Common use of Buyer’s Investigation Clause in Contracts

Buyer’s Investigation. Buyer shall have until December 16, 2011, or sooner (“Investigation Period”) to conduct feasibility and other studies at Buyer’s sole cost, to review title, and conduct any inspections desired by Buyer. The cost of Buyer’s investigation of the Property shall be borne solely by Buyer. Additionally, Buyer shall indemnify, defend and hold harmless Seller from and against any and all damage to the Property incurred as a result of Buyer’s investigation and shall return the Property to its original condition. If Buyer determines that Buyer does not wish to proceed with the purchase of the Property for any reason or no reason whatsoever in Buyer’s sole discretion, Buyer may cancel this Agreement by written notice to Seller and Escrowholder prior to the expiration of the Investigation Period. If Buyer does not cancel this Agreement within the time period set forth above, then Buyer shall be deemed to have approved the condition of the Property in all respects and Buyer’s right to terminate under this Section 6(c) shall terminate. For purposes of facilitating the investigation, Seller grants to Buyer and Buyer’s agents, employees and contractors a non-exclusive right and license to enter upon the Property, at reasonable times for the purpose of conducting the investigation and preparing the inventory of Personal Property, provided that Buyer: (i) notifies Seller at least two (2) business days in advance of any tests and/or inspections, specifying the time and nature of any tests and/or inspections; and (ii) Seller or Seller’s agent shall be entitled to be present at such tests and/or inspections. Notwithstanding anything to the contrary herein, Buyer shall keep Seller fully informed regarding such tests and/or inspections and shall provide Seller with copies of all reports and studies performed with respect to the Property. Any invasive testing, such as (without limitation) boring or drilling, shall require the prior written consent of Seller, which shall not be unreasonably withheld.

Buyer’s Investigation. Buyer shall have until December 16October 3, 2011, 2016 or sooner (“Investigation Period”) after execution of this Agreement by both parties to conduct feasibility feasibility, toxic studies, geo-tech studies, structural studies, TRPA and other studies CSLT permit conditions for Buyers intended purposes (the "Due Diligence Period") at Buyer’s 's sole cost. In the event Buyer, to review titlein Buyer's sole opinion, and conduct deems any inspections desired by Buyer. The cost of Buyer’s investigation of items unacceptable within the Property shall be borne solely by Buyer. AdditionallyDue Diligence Period, Buyer shall indemnifyso notify Seller in writing. This Agreement shall then terminate and the Deposit shall be returned to Buyer by Escrow holder, defend less any fees and/or costs of Escrow holder, which shall be paid by Buyer and Seller as set forth in this Agreement. Buyer retains the right to terminate this Agreement for any reason within the Due Diligence Period, which expires on Monday October 3, 2016 at 5:00pm Pacific Standard Time. Upon such termination, neither Buyer nor Seller shall have any further obligations, duties or liabilities under this Agreement, except those that specifically survive such termination. Tentative Map and Parking Agreement shall be excluded from this diligence period. (i) Seller hereby grants to Buyer and to Buyer's agents, engineers, contractors, representatives and employees effective during the term of this Agreement, the right to enter, at any time prior to the Close of Escrow or earlier termination of this Agreement, upon the Property for purposes of performing, at Buyer's expense, an ALTA, boundary, and/or other survey; engineering studies, hazardous material and soils tests; and such other feasibility studies and inspections discretion (collectively, "Investigations"). All Investigations shall be at the sole expense of Buyer, who shall be responsible for restoring the Property to substantially the same condition it was in prior to said Investigations. Buyer shall not conduct any invasive testing of any kind except with Seller's written permissions Buyer shall defend, indemnify and hold harmless Seller from and against any and all liabilities, claims, and damages for property damage to and personal injury that Seller may incur caused by the Property incurred as a result acts, errors or omissions of Buyer and/or Buyer’s investigation and shall return the Property to its original condition's agents in furtherance of any Investigations. If Buyer determines that Buyer does not wish to proceed with the purchase of the Property for any reason or no reason whatsoever in Buyer’s sole discretion, Buyer may cancel this Agreement by written notice to Seller and Escrowholder prior to the expiration of the Investigation Period. If Buyer does not cancel this Agreement within the time period set forth above, then Buyer shall be deemed to have approved the condition of the Property in all respects and Buyer’s right to terminate 's indemnification obligations under this Section Subsection 6(c) shall terminatesurvive one (1) year from the earlier of (A) the Close of Escrow or (B) any termination of this Agreement. For purposes Buyer shall obtain and maintain commercial general liability insurance in a form and amount satisfactory to Seller which shall cover and insure all claims, perils or damages which could arise out of facilitating the investigation, Seller grants to Buyer and Buyer’s agents, employees 's or Buyer's consultants and contractors a non-exclusive right entrance, operations and license investigations on the Property. Buyer shall cause Seller to enter be named as an additional insured under such policy(ies) of insurance. Certificates of insurance and applicable endorsements evidencing such coverage for the benefit of Seller shall be delivered to Seller prior to Buyer's (or Buyer's consultant[s]) entry upon the Property, at reasonable times for the purpose of conducting the investigation and preparing the inventory of Personal Property, provided that Buyer: (i) notifies Seller at least two (2) business days in advance of any tests and/or inspections, specifying the time and nature of any tests and/or inspections; and (ii) Seller or Seller’s agent shall be entitled to be present at such tests and/or inspections. Notwithstanding anything to the contrary herein, Buyer shall keep Seller fully informed regarding such tests and/or inspections and shall provide Seller with copies of all reports and studies performed with respect to the Property. Any invasive testing, such as (without limitation) boring or drilling, shall require the prior written consent of Seller, which shall not be unreasonably withheld.

Buyer’s Investigation. Prior to the Closing Date, Buyer shall have until December 16, 2011, may directly or sooner (“Investigation Period”) to conduct feasibility and other studies at Buyer’s sole cost, to review title, and conduct any inspections desired by Buyer. The cost of Buyer’s through its representatives make such investigation of the Property assets and business of Target (including, without limitation, confirmation of its cash, inventories, accounts, accounts receivable and liabilities, and investigation of its titles to and the condition of its property and equipment) as Buyer deems necessary or advisable. The investigation shall not affect (1) Target's representations and warranties contained or provided for in this Agreement, (2) Buyer's right to rely on those representations and warranties, or (3) Buyer's right to terminate this Agreement as provided in this Agreement. Target shall allow Buyer and its representatives full access, at reasonable times after the date of execution of this Agreement, to the premises and to all the books, records, and assets of Target, and Target's officers shall furnish to Buyer such financial and operating data and other information with respect to the business and properties of Target as Buyer shall from time to time reasonably request. Buyer agrees not to disclose any confidential information obtained in the course of its investigation or use it for any purposes other than evaluation of Target with respect to the contemplated merger. As soon as practicable, and in any event within Ten (10) days after the receipt of (1) the last Schedule required to be borne solely delivered to Buyer by Target and (2) any supporting documentation requested by Buyer. Additionally, Buyer shall give Target notice if Buyer has decided that it wishes to terminate this Agreement based on any information contained in any of the Schedules or obtained during the course of its investigation. The notice shall specify the information contained in the Schedules or obtained during the investigation on which Buyer's decision to terminate is based. Target shall have 10 days after the receipt of the notice to review that information with Buyer. If Buyer does not withdraw its notice within this 10-day period, then all further obligations of Buyer and of Target under this Agreement shall terminate without further liability of Buyer to Target or of Target to Buyer, except their respective obligations to return documents as provided in this Agreement. If Buyer does not advise Target within the Ten (10) day period specified in the first sentence above that it wishes to terminate this Agreement, Buyer shall be deemed to be satisfied with the information relating to Target and its Subsidiaries contained in the Schedules and/or obtained during the course of its investigation, subject to Buyer's rights concerning the continued accuracy of Target's warranties and representations set forth in this Agreement. ARTICLE NINE SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND INDEMNITIES 1. The representations, warranties, and indemnities included or provided for in this Agreement or in any Schedule or certificate or other document delivered pursuant to this Agreement shall survive the Closing Date for a period of Three (3) years. No claim may be made under this Article unless written notice of the claim is given within that three-year period. 