282-22 Exhibit - HCP - West Orange - Pre-closing Access Agreement Execution (Dated 10_26_22).pdf

8567849 v1 #13423370.1 #13443682.1 pursuant to automated electronic archiving or IT back-up procedures, and (c) are back-up copies of such materials that are retained pursuant to regulatory or investigatory requirements of any Governmental Authority. Prior to the initial entry upon the Premises, Entrant shall advise anyone acting on behalf of Entrant, including the Permitted Parties, of the terms of this confidentiality provision and their obligation to be bound by it. This confidentiality provision shall survive the expiration or earlier termination of this Agreement for a period of one (1) year. 10. Indemnification. Except to the extent that any of the following arise in whole or in part from (i) any mere discovery by Entrant or any of Permitted Parties of any pre-existing conditions at the Premises, (ii) any diminution in the value of the Premises as a consequence of the results revealed by any tests, inspections, examinations and/or investigations, or (iii) the gross negligence or willful misconduct of the Owner Parties or any other person or entity granted rights of use and occupancy through Owner, Entrant shall indemnify, defend and hold the Owner Parties harmless from and against all claims, liabilities, actual losses, penalties, damages (excluding punitive, consequential, special, or indirect damages) and actual out-of-pocket costs, including, without limitation, reasonable third-party legal, engineering and other professional or expert fees and expenses, which are caused by Entrant and/or the Permitted Parties’ Activities on the Premises. Except to the extent that any personal injury or property damage arises in whole or in part from the gross negligence or willful misconduct of the Owner Parties, Entrant releases and covenants not to sue the Owner Parties with respect to any personal injury or property damage suffered by Entrant, any of the Permitted Parties, their respective employees, representatives, agents and/or any third party, resulting directly or indirectly, wholly or partly, from the breach of this Agreement or the Activities of Entrant or the Permitted Parties or both. This Section 10 shall survive the termination of this Agreement for a period of one (1) year. 11. Notices. Except for the notices provided pursuant to Section 7 of this Agreement, all notices or other communications required or permitted hereunder shall be in writing, and

riod of one (1) year. 11. Notices. Except for the notices provided pursuant to Section 7 of this Agreement, all notices or other communications required or permitted hereunder shall be in writing, and shall be given by any nationally recognized overnight delivery service with proof of delivery, or by e- mail (provided that such e-mail is confirmed by the sender by expedited delivery service in the manner previously described), sent to the intended addressee at the addresses set forth below, or to such other addresses or to the attention of such other persons as the addressee will have designated by written notice sent in accordance herewith. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement will be as follows: If to Owner: Township of West Orange Attention: John O. Gross, CFO 66 Main Street West Orange, New Jersey 07052 Email: jgross@westorange.org with a copy to: