Common use of Buyer’s Investigations Clause in Contracts

Buyer’s Investigations. As of the expiration of the Contingency Period, Buyer will have examined and inspected the Property and will know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS-IS". Buyer acknowledges that, except as otherwise set forth herein, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller, or its agents, as to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer further acknowledges, represents, warrants and agrees that: (i) Buyer will review all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, without limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, contracts, warranties and guarantees relating to the Property or the busthess conducted thereon, and Buyer, by proceeding with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer will review all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (iii) Buyer is an experienced and sophisticated purchaser of properties such as the Property and Buyer will, at its own cost and expense, make its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and, by proceeding with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same are satisfactory to Buyer.

Buyer’s Investigations. As Prior to expiration of the Feasibility Study Period, Buyer shall determine whether the physical, developmental, and economic status and feasibility of the Property is acceptable to Buyer. The matters subject to Buyer's approval under this Section include engineering studies, soils tests, environmental surveys, physical inspections, and market analyses as well as Buyer's evaluation of the condition of the Improvements and the operation and future prospects of the Property and such other matters as Buyer deems prudent, including by way of example and not limitation, the right to examine the books and records regarding the Property to be made available to Buyer in accordance with Section 5.1 above, the right to conduct the environmental/biological audit described in Exhibit B and such other environmental/biological studies and investigations regarding the condition of the Property as shall be reasonably approved by Seller, and the right to, subject to the conditions set forth below review and approve the zoning, land use and other governmental regulations, laws, permits and approvals that apply to the Property. Such inspections, tests and studies concerning the Property shall be performed at Buyer's sole cost and expense. In the event Buyer disapproves, in its sole and absolute discretion, any of its inspections, tests and studies concerning the Property, Buyer shall have the right to terminate this Agreement upon written notice to Seller at any time prior to the end of the Feasibility Study Period. In order to facilitate Buyer's investigation and analysis under this Section, Seller grants Buyer (and Buyer's agents, employees, and independent contractors) the right, subject to the terms and conditions set forth below, to enter the Property: (1) prior to the expiration of the Contingency Feasibility Study Period, Buyer will have examined to conduct such inspections, reviews, examinations and inspected tests on the Property and will know and be satisfied with as Buyer deems necessary or desirable to investigate the physical condition, quality, quantity and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS-IS". Buyer acknowledges that, except as otherwise set forth herein, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller, or its agents, as to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer further acknowledges, represents, warrants and agrees that: (i) Buyer will review all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, without limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, contracts, warranties and guarantees relating to the Property or the busthess conducted thereon, and Buyer, by proceeding with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer will review all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment economic status of the Property; andand (2) prior to the Closing Date, for Buyer's design and pre-construction activities relating to Buyer's intended use and development of the Property after the Closing Date; provided that such design and pre-construction activities shall not involve the storage of any materials or equipment on the Property, nor shall such design or pre-construction activities include any excavation, grading or construction of improvements to the Property. Buyer's right to enter the Property at any time prior to the Closing Date shall be subject to the following terms, covenants and conditions: (iiia) Buyer is an experienced shall not be in default of this Agreement; (b) Buyer shall provide Seller with at least one (1) business day's prior notice of any entry on the Property by Buyer for the purposes of performing any tests or investigations; (c) The persons or entities performing the inspections on behalf of Buyer shall be properly licensed and sophisticated purchaser of properties such as qualified and shall have obtained all appropriate permits for performing relevant tests on the Property and shall have delivered to Seller, prior to performing any tests on the Property or entering upon the Property, evidence of proper and adequate insurance reasonably satisfactory to Seller; (d) Seller shall have the right to approve of any proposed physical testing or drilling of the Property, which approval may be withheld by Seller in its reasonable discretion; (e) Seller shall have right to have one (1) or more representatives of Seller accompany Buyer willand Buyer's representatives, agents, consultants or contractors while they are on the Property; (f) Any entry by Buyer or its representatives, agents, consultants or contractors shall not unreasonably interfere with Neurocrine's use of the Property; (g) Buyer, at its own Buyer's sole cost and expense, make its own independent investigation respecting shall immediately restore the Property to its condition existing immediately prior to Buyer's inspections if, for any reason, the Property is not