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reconciliation shall be final. Optionee shall prepare the tenant reconciliations for Owner's
<br /> review. Optionee shall transmit such information to Tenant.
<br /> 8. Possession. Exclusive ossession of the Real Property shall be delivered to
<br /> p p Y
<br /> Optionee as of the Closing Date, subject only to the possessory rights of the Tenant under the
<br /> Lease. Until possession is delivered to Optionee, at its sole cost and expense Owner shall
<br /> maintain and keep the Real Property in not less than the same order and condition as on the
<br /> Agreement Date. Possession of and legal title to the Real Property shall be delivered to Optionee
<br /> free and clear of all tenancies and occupancies, other than the possessory rights of the Tenant.
<br /> 9. Authorization to Enter; Cooperation.
<br /> (a) Authorization to Enter. From and after the Execution Date, Optionee and
<br /> its agents, employees, contractors, consultants, and other designees (collectively, "Optionee's
<br /> Authorized Parties ") may, upon three (3) business days' prior written notice, enter upon the
<br /> Real Property to conduct any activity and perform any investigation, test, study or analysis for the
<br /> purpose of determining the feasibility of the Real Property for Optionee's planned development
<br /> of the Real Property, including, but not limited to, soils studies, Phase I and /or Phase H
<br /> Hazardous Materials (as defined in Paragraph 12(d)) studies, engineering and soil studies, tree
<br /> surveys, archeological studies, biological studies, utilities studies, hydrology studies and any
<br /> other matters necessary to evaluate the suitability of the Real Property for Optionee's
<br /> contemplated purposes. Notwithstanding the above (i) no invasive testing shall be done without
<br /> Owner's written consent which shall not be unreasonably withheld (it being agreed that Owner
<br /> shall respond to Optionee's written request for consent within three (3) business days after
<br /> receipt of such request), and (ii) Optionee shall provide Owner with copies of all results and
<br /> reports received as a result of any investigation, test, study, or analysis regarding the physical
<br /> condition of the Property done by any third party consultants on behalf of Optionee. Optionee
<br /> shall pay all costs with respect to such studies and tests. Optionee's Authorized Parties may
<br /> bring such equipment on the Real Property as is necessary or appropriate to make such studies.
<br /> Optionee shall maintain, repair and restore the Real Property as necessary to remedy any damage
<br /> to the Real Property to the extent caused by the feasibility activities of Optionee's Authorized
<br /> Parties on the Real Property, shall take reasonable precautions to minimize interference with the
<br /> activities of Owner on the Real Property, and shall indemnify and hold harmless Owner and
<br /> Owner's Parties (as hereinafter defined in Paragraph 13(d)) from and against all suits, causes of
<br /> action, claims, liabilities, damages, losses, fees, fines, costs and expenses including attorneys'
<br /> and experts' fees (collectively, "Claims "), for any injury, loss, or damage to persons or property
<br /> occurring in connection with the inspections and studies conducted by Optionee's Authorized
<br /> Parties, except that Optionee shall have no liability for and no obligation to remedy any
<br /> conditions or defects on or under the Real Property (i) not caused by a Optionee Authorized Party
<br /> including those that are discovered by a Optionee Authorized Party during its investigations and
<br /> inspections, or (ii) resulting from the acts or omissions of Owner, or any past and /or present
<br /> occupant of the Real Property or their respective agents, engineers, contractors, consultants and
<br /> representatives. Optionee's obligations to indemnify and hold Owner and Owner's Parties
<br /> harmless pursuant to this Paragraph (9a) shall survive the termination of this Agreement and the
<br /> Closing.
<br /> Option Agreement 70 Chemical
<br /> 10.05.2010 v.5
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