IN-N-OUT BURGERS (2) - 2017 - Laserfiche WebLink

Home Browse Search

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 and other than as expressly described herein, 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 and employees, 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 or employees. For the avoidance of doubt, Seller acknowledges that Buyer shall be under no obligation whatsoever with respect to any hazardous substances or other defects, including, but not limited to, contaminated soil and/or other materials, extracted or otherwise discovered by Buyer in the performance of its Due Diligence Investigations of the Property and Seller shall bear all liability and responsibility with respect thereto, and Buyer shall not be obligated to indemnify, defend or hold Seller harmless due to the discovery or existence of any hazardous substances or other defects on or about the Property nor shall Buyer be obligated to indemnify, defend or hold Seller harmless from any liens, claims, losses, liabilities or expenses arising out of or resulting directly or indirectly from the acts, omissions or negligence of Seller or any party acting by, through or under Seller. (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 injuryto 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. 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: