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(c) Buyer's representations and warranties are true and correct in all material respects.
<br />In the event any of Seller's Conditions set forth in this Section are not satisfied by the end of the Inspection
<br />Period, Seller may, by written notice to Buyer not later than 5:00 p.m. on the end of the Inspection Period, terminate this
<br />Agreement, whereupon the Deposit (and any Additional Deposit) shall be retained by and paid to Seller and the parties
<br />shall, thereafter, be released from any further obligations hereunder each to the other, and Buyer shall pay all the expenses
<br />of the Escrow Agent and the Title Company. In the event that Seller elects not to terminate this Agreement, Seller shall
<br />be deemed to have waived its right to terminate based on Seller's Conditions, and the parties shall proceed to Closing
<br />upon the terms contained herein without an adjustment in the Purchase Price.
<br />15. Due Diligence, Inspection and Right of Access: During the Inspection Period, upon notice to and
<br />coordination with Seller, Buyer (and Buyer's consultant(s) or agent(s)) shall at Buyer's sole expense have the right to
<br />assess, analyze, inspect, test and evaluate the Property from and after the Effective Date to determine the suitability and
<br />feasibility of the Property for Buyer's intended use thereof ("Due Diligence"); provided Buyer does not violate any
<br />covenants and restrictions imposed on the Property as reflected in documents on public record. Upon notice to and in
<br />coordination with Seller, Buyer and Buyer's consultant(s) or agent(s) shall have the right to enter upon the Property (at
<br />Buyer's sole expense) to inspect and examine the same and to conduct any and all studies, testing, borings, surveys,
<br />examinations and sampling and obtain all such Tests and Reports as Buyer or Buyer's lender (as applicable) deem either
<br />necessary or desirable (the "Inspections"). Buyer shall, at Buyer's expense, reasonably restore the Property to the
<br />preexisting condition thereof (if and as applicable). Buyer hereby agrees to indemnify, defend and hold harmless Seller
<br />from and against any losses, liabilities, damages, costs or expenses incurred by Seller as a result of Buyer's inspection
<br />activities at the Property; provided, however, notwithstanding any other provisions of this Agreement, Seller shall have
<br />no liability for Buyer's discovery of negative facts regarding the Property and any resulting diminution in the value of
<br />the Property. Buyer acknowledges and agrees that any such Inspections conducted by Buyer or Buyer's agents and
<br />representatives shall be solely at the risk of Buyer. Buyer shall carry commercial general liability insurance covering all
<br />activities conducted by Buyer, its agents, contractors and engineers on the Property. Such insurance shall have limits of
<br />not less than $1,000,000.00 for personal injury to or death of any one person, $2,000,000.00 for personal injury to or
<br />death of any number of persons in any one accident and $500,000.00 for property damage, and shall name Seller as an
<br />additional insured. All of the obligations of Buyer under this Section shall survive Closing or the termination of this
<br />Agreement.
<br />Buyer agrees that it shall treat all Tests and Reports as confidential materials and shall not disclose any portion
<br />thereof except: (i) to the extent necessary in connection with its evaluation of the Property and to its attorneys, consultants
<br />and potential lenders; (ii) to the extent required by law; or (iii) with the express written consent of Seller. Notwithstanding
<br />any provision in this Agreement to the contrary, and except as may be required by applicable law, neither Buyer nor
<br />Buyer's agents shall contact any governmental authority regarding Buyer's discovery of any Hazardous Substances (as
<br />hereinafter defined) on, or any environmental conditions at, the Property without Seller's prior written consent thereto.
<br />In addition, if Seller's consent is obtained by Buyer, Seller shall be entitled to receive at least two business days prior
<br />written notice of the intended contact and to have a representative present when Buyer has any such contact with any
<br />governmental official or representative. For the purposes of this Agreement, the term "Hazardous Substances" shall have
<br />the same definition as is set forth in CERCLA (the "Superfund Act"); provided, however, that the definition of the term
<br />"Hazardous Substances" shall also include (if not included within the definition contained in the Superfund Act)
<br />petroleum and related byproducts, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl
<br />compounds.
<br />16. Seller's Representations and Warranties: Seller covenants, represents and warrants to Buyer ("Seller's
<br />Covenants"), that both as of the Effective Date and as of the Closing Date:
<br />(a) Seller owns fee simple and insurable Title to the Property and that Buyer will acquire the Property
<br />from Seller free and clear of all liens, encumbrances, claims, demands, easements, covenants, conditions, proffers,
<br />restrictions and encroachments of any kind or nature, subject to the Permitted Encumbrances, and other exceptions
<br />relating to the Property as set forth in Schedule B of the Commitment (as acceptable to or accepted by Buyer).
<br />(b) Other than those found within the Permitted Encumbrances, Seller has not entered into any other
<br />agreements to sell, mortgage, lease, encumber or dispose of any interest in the Property or any portion thereof or any
<br />agreement which imposes restrictions on the ability or right of Seller to sell or transfer the Property or any interest therein
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