2. Notwithstanding Buyer's investigations of Target before the Closing Date, and notwithstanding the fact that Buyer may be deemed satisfied as to certain matters investigated by Buyer, all as provided in this Agreement, Target shall indemnify, defend defend, and hold harmless Seller Buyer harmless, to the maximum extent, from and against any and all damage losses, liabilities, costs, expenses, judgments, assessments, penalties, damages, deficiencies, suits, actions, claims, proceedings, demands, and causes of action, including but not limited to the Property incurred reasonable attorney fees, court costs, and related expenses, that were caused by, arose as a result of, or arose with respect to any of Buyer’s investigation the following: (a) Any inaccuracy in any representation or warranty or any breach of any warranty of Target under this Agreement or any Schedule, certificate, instrument, or other document delivered pursuant to this Agreement; (b) Any failure of Target duly to perform or observe any term, provision, covenant, or agreement to be performed or observed by Target pursuant to this Agreement, and shall return any Schedule, certificate, agreement, or other document entered into or delivered pursuant to this Agreement; or (c) Any inaccuracy whatsoever in the Property Balance Sheet; Whether such losses were known or unknown to its original condition. If Buyer determines Target provided, however, that Buyer does shall not wish to proceed with the purchase of the Property be indemnified and held harmless unless and until such damages, losses, and expenses exceed $10,000.00, in which event Buyer shall be indemnified and held harmless in full. All claims under this provision for any reason or no reason whatsoever in Buyer’s sole discretion, Buyer may cancel this Agreement by written notice to Seller and Escrowholder prior to the expiration of the Investigation Period. If Buyer does not cancel this Agreement indemnity shall be made within the time period set forth above, then Buyer shall be deemed to have approved and in the condition of manner provided for in this Agreement and the Property in all respects and Buyer’s right to terminate under this Section 6(c) shall terminate. For purposes of facilitating the investigation, Seller grants to Buyer and Buyer’s agents, employees and contractors a non-exclusive right and license to enter upon the Property, at reasonable times for the purpose of conducting the investigation and preparing the inventory of Personal Property, provided that Buyer: (i) notifies Seller at least two (2) business days in advance of any tests and/or inspections, specifying the time and nature of any tests and/or inspections; and (ii) Seller or Seller’s agent shall be entitled to be present at such tests and/or inspections. Notwithstanding anything to the contrary herein, Buyer shall keep Seller fully informed regarding such tests and/or inspections and shall provide Seller with copies of all reports and studies performed with respect to the Property. Any invasive testing, such Escrow Agreement attached hereto as (without limitation) boring or drilling, shall require the prior written consent of Seller, which shall not be unreasonably withheld.Appendix F.

Buyer’s Investigation. 4.11.1 Buyer shall have until December 16the Inspection Deadline to inspect, 2011review and, or sooner (“Investigation Period”) to conduct feasibility in its sole and absolute discretion, approve the physical condition and acreage of the Property, entitlements, fees, exactions, the environmental, geological and seismic condition of the Property, zoning and other studies at Buyer’s sole costrestrictions, to review titleeconomic and feasibility studies, the Other Leases, the Contracts, the Personal Property, budgets, operating statements, the Records and conduct any inspections desired by Buyer. The cost of Buyer’s investigation such other matters as Buyer shall deem appropriate for its acquisition, development and use of the Property shall be borne solely (the “Investigation”), and, in its sole and absolute discretion, if it is dissatisfied with the Investigation for any reason, to terminate this Agreement by Buyer. Additionally, Buyer shall indemnify, defend and hold harmless delivering to Seller from and against any and all damage a Termination Notice prior to the Property incurred as a result of Buyer’s investigation and shall return the Property to its original conditionInspection Deadline. If Buyer determines delivers a timely Termination Notice, the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer by Escrow Holder and, to the extent previously released to Seller, by Seller, and neither party shall have any further rights or liabilities hereunder, except for those provisions (including this provision) that Buyer does not wish to proceed with expressly survive the purchase termination of the Property for any reason or no reason whatsoever in this Agreement. Buyer’s sole discretion, Buyer may cancel this Agreement by written notice failure to Seller and Escrowholder deliver the Termination Notice prior to the expiration of the Investigation Period. If Buyer does not cancel this Agreement within the time period set forth above, then Buyer Inspection Deadline shall be deemed to have approved the condition constitute Buyer’s approval of the Property in all respects Investigation, and waiver of Buyer’s right to terminate under this Agreement pursuant to this Section 6(c4.11. 4.11.2 Within ten (10) shall terminate. For purposes of facilitating Business Days following the investigationEffective Date, Seller grants shall use its reasonable efforts to provide Buyer with copies of, or otherwise provide Buyer with access to, the Other Leases, the Contracts, all tests, surveys, maps, plans, records, studies, reports, appraisals, budgets, operating statements, rent rolls, Property records, agreements, documents, permits and Buyerentitlements relating to the Property and its improvements and development dated as of and subsequent to May 15, 1996 (collectively, the “Records”) in Seller’s agentsPossession (as hereinafter defined), employees and contractors a non-exclusive right and license to enter upon the Property, at reasonable times for the purpose of conducting the investigation and preparing the inventory of Personal Property, provided that Buyer: (i) notifies Seller at least two (2) business days in advance without any warranties or representations of any tests and/or inspectionskind (except as otherwise provided in this Agreement) or recourse against Seller, specifying the time and nature of any tests and/or inspections; and (ii) Seller or Seller’s agent shall be entitled it being acknowledged by Buyer that such information is being provided only as an accommodation to be present at such tests and/or inspectionsBuyer. Notwithstanding anything to the contrary herein, Buyer Seller shall keep Seller fully informed regarding such tests and/or inspections not deliver to Buyer, and shall provide Seller with copies of all reports and studies performed with respect to the Property. Any invasive testing, such as (without limitation) boring or drilling, shall require the prior written consent of Seller, which Records shall not be unreasonably withheld.deemed to include, any attorney-client privileged information, attorney work product or other materials Seller is otherwise prohibited by law from providing. Posting of Records to an online data room to which Buyer has access shall be an acceptable means (but not the exclusive means) of delivering the Records to Buyer. As used herein, the term “Possession” shall mean in the actual physical possession of Seller. If this Agreement terminates for any reason, then Buyer shall within seven

Buyer’s Investigation. Buyer shall have until December 16sixty (60) days following the Escrow Opening Date (the "Due Diligence Period") to satisfy itself about any and all conditions and aspects of the Property, 2011including without limitation, or sooner (“Investigation Period”) the physical and economic feasibility of the Property for Buyer's intended purposes and uses, to conduct feasibility and other studies at Buyer’s 's sole cost, to review title, and conduct any inspections desired by Buyer. The Except as set forth in Section 13(a), the cost of Buyer’s 's investigation of the Property shall be borne solely by Buyer. Additionally, Buyer shall indemnify, defend and hold harmless Seller from and against any and all damage to the Property incurred as a result of Buyer’s investigation and shall return 's investigation. If for any reason Escrow does not close, Buyer shall, at its sole cost, restore the Property as commercially reasonably as possible to its original conditioncondition existing immediately prior to the activities undertaken by Buyer or on Buyer's behalf. If Buyer determines that Buyer does not wish to proceed with the purchase of the Property for any reason or no reason whatsoever whatsoever, (a decision which may be made in Buyer’s sole and absolute discretion), Buyer may cancel this Agreement by written notice to Seller and Escrowholder prior to the expiration of the Investigation sixty (60) day Due Diligence Period, in which case this Agreement shall terminate, Buyer shall have no further obligations hereunder (except for obligations which expressly survive termination), Escrowholder shall immediately return the Deposit to Buyer and the costs of the Escrowholder shall be borne equally by Buyer and Seller. If Buyer does not cancel this Agreement within the time period set forth above, then Buyer shall be deemed to have approved the condition of the Property in all respects and Buyer’s right to terminate under this Section 6(c) shall terminate(except for Newly Discovered Title Matters). For purposes of facilitating the investigation, Seller grants to Buyer and Buyer’s 's agents, employees and contractors a non-exclusive right and license to enter upon the Property, at reasonable times for the purpose of conducting the investigation and preparing the inventory of Personal Propertyinvestigation, provided that Buyer: (i) Buyer notifies Seller at least two (2) business days in advance of any tests and/or inspections, specifying the time and nature of any tests and/or inspections; . During the pendency of this Agreement, Seller shall make available to Buyer, and (ii) Seller or Seller’s agent Buyer and its representatives, agents and contractors shall be entitled have a continuing right of reasonable access to be present at such tests and/or inspections. Notwithstanding anything and the right to examine and make copies of, all construction plans, correspondence, documents, contracts, agreements and other materials relating to the contrary hereinProperty in Seller's possession or control, including, without limitation, the right to conduct a "walk­through" of the Property prior to the Closing. In the course of its due diligence, Buyer may make inquiries to third parties including, without limitation, contractors, property managers, municipal, local, and other government officials and representatives, and Seller consents to such inquiries. If this Agreement is terminated, and provided such termination is not as a result of Seller's default hereunder, Buyer shall keep deliver to Seller fully informed regarding such tests and/or inspections and shall provide Seller copies, for informational purposes only, of any similar documents or reports prepared by or on Buyer's behalf in connection with copies of all reports and studies performed with respect to the PropertyBuyer's due diligence as provided in Section 2 hereof. Any invasive testing, such as (without Without limitation) boring or drilling, shall require the prior written consent of Seller, which shall not be unreasonably withheldWithheld, conditioned or delayed.

