Common use of Contingency Period Clause in Contracts

Contingency Period. Buyer shall have until June 30, 2011, (such period up to and including June 30, 2011 being herein called the “Contingency Period”), in which to gain approval for the proposed transaction from its Board of Trustees and to approve or disapprove the following conditions in its sole discretion (the “Inspection Contingency”). (a) The condition of the Property, including any environmentally related conditions and reports, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, in Buyer’s sole discretion, would affect the suitability of the Property as a real estate investment for the Buyer’s purposes. If Buyer shall either fail to obtain approval from its Board of Directors or if Buyer shall be dissatisfied with the condition of any of the items set forth in this Section 4.4 above, Buyer shall communicate same to the Seller with a copy to the Title Company in writing before the expiration of the Contingency Period, in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Property, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. If Buyer fails to terminate this Agreement prior to expiration of the Contingency Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4.

Contingency Period. Buyer shall have until June 305:00 p.m. Pacific Time on November 1, 20112005, (such period up being referred to and including June 30, 2011 being herein called as the “Contingency Period”), ) to review and approve the matters described in which to gain approval for the proposed transaction from its Board of Trustees and to approve or disapprove the following conditions Sections 2.1(b)-(g) above in its Buyer’s sole discretion (title and survey review and approval shall be governed by the “Inspection Contingency”provisions of Section 4.1 below). (a) The condition . If Buyer determines to proceed with the purchase of the Property, including any environmentally related conditions and reportsthen Buyer shall, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, in Buyer’s sole discretion, would affect the suitability of the Property as a real estate investment for the Buyer’s purposes. If Buyer shall either fail to obtain approval from its Board of Directors or if Buyer shall be dissatisfied with the condition of any of the items set forth in this Section 4.4 above, Buyer shall communicate same to the Seller with a copy to the Title Company in writing before the expiration end of the Contingency Period, so notify Seller in writing, in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Property, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. If Buyer fails to terminate this Agreement prior to expiration of the Contingency Period, case Buyer shall be deemed to have waived its right approved all of the matters described in Sections 2.1(a)-(g) above (subject to the provisions of Sections 3.1 and 4.1 below as to title and survey matters), including, without limitation, all documents, contracts, agreements, the Equinix Lease, reports and other items and materials related to the Property prepared by or on behalf of Seller and all of the items contained in or referenced at the internet site: xxx://xxxxx:Xxxxxx00@xxx.xxxxxxx.xxx to the extent such documents, contracts, agreements, reports and other items and materials are delivered to Buyer or otherwise made available to Buyer on the internet site, (such items prepared by or on behalf of Seller or delivered or made available by Buyer are, collectively, referred to herein as the “Due Diligence Materials,” an index of the materials contained on the foregoing website and otherwise delivered to Buyer is attached hereto as Exhibit G), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller such written notice, then Buyer shall be deemed to have elected to terminate this Agreement pursuant Agreement, the Deposit shall be returned to this Section 4.4Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer acknowledges in connection with the foregoing that Seller has recently acquired the Property and that the Due Diligence Materials being made available to Seller are the materials received by Seller in connection with its acquisition of the Property and certain of the materials developed by Seller in that process. Seller makes no representation or warranty as to the accuracy or completeness of such materials or items, except as otherwise specifically set forth herein.