transferred by Seller to Buyer. Until restoration is complete, Buyer shall take all steps necessary to ensure that any conditions on the Property created by Buyer's inspections do not interfere with the normal operation of the Property, or create any dangerous, unhealthy, unsightly or noisy conditions on the Property. The restoration obligation contained in this Section 5.2(g) shall survive the termination of this Agreement; (h) Buyer shall indemnify and hold Seller harmless from and against any and all other aspects loss or liability resulting from the activities of Buyer, its employees, agents consultants or contractors upon the Property provided, however, that Buyer's indemnity hereunder shall not include any losses, cost, damage or expenses resulting from (a) the acts of Seller or Seller's employees, agents, contractors or invitees, or (b) the discovery of any pre-existing condition of the Property; and further provided that Buyer shall have no obligation to repair any damage caused by Seller's negligence or willful misconduct or to remediate, contain, xxxxx or control any Hazardous Material or any defect that existed at the Property prior to Buyer's entry thereon. Buyer shall, at its sole cost and expense, promptly repair any damage caused by such inspections, tests and studies if, for any reason, the Property is not transferred by Seller to Buyer. The indemnity obligations contained in this Section 5.2(h) shall survive Close of Escrow or any termination of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and, by proceeding with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same are satisfactory to Buyer.Agreement;

Buyer’s Investigations. As (a) Subject to the provisions of the expiration of the Contingency Periodthis Contract, Buyer will have examined and inspected the Property and will know and be satisfied with the physical conditionshall, quality, quantity and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS-IS". Buyer acknowledges that, except as otherwise set forth herein, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on at its own expense, have the right to conduct or cause to be conducted during the period commencing on the date of this Contract and ending sixty (60) days thereafter ("Investigation Period"), at Buyer's sole cost and expense, such investigations, inspections and examination and its own evaluation studies of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller, or its agents, as to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer further acknowledges, represents, warrants and agrees that: (i) Buyer will review all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, without limitation, "Buyer's Site Assessment" (as hereafter defined), and such reviews of plans, contracts, permits, and other documents, as Buyer deems necessary or desirable (collectively, "Buyer's Investigations "). (b) All Buyer's Investigations which are permitted under this Contract and which require access to the Property shall be done at reasonable times on Business Days and after twenty-four (24) hours' prior written notice (which may be given by facsimile transmission) to R. Edward Buice, Esquire (Fax Number ((781) 246-7458) or such other xxxxxx as is designated by Sexxxx xx Xxxxx from time to time (collectively, "Seller's Representatives"). Seller may impose reasonable restrictions on the timing of all Buyer's Investigations which required access to the Property, but such restrictions shall not unreasonably delay the performance of Buyer's Investigations. If Seller desires to have a Seller's Representative accompany Buyer, or its employees, agents, contractors, subcontractors, consultants or other representatives onto the Property during the performance of Buyer's Investigations. Seller shall make one or more of Seller's Representatives available at the Property. Buyer, its employees, agents, contractors, subcontractors, consultants and other representatives shall take all reasonable precautions to minimize the impact on the Property of all Buyer's Investigations. If Buyer, its employees, agents, contractors, subcontractors, consultants or other representatives take any sample from the Property in connection with any environmental testing as part of Buyer's Site Assessment, then upon Seller's request, Buyer shall provide to Seller's Representative a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Buyer shall, immediately after the conclusion of Buyer's Investigations, at its sole cost, restore the Property to as near the condition which existed immediately prior thereto as is reasonably possible, including replacing paving and landscaping (if any). Except as expressly stated in this Contract, in no event shall Buyer contact any of Seller's agents, employees, contractors or other representatives, (other than Seller's counsel and Seller's Representatives), without the prior written consent of Seller, not to be unreasonably withheld, delayed or conditioned. (c) Buyer hereby assumes all risks associated with conducting Buyer's Investigations and agrees to protect, defend, indemnify and hold harmless Seller and its officers, directors, employees and agents of, from and against any and all architectural drawingslosses, plansclaims, specificationsdemands, surveysdamages, building liabilities, expenses and occupancy permits, and any licenses, contracts, warranties and guarantees relating to the Property or the busthess conducted thereon, and Buyer, by proceeding with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer will review all applicable laws, ordinances, rules and governmental regulations other obligations (including, without limitation, attorneys' fees and court costs, but not limited excluding the cost to remediate any Hazardous Materials discovered arising from, out of or in connection with or otherwise relating to, those relative to buildingthe entry by and the activities, zoning studies and land use) affecting the developmenttests performed by Buyer or any one or more of its employees, useagents, occupancy contractors, subcontractors, consultants or enjoyment of other representatives in or upon the Property; and (iii) , except as may be caused by the negligent or willful act or omission of Seller or its employees, agents, contractors, subcontractors, consultants or other representatives. Buyer is an experienced agrees to provide Seller, and sophisticated purchaser to cause each of properties such as its agents, contractors, subcontractors, consultants and other representatives who enter upon the Property to provide to Seller, prior to any such entry, evidence of insurance in at least the amounts shown on SCHEDULE 3.4(C) attached hereto and incorporated herein and with companies reasonably acceptable to Seller and naming Seller as an additional insured, covering the activities to be conducted by Buyer willand its employees, at its own cost agents, contractors, subcontractors, consultants and expense, make its own independent investigation respecting the Property and all other aspects of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and, by proceeding with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same are satisfactory to Buyerrepresentatives.

Buyer’s Investigations. As (a) During the Diligence Period, Buyer may conduct such commercially reasonable, non-invasive investigations, studies and tests of the Property as Buyer deems necessary or desirable to determine whether Buyer desires to complete the acquisition of the Property, and Buyer may perform invasive testing pursuant to the terms of Section 2.3. For the avoidance of doubt, subject to the provisions of Section 2.3 below, such investigations may include Tenant and/or property manager interviews, and Seller shall cooperate with Buyer’s reasonable requests to schedule such interviews. Buyer, in its sole and absolute discretion and for any reason or no reason whatsoever, may reject the entirety of the Property by giving written notice of termination to Seller and Escrow Agent (the “Termination Notice”) prior to the expiration of the Contingency Diligence Period. If Buyer timely gives a Termination Notice, the Deposit will be promptly returned to Buyer and this Agreement and the rights and obligations of the Parties under this Agreement will terminate, except for Obligations Surviving Termination. Alternatively, Buyer will have examined and inspected may accept the Property and will know and be satisfied with the physical condition, quality, quantity and state of repair entirety of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS-IS". Buyer acknowledges that, except as otherwise set forth herein, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller, or its agents, as (subject to the physical condition, quality, quantity or state express provisions of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer further acknowledges, represents, warrants including those allowing the removal or exclusion of Excluded Sites and agrees that: Supplemental Excluded Sites) by giving written notice of acceptance to Seller and Escrow Agent (ithe “Acceptance Notice”) Buyer will review all instruments, records and documents which Buyer deems appropriate or advisable prior to review in connection with this transaction, including, without limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, contracts, warranties and guarantees relating to the Property or the busthess conducted thereon, and Buyer, by proceeding with this transaction following the expiration of the Contingency Diligence Period. If Buyer timely delivers an Acceptance Notice, or fails to deliver either a Termination Notice or an Acceptance Notice prior to the expiration of the Diligence Period, Buyer will be deemed to have determined accepted the entirety of the Property (subject to the express provisions of this Agreement including those allowing the removal or exclusion of Excluded Sites and Supplemental Excluded Sites), the Deposit will become nonrefundable to Buyer (other than as expressly set forth in this Agreement), and this Agreement will continue in effect subject to the other provisions hereof. Buyer acknowledges and agrees that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer will review all applicable laws, ordinances, rules have the opportunity during the Diligence Period to inspect and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of investigate the Property; and (iii) Buyer is an experienced and sophisticated purchaser of properties such as . Subject to the Property and Buyer will, at its own cost and expense, make its own independent investigation respecting the Property and all other aspects provisions of this transactionAgreement, and is relying thereon and on the advice failure of its consultants in entering into this Agreement and, by proceeding with this transaction following Buyer to deliver a Termination Notice prior to the expiration of the Contingency Period, Diligence Period will conclusively evidence Buyer’s satisfaction with such investigations and Buyer will be deemed to have determined reviewed, accepted, and approved of the entirety of the Property (subject to the express provisions of this Agreement, including those allowing the removal or exclusion of Excluded Sites and Supplemental Excluded Sites). Agreement of Purchase and Sale CMFT Portfolio 23 (b) Buyer acknowledges that the same are satisfactory Seller has delivered to Buyer, or made available to Buyer by diligence website or other electronic means to which Buyer has been given access, the Seller Deliveries. Seller will have no obligation to deliver or disclose to Buyer any of Seller’s attorney-client privileged materials, appraisals, internal memoranda, or internal evaluations of the Property. Except as may be otherwise expressly set forth in this Agreement or the other instruments to be delivered by Seller at or prior to any Closing, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of, or conclusions drawn in the information contained in the Seller Deliveries or any other Diligence Materials. (c) If this Agreement is terminated for any reason, Buyer will promptly return to Seller all Diligence Materials delivered to Buyer in physical form in connection with the Property, if any.

