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reasonable times established by Seller, but only for the purpose of conducting tests and making
<br />site inspections and investigations. In doing so, however, Buyer agrees not to cause any damage
<br />or make any physical changes to the Property or interfere with the rights of Tenants or others
<br />who may have a legal right to use or occupy the Property. Seller or its representative shall have
<br />the right to be present to observe any testing or other inspection performed on the Property (and
<br />Buyer shall provide Seller with reasonable advance notice of all testing and inspections to be
<br />performed on the Property). Under no circumstances shall the right of entry granted herein be
<br />interpreted as delivery of possession of the Property prior to Closing. Buyer and Buyer's agents
<br />and contractors shall maintain at all times during their entry upon the Property, commercial
<br />general liability insurance with limits of not less than $1,000,000.00 combined single limit,
<br />bodily injury, death and property damage insurance per occurrence. Each policy of insurance
<br />shall name Seller as an additional insured party, with such coverage being primary whether or
<br />not the Seller holds other policies of insurance. Buyer or Buyer's agents or contractors shall
<br />deliver a certificate issued by the insurance carrier of each such policy to Seller prior to entry
<br />upon the Property.
<br />2.4 Indemnification. To the extent allowed by law., Buyer shall protect, defend, indemnify,
<br />save and hold harmless the Seller Group against any and all claims, demands, fines, suits,
<br />actions, proceedings, orders, decrees, judgments, damage or liability (including attorneys' fees
<br />incurred by the Seller Group with respect thereto) of any kind or nature, by or in favor of anyone
<br />whomsoever, resulting from, arising from, or occasioned in whole or in part by any act or
<br />omission by Buyer, its agents, contractors, employees, representatives or invitees in, upon, or at
<br />the Property, or from Buyer's inspection, examination and inquiry of or on the Property. The
<br />provisions of this Section shall survive the Closing or termination of this Agreement.
<br />2.5 Buyer's Obligations with Respect to Inspections. If Buyer or its agents, employees or
<br />contractors take any sample from the Property in connection with any testing, Buyer shall, upon
<br />the request of Seller, provide to Seller a portion of such sample being tested to allow Seller, if it
<br />so chooses, to perform its own testing. Buyer shall restore the Property to its original condition
<br />promptly after Buyer's independent factual, physical and legal examinations and inquiries of the
<br />Property, but in no event later than ten (10) days after the damage occurs. Without limiting
<br />Seller's remedies for any such damage, Buyer's obligation to restore shall be secured by Seller's
<br />right to setoff against the Deposit. Buyer shall promptly pay for all inspections upon the
<br />rendering of statements therefor. Buyer shall not suffer or permit the filing of any liens against
<br />the Property and if any such liens are filed, Buyer shall promptly cause them to be released or
<br />otherwise eliminated from being a lien upon the Property. In the event the transaction
<br />contemplated by this Agreement is not closed for any reason whatsoever, Buyer shall (a) deliver
<br />all of the Due Diligence Reports to Seller at no cost to Seller; and (b) remain obligated with
<br />respect to the indemnities and other obligations contained in this Agreement. The provisions of
<br />this Section shall survive the Closing or termination of this Agreement.
<br />2.6 Condition of the Property. If this Agreement is not terminated pursuant to Section 2.2
<br />above, Buyer shall be deemed to have acknowledged that Seller has provided Buyer sufficient
<br />opportunity to make such independent factual, physical and legal examinations and inquiries as
<br />Buyer deems necessary and desirable with respect to the Property and the transaction
<br />contemplated by this Agreement and that Buyer has approved the Property in all respects. The
<br />MIAMI 2957652.8 79037/33274
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