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the Closing, Buyer shall be entitled to commence construction of the Intended <br />Improvements. In the event Buyer has timely submitted all required applications and plans, <br />and Seller has had sufficient opportunity to review such submittals, but Buyer still has not <br />obtained all of the Approvals within one (1) year following the Effective Date, Buyer shall <br />have the right, but not the obligation, to terminate this Agreement by written notice to Seller, <br />whereupon the Escrow Deposit (less the Independent Consideration) shall be immediately <br />returned by the Escrow Holder to Buyer, and this Agreement, and the obligations of the <br />parties hereunder, shall terminate (other than those obligations that expressly survive a <br />termination of this Agreement). <br />(f) No material adverse physical change to the Property, including <br />those caused by condemnation and /or casualty, shall have occurred subsequent to the <br />Effective Date and on or prior to the Close of Escrow. <br />2.7 Seller Conditions Precedent to Close of Escrow <br />For the benefit of Seller, the Close of Escrow shall be conditioned upon the <br />timely performance by Buyer of all obligations required by the terms of this Agreement. <br />2.8 License to Enter Property During Due Diligence Period <br />Seller licenses the Buyer and its contractors to enter the Property for the <br />purpose of undertaking the Due Diligence Investigations as the Buyer deems necessary <br />and appropriate. The license given in this Section 2.8 shall only be effective until the earlier <br />of: (i) the Close of Escrow, (ii) the termination of this Agreement, or (iii) the date of any <br />Termination Notice provided hereunder. The Buyer shall conduct all Due Diligence <br />Investigations during the Due Diligence Period at its sole cost and expense. The Buyer <br />shall abide by any reasonable condition(s) of entry onto the Property required by Seller, <br />whether or not set forth in this Agreement. Any Due Diligence Investigations by the Buyer <br />shall not unreasonably disrupt any then - existing use or occupancy of the Property. <br />(a) Limitations. The Buyer shall not conduct any intrusive or <br />destructive testing of any portion of the Property, other than low volume soil samples, <br />without Seller's prior written consent. Following the conduct of any Due Diligence <br />Investigations on the Property, the Buyer shall restore the Property to substantially its <br />condition prior to the conduct of such Due Diligence Investigations. <br />(b) Indemnity. Buyer agrees to indemnify, defend and hold the <br />Seller, and its officers, employees and agents, harmless from and against all actual <br />damages, judgments, costs, expenses and fees arising from or related to any act or <br />omission of Buyer in performing its Due Diligence Investigations under this Agreement <br />(excluding discovery of any pre- existing conditions at the Property), except to the extent <br />arising out of the negligence or willful misconduct of Seller, its officers, employees or <br />agents. <br />(c) Insurance. Prior to any entry upon the Property by or on behalf <br />of Buyer, Buyer (at Buyer's sole cost and expense) shall provide Seller with a certificate of <br />Buyer's liability insurance policy designating Seller as an additional insured. The foregoing <br />N7 <br />