Buyer’s Investigations. As Prior to expiration of the Feasibility Study Period, Buyer shall determine whether the physical, developmental, and economic status and feasibility of the Property is acceptable to Buyer. The matters subject to Buyer's approval under this Section include engineering studies, soils tests, environmental surveys, physical inspections, and market analyses as well as Buyer's evaluation of the condition of the Improvements and the operation and future prospects of the Property and such other matters as Buyer deems prudent, including by way of example and not limitation, the right to examine the books and records regarding the Property to be made available to Buyer in accordance with Section 5.1 above, the right to conduct the environmental/biological audit described in Exhibit D and such other environmental/biological studies and investigations regarding the condition of the Property as shall be reasonably approved by Seller, and the right to, subject to the conditions set forth below review and approve the zoning, land use and other governmental regulations, laws, permits and approvals that apply to the Property. Such inspections, tests and studies concerning the Property shall be performed at Buyer's sole cost and expense. In the event Buyer disapproves, in its sole and absolute discretion, any of its inspections, tests and studies concerning the Property, Buyer shall have the right to terminate this Agreement upon written notice to Seller at any time prior to the end of the Feasibility Study Period. In order to facilitate Buyer's investigation and analysis under this Section, Seller grants Buyer (and Buyer's agents, employees, and independent contractors) the right, subject to the terms and conditions set forth below, to enter the Property, prior to the expiration of the Contingency Feasibility Study Period, to conduct such inspections, reviews, examinations, and tests on the Property as Buyer will deems necessary or desirable to investigate the physical condition or economic status of the Property: (a) Buyer shall not be in default of this Agreement; (b) Buyer shall provide Seller with at least one (1) business days' prior notice of any entry on the Property by Buyer for the purposes of performing any tests or investigations; provided that access to the building included in the Property shall be limited to normal business hours and shall be subject to Neurocrine's standard security requirements and access restrictions; (c) The persons or entities performing the inspections on behalf of Buyer shall be properly licensed and qualified and shall have examined and inspected obtained all appropriate permits for performing relevant tests on the Property and will know and be satisfied with the physical conditionshall have delivered to Seller, quality, quantity and state of repair of prior to performing any tests on the Property in all respects or entering upon the Property, evidence of proper and adequate insurance reasonably satisfactory to Seller; (d) Seller shall have determined that the same is acceptable right to Buyer "AS-IS". Buyer acknowledges that, except as otherwise set forth herein, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination and its own evaluation approve of any proposed physical testing or drilling of the Property, which approval may be withheld by Seller in its reasonable discretion; (e) Seller shall have right to have one (1) or more representatives of Seller accompany Buyer and Buyer's representatives, agents, consultants or contractors while they are on the Property; (f) Any entry by Buyer or its representatives, agents, consultants or contractors shall not unreasonably interfere with Neurocrine's use of the Property; (g) Buyer, at Buyer's sole cost and expense, shall immediately restore the Property to its condition existing immediately prior to Buyer's inspections if, for any reason, the Property is not transferred by Seller to Buyer. Until restoration is complete, Buyer agrees shall take all steps necessary to ensure that no representations, statements or warranties have at any time been made conditions on the Property created by SellerBuyer's inspections do not interfere with the normal operation of the Property, or its agentscreate any dangerous, as to unhealthy, unsightly or noisy conditions on the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed Property. The restoration obligation contained in this Section 5.2(g) shall survive the termination of this Agreement. Buyer further acknowledges, represents, warrants and agrees that:; (ih) Buyer will review all instruments, records shall indemnify and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, without limitation, hold Seller harmless from and against any and all architectural drawingsloss or liability resulting from the activities of Buyer, plansits employees, specifications, surveys, building and occupancy permits, and any licenses, contracts, warranties and guarantees relating to agents consultants or contractors upon the Property provided, however, that Buyer's indemnity hereunder shall not include any losses, cost, damage or expenses resulting from (a) the busthess conducted thereonacts of Seller or Seller's employees, and Buyeragents, by proceeding with this transaction following contractors or invitees, or (b) the expiration discovery of the Contingency Period, will be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer will review all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment any pre-existing condition of the Property; and (iii) and further provided that Buyer is an experienced and sophisticated