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directly caused by Seller's discharge of Hazardous Materials onto the Property) . Notwithstanding
<br /> anything to the contrary set forth herein, this release shall survive the Closing or termination of this
<br /> Agreement.
<br /> 4 . INSPECTION PERIOD.
<br /> VNEWEEMEN
<br /> a. Inspection Period . From and after the Effective Date through 5 : 00 p .m. EST on that
<br /> date which is forty-five (45 ) days after the Effective Date (the " Inspection Period "), upon reasonable
<br /> notice to Seller, Seller shall afford to Buyer and authorized representatives of Buyer reasonable
<br /> access to the Property in order that Buyer may have full opportunity to inspect the Property, conduct
<br /> surveys and perform tests of the Property, subject to the following : (i) Buyer and its agents, officers ,
<br /> directors, partners, contractors , employees, successors and assigns (collectively, " Buyer' s
<br /> Representatives " ) shall restore the Property to its prior condition, reasonable wear and tear excepted ;
<br /> (ii) To the extent allowed by law and without waiving its sovereign immunity, Buyer and Buyer' s
<br /> Representatives shall indemnify and hold Seller, its officers , directors , employees and agents,
<br /> harmless from all loss, cost or damage, direct or indirect, including, without limitation, attorneys'
<br /> fees, arising from the aforesaid investigations ; and (iii) Buyer's obligations pursuant to clauses (i) and
<br /> (ii) shall survive the delivery of the Deed or earlier termination of this Agreement for any reason.
<br /> b . Buyers Inspections . In furtherance of the foregoing, Buyer, at its sole cost, may
<br /> perform or cause to be performed, on its own behalf and at its own expense, without limitation, an
<br /> appraisal, engineering reports and other environmental site assessments, contract reviews and
<br /> physical conditions of the Property.
<br /> c . Termination of Agreement. If, on or before the expiration of the Inspection Period,
<br /> Buyer, in Buyer' s sole discretion, determines that the results of any investigation conducted by Buyer
<br /> pursuant to this Paragraph are not satisfactory to Buyer, or Buyer is unable to obtain any permits or
<br /> approvals deemed necessary by Buyer, then, Buyer may, at Buyer' s option, notify Seller in writing,
<br /> prior to the expiration of the Inspection Period, of Buyer' s election to terminate this Agreement. If
<br /> Buyer so elects to terminate this Agreement pursuant to this provision, then the Deposit, together
<br /> with all interest earned thereon, if any, shall be returned to Buyer and this Agreement shall thereupon
<br /> terminate without recourse to the parties (except as otherwise provided in this Agreement) and
<br /> without any obligation to pay brokerage commissions . In the event Buyer fails to so notify Seller of
<br /> Buyer's termination of this Agreement prior to the expiration of the Inspection Period, (i) the Deposit
<br /> shall become non-refundable and shall be deemed earned by Seller regardless of whether the
<br /> transaction is consummated (unless such failure is the result of Seller' s material default) , and (ii)
<br /> Buyer shall be deemed to have waived Buyer's right to terminate this Agreement under the terms of
<br /> this Paragraph. Buyer agrees that, in the event this transaction is not consummated for any reason,
<br /> Buyer shall furnish to Seller copies of any written reports or documents in respect of the Property
<br /> paid for in whole or part by Seller and any original permits in the Buyers' possession.
<br /> 5 . TITLE INSURANCE.
<br /> a. Commitment. On or before twenty (20) days after the Effective Date , Seller shall
<br /> deliver to Buyer, at Seller' s expense unless otherwise set forth herein, a binder for an ALTA Form
<br /> SLK_SAR: # 191001v2 5
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