Buyer’s Investigation. Buyer shall have until December 16(A) Buyer, 2011, or sooner (“Investigation Period”) from time to conduct feasibility time prior to Closing and other studies at Buyer’s sole costcost and expense, shall have the right to review titleinspect and investigate each and every aspect of the Property, audit and conduct any inspections desired by Buyer. The cost copy the Books and Records, perform surveys, dig test holes, make engineering studies, environmental studies and perform whatever other tests and evaluations of the Property as Buyer may elect, all either independently or through agents, representatives or contractors of Buyer’s choosing. Such investigation of the Property shall be borne solely by Buyer. Additionally, Buyer shall indemnify, defend and hold harmless Seller from and against any and all damage to the Property incurred as a result of Buyer’s investigation and shall return the Property to its original condition. If Buyer determines that Buyer does not wish to proceed with the purchase of the Property for any reason or no reason whatsoever in Buyer’s sole discretion, Buyer may cancel this Agreement by written notice to Seller and Escrowholder prior to the expiration of the Investigation Period. If Buyer does not cancel this Agreement within the time period set forth aboveinclude, then Buyer shall be deemed to have approved the condition of the Property in all respects and Buyer’s right to terminate under this Section 6(c) shall terminate. For purposes of facilitating the investigation, Seller grants to Buyer and Buyer’s agents, employees and contractors a non-exclusive right and license to enter upon the Property, at reasonable times for the purpose of conducting the investigation and preparing the inventory of Personal Property, provided that Buyerwithout limitation: (i) notifies Seller at least two (2) business days in advance of any tests and/or inspections, specifying the time matters relating to governmental and nature of any tests and/or inspections; and (ii) Seller or Seller’s agent shall be entitled to be present at such tests and/or inspections. Notwithstanding anything to the contrary herein, Buyer shall keep Seller fully informed regarding such tests and/or inspections and shall provide Seller with copies of all reports and studies performed other legal requirements with respect to the Property. Any invasive testing, such as including without limitation taxes, assessments, zoning, use permit requirements and building codes; (ii) compliance with zoning, land use, building, environmental and other statutes, rules, or regulations applicable to the Property; (iii) the physical condition of the Property, including, without limitation, the interior, the exterior, the square footage of the Improvements and of each tenant space therein, the structure, the roof, the paving, the utilities, and all other physical and functional aspects of the Property; and (iv) boring all matters relating to the income and operating or drillingcapital expenses of the Property and all related financial matters. Seller shall reasonably cooperate with Buyer’s due diligence of the Property, and shall require provide Buyer with all documents, files and data reasonably requested by Buyer relating to the prior written consent Property. (B) In connection with any entry by Buyer or any of Sellerits agents, which employees or contractors onto the Property, Buyer shall not give Seller reasonable advance notice of such entry and shall conduct such entry and any inspections during normal business hours. Notwithstanding anything contained in this Section 4.1 to the contrary, Buyer acknowledges and agrees that its entry and inspection rights are subject to the privacy rights of all Tenants, and that any such inspection or entry shall be unreasonably withheldperformed so as to reasonably minimize interference with Tenants. Buyer shall maintain, or shall cause its contractors to maintain, public liability and property damage insurance insuring Buyer against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof. Such insurance shall be in the minimum amount of $1,000,000 combined single limit for injury to or death of one or more persons in an occurrence. Buyer shall indemnify and hold Seller harmless from and against any Claims and reasonable attorneys’ fees incurred by Seller arising out of or relating to any entry on the Real Property by Buyer or any of its agents, employees or contractors in the course of performing any inspections, testings or inquiries.

Buyer’s Investigation. Buyer shall have until December 16, 2011, Sixty (60) days or sooner after the Effective Date (the “Investigation Property Review Period”) to conduct feasibility and other studies at Buyer’s sole cost. Seller shall provide the Due Diligence Materials described in Section 3 above. Buyer shall have the right to enter upon the Property with Buyer’s representatives and agents for the purpose of further examining and investigating the Property, provided that (i) prior to review titleentry, Buyer shall have delivered to Seller a certificate of insurance naming Seller as an additional insured, evidencing that Buyer maintains commercial general liability insurance in a sum of not less than One Million Dollars ($1,000,000.00), and conduct any inspections desired specifically identifying the Property as a location covered by Buyer. The cost such insurance; (ii) Buyer has delivered to Seller at least 24 hours’ prior written notice containing the name of Buyer’s investigation representative in charge of the Property entry and the date and time of the entry; and (iii) no invasive testing shall be borne solely by conducted without Seller’s prior written approval. Without limiting the primary liability coverage of Buyer set forth in the previous sentence, and for the limited purpose and scope of providing additional coverage for Buyer’s right of entry onto the Property to perform its due diligence investigation during the Property Review Period as described in this Section 8(c), Seller shall name Buyer as an additional insured on Seller’s liability policy on the Property. Additionally, Buyer shall defend, indemnify, defend and hold Seller and the Property harmless Seller from and against any and all damage claims, demands, causes of action, and liability resulting from Buyer’s inspection and testing of the Property; provided, however, such indemnity shall not extend to Buyer’s mere discovery of any pre-existing conditions at the Property. Buyer shall comply with all laws in connection with its entry onto and investigation of the Property, and shall keep the Property incurred as a result free and clear of any liens arising by reason of Buyer’s investigation inspection and shall return tests on the Property. Buyer shall, at its sole expense, restore the Property to its original conditioncondition existing prior to any testing and examination which it conducts on the Property. If Buyer determines that Buyer does not wish to proceed with The indemnification obligation set forth in this Section 8(c) shall survive the purchase Closing or the termination of this Agreement. In the Property for any reason or no reason whatsoever event Buyer, in Buyer’s sole discretionopinion, deems any items unacceptable within the Property Review Period, Buyer may cancel this Agreement by written notice to shall so notify Seller and Escrowholder prior to in writing on or before the expiration of the Investigation Property Review Period. If This Agreement shall then terminate and all Deposits shall be returned to Buyer by Escrow Holder. In the event Buyer does not cancel elect to terminate this Agreement within and the time period set forth above, then Buyer shall be deemed to have approved Escrow on or before the condition expiration of the Property in all respects and Buyer’s right to terminate under this Section 6(c) shall terminate. For purposes of facilitating the investigation, Seller grants to Buyer and Buyer’s agents, employees and contractors a non-exclusive right and license to enter upon the Property, at reasonable times for the purpose of conducting the investigation and preparing the inventory of Personal Property, provided that Buyer: (i) notifies Seller at least two (2) business days in advance of any tests and/or inspections, specifying the time and nature of any tests and/or inspections; and (ii) Seller or Seller’s agent shall be entitled to be present at such tests and/or inspections. Notwithstanding anything to the contrary hereinReview Period, Buyer shall keep Seller fully informed regarding such tests and/or inspections immediately deposit with Escrow Holder the Second Deposit (if not previously delivered to Escrow) and the Deposits shall provide Seller with copies thereafter be nonrefundable to Buyer except in the event of all reports and studies performed with respect to a failure of the Property. Any invasive testing, such condition set forth in Section 8(d) below or as (without limitationprovided in Section 11(a) boring or drilling, shall require the prior written consent of Seller, which shall not be unreasonably withheldbelow.

Buyer’s Investigation. (a) Prior to the Closing Date, the Buyer Parties shall have until December 16be entitled, 2011upon reasonable request and at its own expense, or sooner (“Investigation Period”) through its employees and representatives, including without limitation, its attorneys to conduct feasibility and other studies at Buyer’s sole cost, to review title, and conduct any inspections desired by Buyer. The cost of Buyer’s perform a due diligence investigation of the Property assets, properties, Business and operations of Seller. The Buyer Parties shall be borne solely by Buyerpermitted reasonable access to Seller’s premises, the Leased Premises, books and records of Seller, including, without limitation, the opportunity to observe and verify the Purchased Assets. Additionally, Buyer shall indemnify, defend and hold harmless Seller from and against any and all damage to the Property incurred as a result of Buyer’s Any such investigation and shall return the Property to its original condition. If Buyer determines that Buyer does not wish to proceed with the purchase of the Property for any reason or no reason whatsoever in Buyer’s sole discretion, Buyer may cancel this Agreement by written notice to Seller and Escrowholder prior to the expiration of the Investigation Period. If Buyer does not cancel this Agreement within the time period set forth above, then Buyer review shall be deemed to have approved the condition of the Property in all respects and Buyer’s right to terminate under this Section 6(c) shall terminate. For purposes of facilitating the investigation, Seller grants to Buyer and Buyer’s agents, employees and contractors a non-exclusive right and license to enter upon the Property, conducted at reasonable times for and under reasonable circumstances. The Buyer Parties agree that any such investigation or review shall not unreasonably interfere with the purpose ongoing operations of conducting Seller. Seller shall cooperate with all reasonable requests and shall use reasonable efforts to cause its officers, employees, consultants, agents, accountants and attorneys to cooperate with such review and investigation. (b) Prior to the investigation and preparing Closing Date, the inventory of Personal Property, provided that Buyer: (i) notifies Seller at least two (2) business days in advance of any tests and/or inspections, specifying the time and nature of any tests and/or inspections; and (ii) Seller or Seller’s agent Buyer Parties shall be entitled to be present at such tests and/or inspections. Notwithstanding anything meet with Seller’s employees (but, for avoidance of doubt, not Seller’s customers) related to the contrary hereinBusiness in order to introduce such employees to Buyer, complete paperwork for background checks and provide employee benefits orientation (collectively, the “Pre-Closing Activities”). The Buyer Parties shall coordinate the conduct of the Pre-Closing Activities with Seller and the Pre-Closing Activities shall be conducted at mutually agreeable times. Meetings with employees of Seller shall be conducted so as to minimize interference with the performance of such employee’s duties to Seller. Seller shall use commercially reasonable efforts to cooperate with the Buyer Parties in completing the Pre-Closing Activities prior to the Closing Date. (c) The Parties shall adhere to the terms and conditions of the Confidentiality Agreement; provided, however, Buyer’s obligations under the Confidentiality Agreement shall terminate upon the Closing. In the event this Agreement is terminated for any reason, upon the written request of Seller, Buyer shall keep Seller fully informed regarding such tests and/or inspections and shall provide Seller with copies of all reports and studies performed with respect promptly return to the Property. Any invasive testing, such as (without limitation) boring or drilling, shall require the prior written consent of Seller, which or destroy, any such information in its possession and certify in writing to Seller that it has done so. The provisions of this Section 7.1(c) shall not be unreasonably withheldsurvive the termination of this Agreement.