purchaser of properties such as shall have no obligation to repair any damage caused by Seller's negligence or willful misconduct or to remediate, contain, xxxxx or control any Hazardous Material or any defect that existed at the Property and prior to Buyer's entry thereon. Buyer willshall, at its own sole cost and expense, make its own independent investigation respecting promptly repair any damage caused by such inspections, tests and studies if, for any reason, the Property is not transferred by Seller to Buyer. The indemnity obligations contained in this Section 5.2(h) shall survive Close of Escrow or any termination of this Agreement; (j) Buyer's inspections, and the results thereof, shall remain confidential pursuant to the terms of this Agreement. (k) Seller and Buyer each shall designate one (1) representative to act for them in scheduling and arranging visits to and inspections of the Property and all in coordinating the delivery of and/or access to the due diligence materials pursuant to Section 5.1 above. Pursuant to this Section 5.2(k), Buyer hereby designates Xxx Serbia as its representative and Seller hereby designates Xxxx Xxxxx as its representative. Each party shall have the right to change its respective representative by notice to the other aspects of this transaction, and is relying thereon and on the advice of its consultants party given in entering into this Agreement and, by proceeding accordance with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same are satisfactory to BuyerSection 27.11 below.

Buyer’s Investigations. As (a) During the Diligence Period, Buyer may conduct such commercially reasonable, non-invasive investigations, studies or tests of the Property as Buyer deems necessary to determine whether Buyer desires to complete the acquisition of the Property. Buyer, in its sole and absolute discretion and for any reason or no reason whatsoever, may reject the entirety of the Property by giving written notice of termination to Seller and Escrow Agent (the “Termination Notice”) prior to the expiration of the Contingency Diligence Period. If Buyer timely gives a Termination Notice, then Buyer will have examined and inspected the Property and will know and promptly deliver to Seller copies (which may be satisfied electronic) of all third-party diligence reports received or obtained by Buyer with the physical condition, quality, quantity and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS-IS". Buyer acknowledges that, except as otherwise set forth herein, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller, or its agents, as respect to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer further acknowledges, represents, warrants and agrees that: Sites (i) Buyer will review all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, without limitation, any and all architectural drawings, plans, specificationstitle commitments, surveys, building property condition assessments, zoning reports and occupancy permitsPhase I environmental site assessments), and any licensesupon Seller’s confirmation of receipt of such reports, contractsthe Deposit will be returned to Buyer and this Agreement and the rights and obligations of the Parties under this Agreement will terminate, warranties and guarantees relating except for Obligations Surviving Termination. Alternately, Buyer may accept the entirety of the Property (subject to the Property express provisions of this Agreement allowing the removal or exclusion of Excluded Sites) by giving written notice of acceptance to Seller and Escrow Agent (the busthess conducted thereon, and Buyer, by proceeding with this transaction following “Acceptance Notice”) prior to the expiration of the Contingency Diligence Period. If Buyer timely delivers an Acceptance Notice, or fails to deliver either a Termination Notice or an Acceptance Notice prior to the expiration of the Diligence Period, Buyer will be deemed to have determined accepted the entirety of the Property (subject to the express provisions of this Agreement allowing the removal or exclusion of Excluded Sites), the Deposit will become nonrefundable to Buyer (other than as expressly set forth in this Agreement), and this Agreement will continue in effect subject to the other provisions hereof. Buyer acknowledges and agrees that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer will review all applicable laws, ordinances, rules have the opportunity during the Diligence Period to inspect and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of investigate the Property; and (iii) Buyer is an experienced and sophisticated purchaser of properties such as . Subject to the Property and Buyer will, at its own cost and expense, make its own independent investigation respecting the Property and all other aspects provisions of this transactionAgreement, and is relying thereon and on the advice failure of its consultants in entering into this Agreement and, by proceeding with this transaction following Buyer to deliver a Termination Notice prior to the expiration of the Contingency Period, Diligence Period will conclusively evidence Buyer’s satisfaction with such investigations and Buyer will be deemed to have determined that reviewed, accepted, and approved of the same are satisfactory entirety of the Property (subject to the express provisions of this Agreement allowing the removal or exclusion of Excluded Sites). (b) Not later than three (3) Business Days following the Effective Date, Seller will deliver to Buyer, or make available to Buyer by diligence website or other electronic means to which Buyer has been given access, the Seller Deliveries. Seller will have no obligation to deliver or disclose to Buyer any of Seller’s attorney-client privileged materials, appraisals, internal memoranda, or internal evaluations of the Property. Except as may be otherwise expressly set forth in this Agreement, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of, or conclusions drawn in the information contained in the Seller Deliveries or any other Diligence Materials. (c) If this Agreement is terminated for any reason, Buyer will promptly return to Seller all Diligence Materials delivered to Buyer in physical form in connection with the Property, if any.

