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Buyer of any defense to its obligations hereunder; provided, however, that Buyer shall not be liable hereunder for any conditions discovered (but not caused) by Buyer. Buyers indemnification obligations set forth herein shall survive the Close of Escrow and shall survive the termination of this Agreement prior to the Close of Escrow. Prior to any entry upon the Property by Buyer or Buyers agents, contractors, subcontractors or employees, Buyer shall deliver to Seller evidence that Buyer is carrying a commercial general liability insurance policy with a financially responsible insurance company, covering the activities of Buyer, and Buyer's agents, contractors, subcontractors and employees on or upon the Property. Such insurance policy shall have a per occurrence limit .of not less than Two Million Dollars ($2,000,000.00). Buyer shall keep the Property free and clear of any mechanic.s liens arising out of Buyers entry on the Property. 9. BUYER'S CONDITIONS. Buyer's obligations under this Agreement are conditioned upon the satisfaction or waiver of each of the following conditions, which are for the sole benefit of Buyer and which may be waived or exercised only by Buyer. If such conditions are not satisfied or waived in the manner set forth below, then Buyer shall have the right, exercisable in Buyer's sole discretion, to terminate this Agreement. Upon such termination, Buyer and Seller shall be released from all obligations created by this Agreement (except Buyer's obligations which expressly survives the termination of this Agreement or Close of Escrow, including Buyer's obligations under paragraDh 8 above), all deposits and interest earned thereon and other proceeds delivered to Title Company by Buyer shall be returned to Buyer, and all documents delivered to Buyer by Seller shall be returned to Seller. If Buyer fails to notify Seller as to whether any of such conditions are satisfied or unsatisfied within the time period set forth below for each such condition, then such condition shall be deemed unsatisfied and this Agreement shall terminate. (a) Phvsical Condition of P roDe rty. Within three business days of the Date of Agreement, Seller shall deliver to Buyer the physical inspection and termite inspection reports. Within five business days after the Date of Agreement ("Feasibility Periodll) Buyer's written approval of the physical condition of the Property, including the physical inspection and termite inspection reports. (b) Documents and Information. Within the Feasibility Period, Buyer's written approval of such documentation and information as identified in Paraaraoh 7, above. (c) Title. Buyer's having approved title to the Property pursuant to, and within the time period set forth in, Paraaraoh 6 above. 10. SELLER'S COVENANTS. REPRESENTATIONS AND WARRANTIES. Seller covenants, represents and warrants to Buyer as follows, and acknowledges that Buyer shall rely upon such covenants, representations and warranties, each of which shall be true and correct as of the Close of Escrow and shall survive the Close of Escrow, for a period of 24 months: Page 5 of 16 C ;\Documents and Settlngs\Dell Optiplex GX520\My Documents\PurchaseAgnt7.6.09redline\PurchaseAgnt.doc