Nautilus 2000 Annual Report Download - page 75

employees, contractors and agents on the Property. The indemnity set forth herein shall survive any termination or expiration of this Agreement.
3.4.1 Phase II Environmental. Notwithstanding any other provision of this Agreement, in the event Purchaser performs a "Phase I
Environmental Audit" of the Real Property and, in Purchaser's reasonable opinion, based upon the results thereof, Purchaser will
require a "Phase II Environmental Audit" as a condition to proceeding to Closing, and provided Purchaser is otherwise prepared to
waive the Feasibility Contingency as provided above, Purchaser shall not proceed with any such Phase II Environmental Audit but,
rather, Purchaser shall notify Seller within the thirty (30)day Phase I investigation period set forth in Section3.3.2 above that Purchaser
desires to conduct a Phase II Environmental Audit report reasonably acceptable to Purchaser (the "Phase II Notice"). Notwithstanding
anything to the contrary above, however, and to expedite completion of work prior to closing, Purchaser may initiate non-invasive
review relative to a Phase II Environmental Audit at the same time as it performs the Phase I Environmental Audit so long as Seller has
previously approved Purchaser's work plan for such non-invasive review, which approval will not be unreasonably withheld [or
delayed]. Following Purchaser's delivery of the Phase II Notice, Purchaser may promptly proceed (at Purchaser's sole cost and
expense) with a Phase II Environmental Audit ("Phase II") but only in accordance with the following conditions: (a)all work shall be
subject to the terms of Section3.4; (b)the Phase II contractor retained by Purchaser shall be subject to Seller's prior approval (which
approval shall not be unreasonably withheld), Seller shall be named as an additional insured under the Phase II Contractor's "all risk"
general liability insurance policy(ies) with limits not less than $1,000,000 per occurrence, and contractor shall agree to indemnify,
defend and hold Seller harmless from any and all liens, personal injuries, property damage, claims, actions, costs and expenses arising
from or relating to such contractor's activities on the Property; (c)Purchaser shall consult with Seller on the scope of the Phase II and
all work shall be under Seller's supervision; (d)Purchaser shall provide Seller its proposed Phase II work plan no later than five (5)days
prior to commencing any work, and no work shall commence if Seller objects thereto in its reasonable discretion; provided , if Seller
does not allow Purchaser to proceed with its Phase II Purchaser may terminate this Agreement without penalty as provided in
Section3.6 hereof by notice to Seller within five (5)days of Seller's notice to Purchaser that Seller will not allow the Phase II to
proceed; and (e)with respect to any and all sampling, Purchaser shall provide Seller split samples of all materials sampled or tested by
Purchaser and its contractor in sufficient quantity to allow Seller to perform its own independent test. In the event Purchaser elects to
proceed with a Phase II, and subject to extension as set forth in Section7.1 of this Agreement, Purchaser shall complete the Phase II
within twenty (20)days of the Phase II Notice, and shall provide Seller a copy of the Phase II report as well as any interim test results
or other reports from the Phase II contractor within said twenty (20)day period. Within five (5)business days of Purchaser's receipt of
the Phase II report Purchaser shall notify Seller of Purchaser's election to either: (i)accept the Phase II report in which event Purchaser
shall be conclusively deemed to have accepted the environmental condition of the Real Property and the Feasibility Contingency shall
be fully and conclusively waived; or (ii)not accept the Phase II report and terminate this Agreement without penalty in accordance with
Section3.6 below in which event all Earnest Money shall be returned to Purchaser, provided , Purchaser must have commercially
reasonable cause to not accept the Phase II report and shall provide Seller an opportunity to cure as follows:
If Purchaser has commercially reasonable cause not to accept the Phase II report, Purchaser shall provide Seller written notice
within five (5)business days of Purchaser's receipt of the Phase II report identifying each item of the Phase II report Purchaser
to which Purchaser objects, and upon such notice Purchaser shall be deemed to have accepted the Phase II report subject only
to the items set forth in Purchaser's notice to Seller. As used herein the phrase "commercially reasonable cause" shall include
but not be limited to Phase II report
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