Contingency Period. Buyer Purchaser shall have until June 3011:59 p.m., 2011Eastern time, April 13, 2008 (such period up to and including June 30, 2011 being herein called the “Contingency Period”)) to conduct a title search, in which to gain approval for the proposed transaction from its Board of Trustees feasibility studies, and to approve or disapprove the following conditions in its sole discretion (the “Inspection Contingency”). (a) The condition of the Property, including any environmentally related conditions and reports, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, in Buyer’s sole discretion, would affect the suitability investigation of the Property as which Purchaser chooses to conduct, including but not limited to environmental audits. Purchaser and Seller shall also negotiate and agree upon the final form of a real estate investment lease pursuant to Section 14 of this Agreement. Purchaser may choose to terminate this Agreement for the Buyer’s purposes. If Buyer shall either fail any reason by written notice to obtain approval from its Board of Directors or if Buyer shall be dissatisfied with the condition of any of the items set forth in this Section 4.4 above, Buyer shall communicate same Seller prior to the Seller with a copy to the Title Company in writing before the expiration end of the Contingency Period. Upon receipt of such notice of termination, Seller shall notify the Escrow Agent to deliver any outstanding cost of restoring the Property as described in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver Section to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics remainder of the Property, (ii) the parties shall have no further liability Deposit to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to BuyerPurchaser. If Buyer fails to terminate this Agreement prior to expiration of During the Contingency Period, Buyer Purchaser, its agents, employees, contractors and engineers shall have the right from time to time to enter upon the Property at their risk and expense for the purpose of inspecting the same and conducting surveys, engineering studies, borings, soil tests, investigations, feasibility studies, environmental audits, and the like (individually or collectively, the “Studies”), but only to the extent that Purchaser has arranged a site visit at least one (1) day in advance with Seller, and only to the extent that Seller can accompany Purchaser or its representative on site if Seller chooses to do so. In any event, any such entry is at Purchaser or its agent’s sole risk. All such entries shall be deemed made in such a manner as to have waived minimize interference with the use and occupancy of the Property by Seller. During the Contingency Period, and thereafter unless and until Purchaser delivers to Seller evidence of Purchaser’s financial ability to complete the purchase satisfactory to Seller in its right reasonable discretion, Seller shall be permitted to terminate continue all marketing efforts relating to the Property and to enter into agreements for the purchase and sale of the Property with other potential purchasers; such agreements shall be contingent upon the termination of this Agreement pursuant Agreement. Upon written notice from Seller, Purchaser shall immediately restore the Property, to the extent the Property has been affected by any Studies or by entry onto the Property by or on behalf of Purchaser, to its prior condition at Purchaser’s sole cost. Purchaser’s obligation to restore the Property as described in this Section 4.4shall survive termination of this Agreement.

Contingency Period. Buyer shall have from the Effective Date until June 30, 2011, 6:00 p.m. Eastern Standard time on the fifth (5th) Business Day after the Effective Date (such period up commencing on the Effective Date and ending on the foregoing date, being referred to and including June 30, 2011 being herein called as the “Contingency Period”), ) to review and approve the matters described in which to gain approval for the proposed transaction from its Board of Trustees and to approve or disapprove the following conditions in its sole discretion (the “Inspection Contingency”). (aSections 2.1(b)-(f) The condition of the Property, including any environmentally related conditions and reports, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, above in Buyer’s sole discretion, would affect discretion (title and survey review and approval shall be governed by the suitability provisions of the Property as a real estate investment for the Buyer’s purposesSection 4.1 below). If Buyer shall either fail elects to obtain approval from its Board of Directors or if terminate this Agreement, then Buyer shall be dissatisfied with the condition of any of the items set forth in this Section 4.4 aboveshall, Buyer shall communicate same to the Seller with a copy to the Title Company in writing before the expiration end of the Contingency Period, so notify Seller in writing, in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Property, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) case the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3, 9.5 and 9.9 below. If Buyer fails to terminate this Agreement prior to expiration before the end of the Contingency Period, Buyer fails to give Seller such written notice of termination, then Buyer shall be deemed to have waived its right elected to terminate this proceed with the acquisition of the Property and Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(f) above (subject to the other provisions of the Agreement pursuant including the provisions in Section 3.1 and Section 4.1 below as to this title and survey matters), including, without limitation, all documents, Service Contracts and other contracts, agreements, Leases, reports and other items and materials related to the Property provided by Seller to Buyer in accordance with Section 4.42.1 above (collectively, the “Property Information”) and together with all investigations, tests, inspections, studies, reports and other items and materials prepared by or obtained by Buyer and/or Buyer’s agents, representatives, employees, contractors and consultants with respect to the Property (collectively, the “Buyer Due Diligence Materials”; the Property Information and Buyer Due Diligence Materials are collectively referred to herein as the “Due Diligence Materials”), and the Deposit shall become nonrefundable, except as expressly provided herein.