Buyer’s Investigations. As (a) During the Diligence Period, Buyer may conduct such commercially reasonable, non-invasive investigations, studies and tests of the Property as Buyer deems necessary or desirable to determine whether Buyer desires to complete the acquisition of the Property, and Buyer may perform invasive testing pursuant to the terms of Section 2.3. For the avoidance of doubt, subject to the provisions of Section 2.3 below, such investigations may include Tenant and/or property manager interviews, and Seller shall cooperate with Buyer’s reasonable requests to schedule such interviews. Buyer, in its sole and absolute discretion and for any reason or no reason whatsoever, may reject the entirety of the Property by giving written notice of termination to Seller and Escrow Agent (the “Termination Notice”) prior to the expiration of the Contingency Diligence Period. If Buyer timely gives a Termination Notice, the Deposit will be promptly returned to Buyer and this Agreement and the rights and obligations of the Parties under this Agreement will terminate, except for Obligations Surviving Termination. Alternatively, Buyer will have examined and inspected may accept the Property and will know and be satisfied with the physical condition, quality, quantity and state of repair entirety of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS-IS". Buyer acknowledges that, except as otherwise set forth herein, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller, or its agents, as (subject to the physical condition, quality, quantity or state express provisions of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer further acknowledges, represents, warrants including those allowing the removal or exclusion of Excluded Sites and agrees that: Supplemental Excluded Sites) by giving written notice of acceptance to Seller and Escrow Agent (ithe “Acceptance Notice”) Buyer will review all instruments, records and documents which Buyer deems appropriate or advisable prior to review in connection with this transaction, including, without limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, contracts, warranties and guarantees relating to the Property or the busthess conducted thereon, and Buyer, by proceeding with this transaction following the expiration of the Contingency Diligence Period. If Buyer timely delivers an Acceptance Notice, or fails to deliver either a Termination Notice or an Acceptance Notice prior to the expiration of the Diligence Period, Buyer will be deemed to have determined accepted the entirety of the Property (subject to the express provisions of this Agreement including those allowing the removal or exclusion of Excluded Sites and Supplemental Excluded Sites), the Deposit will become nonrefundable to Buyer (other than as expressly set forth in this Agreement), and this Agreement will continue in effect subject to the other provisions hereof. Buyer acknowledges and agrees that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer will review all applicable laws, ordinances, rules have the opportunity during the Diligence Period to inspect and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of investigate the Property; and (iii) Buyer is an experienced and sophisticated purchaser of properties such as . Subject to the Property and Buyer will, at its own cost and expense, make its own independent investigation respecting the Property and all other aspects provisions of this transactionAgreement, and is relying thereon and on the advice failure of its consultants in entering into this Agreement and, by proceeding with this transaction following Buyer to deliver a Termination Notice prior to the expiration of the Contingency Period, Diligence Period will conclusively evidence Buyer’s satisfaction with such investigations and Buyer will be deemed to have determined reviewed, accepted, and approved of the entirety of the Property (subject to the express provisions of this Agreement, including those allowing the removal or exclusion of Excluded Sites and Supplemental Excluded Sites). (b) Buyer acknowledges that the same are satisfactory Seller has delivered to Buyer, or made available to Buyer by diligence website or other electronic means to which Buyer has been given access, the Seller Deliveries. Seller will have no obligation to deliver or disclose to Buyer any of Seller’s attorney-client privileged materials, appraisals, internal memoranda, or internal evaluations of the Property. Except as may be otherwise expressly set forth in this Agreement or the other instruments to be delivered by Seller at or prior to any Closing, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of, or conclusions drawn in the information contained in the Seller Deliveries or any other Diligence Materials. (c) If this Agreement is terminated for any reason, Buyer will promptly return to Seller all Diligence Materials delivered to Buyer in physical form in connection with the Property, if any.

