Agenda - Council - 10/27/2020 - Laserfiche WebLink

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DocuSign Envelope ID: 212BB42A-7CCF-455C-9E93-F2222C55BE12 Seller's Title Notice, Buyer shall be deemed to have waived Buyer's objections to the extent Seller has not agreed to address them in Seller's Title Notice, the matters to which Buyer objected and Seller did not agree to resolve are deemed Permitted Exceptions, and the parties shall proceed to Closing in accordance with the terms of this Agreement and the terms of Seller's Title Notice. 7. RIGHT OF ENTRY. At all times after Buyer has deposited the Earnest Money with Seller and prior to any termination of this Agreement, Buyer (and its employees, agents, and contractors) may enter the Property for the purpose of conducting soil tests, environmental tests and additional survey work, subject to the following conditions: {00255405 2) a. Within one week after the termination of this Agreement, if either Seller or Buyer terminate this Agreement in accordance with the provisions hereof prior to Closing, Buyer must repair and or restore any damage Buyer or its employees, agents or contractors cause to the Property and remove any personal property, refuse or debris Buyer or its employees, agents or contractors brought onto or authorized third parties to bring onto the Property. b. Buyer must defend and indemnify Seller from and against and hold Seller harmless Seller from all "Claims," as defined in Section 10, arising out of, resulting from or relating to any loss of or damage to any property or business or out of any injury to or death of any person, if the loss, damage, injury, or death arises or is alleged to arise either wholly or in part from: (a) any action or omission of Buyer or its employees, agents, or contractors, while on the Property pursuant to this Section; or (b) actions or omissions of Buyer or Buyer's employees, agents, or contractors that cause or result in the release of any Hazardous Substance onto the Property or onto other property; provided Buyer will have no liability or obligation for incidental or consequential damages or damages relating to pre-existing conditions on the Property, including without limitation Hazardous Substances located on, within or under the Property and discovered by Buyer during its due diligence investigations. c. Buyer must comply with and shall cause it employees, agents, and contractors to comply with all applicable laws, while on the Property. d. Other than a standard Phase 1 environmental assessment, Buyer may not commence any environmental testing on the Property until Buyer submits a work plan for such testing to Seller and Seller approves the work plan, in writing. Seller may not unreasonably withhold, condition or delay Seller's approval of a work plan. e. If this Agreement is terminated, Buyer must, promptly and without demand from Seller, provide Seller with true and complete copies of all final reports relating to Buyer's geotechnical and environmental investigations and testing of the Property including, without limitation, any reports relating to any Phase I Environmental Site Assessment of the Property. Page 3 of 14