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Feasibility Review/Right of Entry: <br /> <br />3.1. <br /> <br />For forty five (45) days from the date of execution of this Agreement by Buyer ("Feasibility <br />Review Period"), Buyer and its agents and contractors may enter upon the Property to perform <br />environmental audits, soil tests, engineering and feasibility studies of the Property. If the <br />results of such audits, tests or studies, or Buyer's review of title or any other matters relating <br />to the Property are unsatisfactory, Buyer may terminate this Agreement by giving Seller <br />written notice before the end of the Feasibility Review Period. If no such written notice of <br />termination is given before the end of the Feasibility Review Period, the Property will be <br />deemed suitable for Buyer's purposes. In the event of such termination by Buyer, then Buyer <br />shall surrender to Seller copies of all audits, soils, engineering and any other reports prepared <br />for Buyer pertaining to the Property and such reports will become the sole property of Seller <br />without cost or expense of Seller and this Agreement will terminate without any further force <br />and effect, and without further obligation of either party to the other. <br /> <br />3.2. Buyer's right to enter upon the Property pursuant to Section 3.1 is subject to the following: <br /> <br />(a) <br /> <br />Buyer will indemnify to the maximum extent as allowed by Texas Law, defend and <br />save harmless Seller and/or Seller's affiliates (Seller's affiliates means any <br />corporation which directly or indirectly controls or is controlled by or is under <br />common control with Seller), their officers, agents and employees, against and from <br />any and all liability, loss, costs and expense of whatsoever nature growing out of <br />personal injury to or death of persons whomsoever, or loss or destruction of or <br />damage to property whatsoever, where such personal injury, death, loss, destruction <br />or damage arises in connection with the entry upon the Property by Buyer, its agents <br />or contractors prior to Closing. <br /> <br />(b) <br /> <br />Buyer and Buyer's agents and contractors (collectively "Contractors") will maintain <br />in confidence all information, reports, and evaluations generated in connection with <br />any environmental assessments and will not make disclosure without the prior written <br />consent of Seller. If Buyer discovers hazardous or toxic substances or materials, <br />Buyer will immediately notify Seller. <br /> <br />(c) <br /> <br />Buyer will promptly deliver to Seller the results and copies of any and all reports, <br />evaluations, tests and studies generated in connection with any environmental <br />assessments. Prior to the issuance of any f'mal environmental report, Seller will have <br />the opportunity to make comments, pose questions and offer recommendations to the <br />Contractor preparing the report. <br /> <br />(d) <br /> <br />Buyerto the maximum extent as allowed by Texas Law agrees to indemnify, defend <br />and hold harmless Seller against and from any and all liens, claims, demands, costs <br />and expenses of whatsoever nature in any way connected with or growing out of any <br />work done, labor performed or materials furnished at the Property on behalf of Buyer <br />prior to Closing. <br /> <br />(e) <br /> <br />If the sale of the Property does not close, Buyer will, as soon as possible and at <br />Buyer's sole expense, restore the Property to the same condition it was in <br /> <br /> <br />