Buyer’s Investigations. As of (a) Buyer shall have the expiration of the Contingency Periodright to conduct such commercially reasonable, Buyer will have examined and inspected the Property and will know and be satisfied with the physical conditionnon-invasive investigations, quality, quantity and state of repair studies or tests of the Property as Buyer deems necessary or desirable in all respects and shall have determined that connection with Buyer’s acquisition of the same is acceptable to Buyer "AS-IS". Buyer acknowledges thatMembership Interests and, except as otherwise set forth hereinindirectly, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller, or its agents, as Notwithstanding the foregoing rights in this Section 2.1 to inspect the Property and otherwise conduct diligence relating to the physical conditionMembership Interests and the Property, quality, quantity Buyer acknowledges that there is no “due diligence period” or state “due diligence termination right” in this Agreement and Buyer does not have the right to terminate this Agreement based on the results of repair of the Property such inspections or related for any other reason except pursuant to the operation or prospects for the Property in any respect which have not been expressed an express termination right set forth in this Agreement. (b) Buyer acknowledges that prior to the Effective Date, subject to the Confidentiality Agreement, Seller has delivered to Buyer, or made available to Buyer by posting on a the Datasite to which Buyer has been given access, certain Due Diligence Materials, in each case, to the extent in Seller’s or the applicable Hotel Owner’s possession. Seller will have no obligation to deliver or disclose to Buyer any of Seller’s or Hotel Owner’s attorney-client privileged materials, appraisals, internal memoranda, or internal evaluations of the Property, or any materials that are confidential and proprietary with respect to the operation, financial condition or finances of Seller’s Affiliates that are not part of the Target Group. Except as may be otherwise expressly set forth in this Agreement and the Closing Documents, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in any Due Diligence Materials. Seller shall promptly deliver any additional information or documentation regarding the Membership Interests or the Property reasonably requested by Buyer to the extent in the possession or control of Seller, Seller’s Affiliate or the applicable Hotel Manager. Buyer further acknowledgesshall acknowledge, representsin writing, warrants and agrees that:upon Seller’s request, the receipt of any Due Diligence Materials delivered to Buyer. (ic) If this Agreement is terminated for any reason or no reason, Buyer will review all instruments, records and documents which promptly return to Seller any Due Diligence Materials delivered to Buyer deems appropriate or advisable to review in physical form in connection with this transaction, including, without limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, contracts, warranties and guarantees relating to the Property Membership Interests or the busthess conducted thereon, and Buyer, by proceeding with this transaction following Property. This Section 2.1(c) shall survive the expiration of the Contingency Period, will be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer will review all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (iii) Buyer is an experienced and sophisticated purchaser of properties such as the Property and Buyer will, at its own cost and expense, make its own independent investigation respecting the Property and all other aspects termination of this transaction, and is relying thereon and on the advice of its consultants in entering into this Agreement and, by proceeding with this transaction following the expiration of the Contingency Period, will be deemed to have determined that the same are satisfactory to BuyerAgreement.