RDA Agmt 2009 Norcal AL LLC - Laserfiche WebLink

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14. Right of Entry. Prior to close of escrow, Buyer and Buyer's employees and agents shall have the right, upon reasonable notice to Seller, to enter upon the Property for the purpose of inspecting, examining, surveying and reviewing the Property. Buyer's inspection, examination, survey and review of the Property shall be at Buyer's sole expense. Buyer shall obtain Seller's advance consent in writing to any proposed physical testing of the Property by Buyer or Buyer's agents, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall repair, restore and return the Property to its original condition after such physical testing, at Buyer's sole expense. Buyer shall schedule any such physical tests during normal business hours unless otherwise approved by Seller. Buyer agrees to indemnify Seller and hold Seller harmless from and against all liability, loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) resulting from Buyer's or Buyer's agents entry upon the Property, except to the extent that such liability, loss, cost, damage and expense arises as a result of the negligence or other wrongful conduct of Seller or its agents. 15. Seller's Conditions to Closing. The close of escrow and Seller's obligation to sell the Property pursuant to this Agreement are conditioned upon: (i) the performance by Buyer of each obligation to be performed by Buyer under this Agreement and the Settlement Agreement within the applicable time period, or waiver by Seller of such obligation; and (ii) Buyer's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the close of escrow. Should any such condition to closing fail to occur, excepting any such conditions that have been waived by Seller, and such failed condition or default is not satisfied or cured within thirty (30) days after Buyer's receipt of written notice from Seller (ar, if said condition or default is of a nature that cannot be reasonably satisfied or cured by Buyer within 30 days, within said period Buyer does not commence to cure the default and thereafter diligently pursue said satisfaction or cure to completion), Seller shall have the right, exercisable by giving written notice to Buyer, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Seller to Buyer or deposited with the Escrow Agent by or on behalf of Seller. The exercise by Seller of its termination right shall not constitute a waiver by Seller of any other rights Seller may have at law or in equity. The parties agree that the Closing Date shall be extended as necessary to effectuate the cure rights under this paragraph. 16. Seller's Representations and Warranties. The Parties agree that except as set forth in this Agreement or the Settlement Agreement, neither Seller nor any agent or representative of Seller has made any representations or warranties regarding the Property, including without limitation any representations or warranties concerning the Property's physical condition, access, zoning laws, environmental matters, utilities, physical equipment or fixtures on the Property, or any other matter affecting the Property or the use of the Property; and Buyer has not relied and will not rely on any implied warranties, guaranties, statements, representations, or information about the Property, whether made by Seller or any agents or representatives of Seller except as set forth in this Agreement. Buyer has examined the Property, is familiar with its physical or environmental condition and accepts the Property in its "as is" condition. Buyer reserves the right to perform a standard Phase I and Phase II environmental review and analysis of the Property. 1225087-5 $