respective property manager. The Seller, representatives Arden and other designees (hereinafter collectively called "Purchaser's Designees") GECC each shall have the right to enter have a representative present during any such inspections and tenant interviews. If Purchaser desires to do any invasive testing at the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property and its compliance with laws; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's do so only after notifying GECC and obtaining GECC’s prior written consent disclose thereto, which consent may be withheld to the results extent GECC is required to request permission for such testing from the Seller and is thereafter unable after using good faith efforts to obtain the right to perform such inspections. Furthermore, such inspections may be subject to terms and conditions imposed by Arden in accordance with the Merger Agreement or otherwise reasonably imposed by Arden, GECC or Seller. Without limiting the foregoing, Purchaser at its sole cost and expense shall maintain adequate liability insurance naming Arden, GECC and Seller as additional insureds and shall promptly restore any damage to the Property to its condition prior to any such inspections or tests. Upon request from GECC, Purchaser will furnish to GECC copies of any of its investigations, examinations, tests, or inspections third-party reports received by Purchaser relating to any party (including inspection of the Property, without representation or warranty of any Government unless required by law) other than kind. Purchaser agrees to its lendersprotect, attorneysindemnify, consultantsdefend and hold GECC, Arden, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, claim for liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees), damages, injuries, liens or claims of any kind lien arising out of or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision resulting from the inspection of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property. (B) Prior to any entry Property by Purchaser or any of its agents or consultants other than resulting from conditions that are discovered but not caused or aggravated by Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless shall survive Closing or any Purchaser's Activities. Such insurance shall be written on an "occurrence" basis, and shall be maintained in force until the earlier of (i) the termination of this Agreement. The results of any such inspections shall in no event permit Purchaser to terminate this Agreement and or release Purchaser from its obligation to purchase the conclusion of all Purchaser's Activities; or (ii)Property.

Property Inspection. (A) Between the date of this Agreement Buyer and the Closing Date, Purchaser and Purchaser's its agents, employees, contractors, representatives employees and other designees (hereinafter collectively called "Purchaser's Designees") contractors shall have the right from the Effective Date through the Closing, upon 24 hours prior notice to Seller, to enter upon the Real Property and shall be afforded full and complete access to the Property, during normal business hours for the purposes purpose of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections making such investigations as Purchaser may reasonably require Buyer deems prudent with respect to assess the condition of the Property so long as Buyer does not interfere with Seller’s existing operations on the Real Property Property. Such inspections and its investigations may include, without limitation, invasive testing, survey preparation, confirmation of compliance with state and local laws; provided, howeverseismic tests, that and environmental and Hazardous Material (ias hereafter defined) any activities by or on behalf of Purchaser, studies (including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Propertysurface and subsurface tests, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in borings, samplings and measurements and air and water quality sampling). In the event that Buyer conducts any invasive testing, Buyer shall restore the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing immediately prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose such testing. Buyer may conduct any feasibility studies and other investigations of the results of any of its investigationsProperty and Buyer’s intended use thereof that Buyer deems necessary or appropriate, examinations, testsincluding compliance with, or inspections Buyer’s ability to any party (including any Government unless required by law) other than comply with, all applicable laws and regulations which relate to its lendersthe use and occupancy of the Property or Buyer’s intended residential development of the property, attorneyspermit, consultantszoning, land use, subdivision, and investors; any proposed impositions, assessments or governmental regulations affecting or potentially affecting the Property. Seller shall reasonably cooperate and (iv) Purchaser shall indemnifyassist Buyer in completing such inspections at no cost to Seller. Except as provided below, defend, Buyer agrees to indemnify and hold Seller and the Property harmless from and against any and all claims, demands, liabilities, damagesliens, lossesjudgments, costs, costs and expenses including, without limitation, reasonable attorneys’ fees and disbursements (collectively, “Claims”) arising out of the negligent conduct of Buyer, its employees, agents, contractors and consultants in conducting the Inspections and Investigations of the Property; provided, however, that such indemnification shall not cover any Claims which are attributable to (i) pre-existing adverse conditions affecting the Property, (ii) the conduct of Seller or any party for whom Seller is legally responsible, or (iii) Buyer’s discovery of any kind information potentially having a negative impact on Seller or nature whatsoever the Property (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result any claims arising out of, by reason of, resulting from or incurred in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor discovery of any Leased Real Hazardous Materials on or about the Property. (B) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities). Such insurance indemnification shall be written on an "occurrence" basis, survive the completion of such Inspections and shall be maintained in force until the earlier Investigations for a period of twenty four (i24) the termination of this Agreement and the conclusion of all Purchaser's Activities; or (ii)months.