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commencing on the date of this Agreement and expiring at 5:00 p.m. Eastern time on the date
<br />that is sixty (60) days after the mutual execution and delivery of this Agreement have the
<br />opportunity to examine the Property, the Property's compliance with zoning and all other
<br />applicable laws, and the title to and the physical condition of the Property.
<br />(b) Restoration. Following completion of Buyer's inspections, Buyer shall
<br />promptly and diligently restore any portion of the Property disturbed or damaged by Buyer or its
<br />representatives to its condition prior to Buyer's entry hereunder, at Buyer's sole cost and
<br />expense.
<br />(c) Indemnification. Except to the extent arising from or out of the gross
<br />negligence or willful misconduct of Seller or Seller's officers, directors, employees and agents,
<br />Buyer shall indemnify, defend and hold harmless Seller and Seller's officers, directors,
<br />employees and agents from and against any and all claims, suits, actions, liabilities, losses,
<br />damages and expenses of every kind and nature (including, without limitation, reasonable
<br />attorneys' fees and court costs) arising in whole or in part from (i) any act or omission of Buyer
<br />or any of its employees, agents, contractors, subcontractors, attorneys, accountants, architects,
<br />engineers and other representatives while in, on or about the Property, and (ii) any loss, damage
<br />or injury, including death, that is suffered or sustained by, Buyer or any of its employees, agents,
<br />contractors, subcontractors, attorneys, accountants, architects, engineers and other
<br />representatives while in, on or about the Property. The provisions of this subsection (iii) will
<br />survive Closing or any termination of this Agreement.
<br />(d) Buyer's Termination Right. On or before the expiration of the Inspection
<br />Period, Buyer shall provide Seller with written notice of Buyer's election either (i) to proceed to
<br />Closing, in which event Buyer shall no longer have any right to terminate this Agreement
<br />pursuant to this Section 8 or (ii) to terminate this Agreement. Such election shall be made by
<br />Buyer in its sole and absolute discretion. If Buyer terminates this Agreement pursuant to this
<br />Section, the Deposit shall be promptly paid to Buyer, and thereafter neither party shall have any
<br />further rights, obligations or liabilities under this Agreement except to the extent any right,
<br />obligation or liability set forth in this Agreement expressly survives termination of this
<br />Agreement. If Buyer does not give Seller written notice terminating this Agreement prior to
<br />expiration of the Inspection Period, Buyer shall be deemed to have elected to proceed to Closing.
<br />(e) Release. Buyer acknowledges that it has had or will have an adequate
<br />opportunity to inspect the Property, including the physical and environmental condition of the
<br />property. Seller makes no representations or warranties with respect to the Property. Buyer
<br />releases the Seller and the Seller's officers, directors, partners, members, shareholders,
<br />employees, and agents from any and all claims, causes of actions, damages, liabilities, costs and
<br />expenses (including attorney's fees whether suit is instituted or not) whether known or unknown,
<br />liquidated or contingent (collectively the "claims") arising from or relating to any conditions,
<br />including environmental and other physical conditions, affecting the Property. The release set
<br />forth herein specifically includes, without limitation, any claims under any environmental laws
<br />of the United States, the state in which the Property is located or any political subdivision
<br />thereof, as any of those laws may be amended from time to time. The provisions of this
<br />subsection (e) will survive closing.
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