IAS MANAGEMENT (2) - Laserfiche WebLink

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Seller licenses the Buyer and its contractors to enter the Property for the purpose of undertaking the Due Diligence Investigations as the Buyer deems necessary and appropriate. The license given in this Section 2.8 shall only be effective until the earlier of: (i) the Close of Escrow, (ii) the termination of this Agreement, or (iii) the date of any Termination Notice provided hereunder. The Buyer shall conduct all Due Diligence Investigations during the Due Diligence Period at its sole cost and expense. The Buyer shall abide by any reasonable condition(s) of entry onto the Property required by Seller, whether or not set forth in this Agreement. Any Due Diligence Investigations by the Buyer shall not unreasonably disrupt any then -existing use or occupancy of the Property. (a) Limitations. The Buyer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without Seller's prior written consent. Following the conduct of any Due Diligence Investigations on the Property, the Buyer shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. (b) Indemnity. Buyer agrees to indemnify, defend and hold the Seller, and its officers, employees and agents, harmless from and against all actual damages, judgments, costs, expenses and fees arising from or related to any act or omission of Buyer in performing its Due Diligence Investigations under this Agreement (excluding discovery of any pre-existing conditions at the Property), except to the extent arising out of the negligence or willful misconduct of Seller, its officers, employees or agents. (c) Insurance. Prior to any entry upon the Property by or on behalf of Buyer, Buyer (at Buyer's sole cost and expense) shall provide Seller with a certificate of Buyer's liability insurance policy designating Seller as an additional insured. The foregoing certificate shall evidence that Buyer has obtained a policy or policies of comprehensive general liability and property damage insurance against loss, damage or liability for injury to or death of any person, or loss or damage to property occurring in or about the Property. Such insurance shall include comprehensive general liability coverage for bodily injury and property damage in the amount of at least $1,000,000.00 combined single limit, and shall include automobile liability coverage for bodily injury and property damage in the amount of at least $1,000,000.00 combined single limit. The foregoing policy or policies shall contain a provision that such policy or policies will not be cancelled, reduced in coverage, renewed or otherwise amended in any manner until at least thirty (30) days prior written notice has been given to Seller. Buyer shall see that insurance coverage as provided in this paragraph is maintained throughout the duration of Buyer's right of entry onto the Property. 3. REPRESENTATIONS AND WARRANTIES OF PARTIES 3.1 Representation and Warranties of Seller Seller makes the following representations and warranties with respect to the Property, each of which shall survive Close of Escrow: