Reso 2015-2405 - Laserfiche WebLink

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16. Inspection. Buyer, its agents, employees and representatives shall have access to the Property within ten (10) days of the Effective Date of this Agreement with full right to: (a) inspect the Property, and (b) to conduct any and all inspections, investigations and tests thereon, including, but not limited to, soil borings and hazardous waste studies, and to make such other examinations with respect thereto as Buyer, its counsel, licensed engineers, surveyors, appraisers, or other representative may deem reasonably necessary ("Due Diligence Investigations") provided proper notice is given to Seller and all agents are accompanied by Seller's representatives with the understanding to maintain full confidentiality and not to disturb Seller's Tenant. Any Due Diligence Investigations of the Property by Buyer and all costs and expenses in connection with Buyer's Due Diligence Investigations of the Property shall be at the sole cost of Buyer and shall be performed in a manner not to unreasonably interfere with Seller's ownership of the Property. Buyer shall remove or bond any lien of any type, which attaches to the Property by virtue of any of Buyer' Due Diligence Investigations. Upon completion of any such Due Diligence Investigations, Buyer shall restore any damage to the Property caused by Buyer's Due Diligence Investigations except in the event of any gross negligence or misconduct by Seller or its agents. Buyer hereby indemnifies and holds Seller harmless, to the limit of Section 768.28 Florida Statutes from all loss, cost or expense, including, but not limited to, reasonable attorneys' fees and court costs resulting from Buyer's Due Diligence Investigations in connection with the Property. Notwithstanding anything contained herein to the contrary, Buyer shall not indemnify or hold Seller harmless with respect to, and Buyer shall not be required to, remove, remediate, dispose or otherwise deal with any "Hazardous Substance" (as hereinafter defined), samplings derived from the Property or property containing Hazardous Substances which it finds in connection with its Due Diligence Investigations of the Property. In the event the transaction does not close, Buyer will, upon written request, provide Seller all work product and information during due diligence at no cost or expense to Seller. Within ten (10) business days of the Effective Date, Seller shall deliver to Buyer hardcopies of any surveys, engineering reports, inspections reports and environmental studies, if any, which Seller has in its possession for Buyer's review. Additionally, Seller shall provide 9 of 14 112371632.2