AgdaPkt 2016-10-17 Closed and Special Joint SA PFA

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6.3.C. - Page 11 Buyer the amendment to the Title Documents, and the parties shall follow the objection procedures outlined hereinabove in connection with any such objections by Buyer. (ii) conduct any and all non-destructive inspections, investigations, tests and studies with respect to the City Property as Buyer may elect to make or maintain. The cost of any such inspections, tests and/or studies shall be borne by Buyer. During the Inspection Period, Buyer and Buyer's employees, agents, contractors, subcontractors and consultants (collectively, "Buyer's Representatives") shall have the right to enter upon the City Property, at reasonable times during ordinary business hours upon notice to City of at least one business day prior to entry, to perform such inspections, investigations, tests and studies. Buyer, in performing its inspections, investigations, tests and studies hereunder shall not unreasonably interfere with the operation of the City Property, and agrees to coordinate its activities on the City Property with City in advance to avoid any such interference. Following any such tests or inspections, Buyer agrees to promptly return any portions of the City Property damaged or altered by Buyer during such tests or inspections to substantially the same condition which existed prior to such test or inspection. Buyer shall indemnify, defend and hold City and the City Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the City Property by Buyer or Buyer's Representatives or liens arising from Buyer's due diligence review of the City Property. Prior to any entry onto the City Property by any of Buyer's Representatives, Buyer shall deliver to City an endorsement to a commercial general liability insurance policy which evidences that such Buyer's Representative is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to City, covering the activities of such Buyer's Representative on or upon the City Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million Dollars ($1,000,000) and an aggregate limit of at least Three Million Dollars ($3,000,000), shall name City as an additional insured, and shall be primary and non-contributing with any other insurance, self-insurance or joint self-insurance available to City. The terms of this subsection shall survive the Closing and termination of this Agreement; and (iii) prior to the end of the Inspection Period, Buyer may deliver a written notice to the City of its disapproval of a condition on the City Property (provided, however, the parties agree that objections to the Title Documents shall be governed by the procedures set forth above in Section 6.1(a)(i)), at which time this Agreement shall terminate, the Deposit shall revert to Buyer, and the Parties shall have no further obligations or rights to one another under this Agreement, unless otherwise specifically stated. (b) Title Insurance. Title shall be evidenced by Escrow Holder's title insurance underwriter ("Title Company") issuing its standard American Land Title Association ("ALTA") Owner's Policy of Title Insurance (2006) to Buyer in an amount equal to the Purchase Price, showing title to the City Property vested in Buyer, subject OAK#4848-2211-8201 v3 Page 5 of 29 ATTYIAGRI2016.297/BUTLER MAIN STREET PURCHASE&SALE AGREEMENT FOR 4 REMNANT PROPERTIES REV:10-10-16 VR