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<br /> the same order and condition as on the Effective Date (as defined in Paragraph 26). Possession
<br /> of and legal title to the Real Property shall be delivered to Buyer free and clear of all tenancies
<br /> and occupancies, other than the possessory rights of Docktown Marina, Inc., the Subtenants, and
<br /> the Third Parties, as set forth in this Agreement.
<br /> 9. Authorization to Enter: Cooperation.
<br /> (a) Authorization to Enter. From and after the Effective Date, Buyer and its
<br /> agents, employees, contractors, consultants, and other designees (collectively, "Buyer's
<br /> Authorized Parties ") may, upon not less than 24 hours' prior notice, and where required with
<br /> the permission of Tenant and any affected Subtenant, enter upon the Real Property to conduct
<br /> any activity and perform any investigation, test, study or analysis for the purpose of determining
<br /> the feasibility of the Real Property for Buyer's planned development of the Real Property,
<br /> including, but not limited to, soils studies, Phase I and/or Phase II Hazardous Materials (as
<br /> defined in Paragraph 12(d)) studies (including asbestos, lead -based paint, soil, soil gas, mold,
<br /> indoor air and/or groundwater sampling), engineering and soil studies, tree surveys,
<br /> archeological studies, biological studies, utilities studies, hydrology studies, the status of all
<br /> leases, subleases, and other agreements, the identification of all occupants of the Real Property
<br /> and the agreements, if any, under which such persons or entities occupy the Real Property, and
<br /> any other matters necessary to evaluate the suitability of the Real Property for Buyer's
<br /> contemplated purposes, provided that such activities shall not unreasonably disturb the quiet
<br /> possession of Tenant and the Subtenants of their respective demised premises. Notwithstanding
<br /> the foregoing, no invasive testing of the Real Property or the Improvements shall be done
<br /> without Seller's written consent which shall not be unreasonably withheld (it being agreed that
<br /> Seller shall respond to Buyer's written request for consent within three (3) business days after
<br /> receipt of such request. Buyer shall pay all costs with respect to such studies and tests. Buyer's
<br /> Authorized Parties may bring such equipment on the Real Property as is necessary or appropriate
<br /> to make such studies. Buyer shall maintain, repair and restore the Real Property as necessary to
<br /> remedy any damage to the Real Property to the extent caused by the feasibility activities of
<br /> Buyer's Authorized Parties on the Real Property and shall indemnify and hold harmless Seller
<br /> from and against all suits, causes of action, claims, liabilities, damages, losses, fees, fines, costs
<br /> and expenses including attorneys' and experts' fees (collectively, "Claims "), for any death or
<br /> injury to persons or damage to property caused by the inspections and studies conducted by
<br /> Buyer's Authorized Parties, except that Buyer shall have no liability for and no obligation to
<br /> remedy any conditions or defects on or under the Real Property (i) not caused by a Buyer
<br /> Authorized Party including those that are discovered by a Buyer Authorized Party during its
<br /> investigations and inspections, or (ii) resulting from the acts or omissions of Seller, or any past
<br /> and/or present occupant of the Real Property or their respective agents, engineers, contractors,
<br /> consultants and representatives. Buyer's obligations to indemnify and hold Seller harmless
<br /> pursuant to this Paragraph (9a) shall survive the termination of this Agreement and the Closing.
<br /> (b) Cooperation. Seller shall provide Buyer and its consultants with the
<br /> opportunity to consult with Seller's environmental consultants and to review any work product
<br /> prepared by or in the possession of such consultants provided Seller is not legally or
<br /> contractually precluded from doing so. Seller shall cooperate (at no out -of- pocket cost to Seller)
<br /> in all reasonable respects in connection with Buyer's evaluation of the environmental condition
<br /> of the Property, including, with Seller's consent not to be unreasonably withheld, executing any
<br /> Purchase and Sale Agreement 1548 Maple
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