Contingency Period. Buyer shall have until June 305:00 p.m. Central Standard Time on September 2, 2011, 2011 (such period up being referred to and including June 30, 2011 being herein called as the “Contingency Period”), ) to review and approve the matters described in which to gain approval for the proposed transaction from its Board of Trustees and to approve or disapprove the following conditions in its sole discretion (the “Inspection Contingency”). (aSections 2.1(b)-(e) The condition of the Property, including any environmentally related conditions and reports, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, above in Buyer’s sole discretion, would affect subject to the suitability provisions of the Property as a real estate investment for the Buyer’s purposesSection 4.1 governing title and survey review and approval. If Buyer shall either fail determines to obtain approval from its Board of Directors or if Buyer shall be dissatisfied proceed with the condition of any purchase of the items set forth in this Section 4.4 aboveProperty, then Buyer shall communicate same to the Seller with a copy to the Title Company in writing shall, before the expiration end of the Contingency Period, give notice of its determination to proceed to Seller in writing (the “Asset Approval Notice”), in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Property, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. If Buyer fails to terminate this Agreement prior to expiration of the Contingency Period, case Buyer shall be deemed to have waived its right approved all of the matters described in Sections 2.1(a)-(e) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the Lease, reports, and other items and materials delivered to, prepared by or on behalf of, or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession (the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement pursuant Agreement, the Deposit shall be returned to this Section 4.4Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have until June 30, 2011, 5:00 p.m. Pacific Time on the date on which the Due Diligence Period expires under Section 5.1 to review and approve or waive Buyer’s Conditions (such period up being referred to and including June 30, 2011 being herein called as the “"Contingency Period”"), in which . If Buyer elects to gain approval for proceed with the proposed transaction from its Board of Trustees and to approve or disapprove the following conditions in its sole discretion (the “Inspection Contingency”). (a) The condition purchase of the Property, including any environmentally related conditions and reportsthen Buyer shall, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, in Buyer’s sole discretion, would affect the suitability of the Property as a real estate investment for the Buyer’s purposes. If Buyer shall either fail to obtain approval from its Board of Directors or if Buyer shall be dissatisfied with the condition of any of the items set forth in this Section 4.4 above, Buyer shall communicate same to the Seller with a copy to the Title Company in writing before the expiration of the Contingency Period, notify Seller in which event (i) writing that Buyer shall return to Seller has approved all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to such matters. If before the physical characteristics end of the Property, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. If Contingency Period Buyer fails to terminate this Agreement prior give Seller such written notice and fails to expiration object to any of the Contingency PeriodBuyer’s Conditions, then Buyer shall be deemed to have waived its right Buyer’s Conditions. Notwithstanding the foregoing, if Buyer objects to terminate any of the matters contained within Section 6.1 within the Contingency Period, then Seller may, but shall have no obligation to, remove or remedy any objectionable matter. If Seller agrees to remove or remedy the objectionable matter, it shall notify Buyer within ten (10) days following Buyer’s notice of objection, and the Closing Deadline shall be delayed for so long as Seller diligently pursues such removal or remedy. If and when Seller elects not to remove or remedy the objectionable matter, which Seller may do at any time including following an initial election to pursue remedial or corrective actions, this Agreement pursuant shall automatically terminate, the Deposit shall be returned to this Section 4.4Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 5.3 and 5.5 or as otherwise expressly provided herein.

Contingency Period. Buyer shall have until June 30, 2011, (such period up to and including June 303, 2011 being herein called (the “Contingency Period”), ) in which to gain approval for the proposed transaction from its Board of Trustees and to approve or disapprove the following conditions in its sole discretion (the “Inspection Contingency”). (a) The condition of the Property, including any environmentally related conditions and reports, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, in Buyer’s sole discretion, would affect the suitability of the Property as a real estate investment for the Buyer’s purposes. If Buyer shall either fail to obtain approval from its Board of Directors or if Buyer shall be dissatisfied with the condition of any of the items set forth in this Section 4.4 above, Buyer shall communicate same to the Seller with a copy to the Title Company in writing before the expiration of the Contingency Period, in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Property, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. If Buyer fails to terminate this Agreement prior to expiration of the Contingency Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4.

Contingency Period. Buyer shall have until June 30March 4, 2011, 2014 (such period up being referred to and including June 30, 2011 being herein called as the “Contingency Period”), ) to review and approve only the matters described in which Sections 2.1(a)-(f) above (subject to gain approval for the proposed transaction from its Board provisions of Trustees Section 4.1 below as to title and to approve or disapprove the following conditions in its sole discretion (the “Inspection Contingency”). (asurvey matters) The condition of the Property, including any environmentally related conditions and reports, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, in Buyer’s sole discretion, would affect the suitability of the Property as a real estate investment for the Buyer’s purposes. If Buyer shall either fail determines to obtain approval from its Board of Directors or if Buyer shall be dissatisfied proceed with the condition of any purchase of the items set forth in this Section 4.4 aboveProperty, then Buyer shall communicate same to the Seller with a copy to the Title Company in writing shall, before the expiration end of the Contingency Period, so notify Seller in writing (the “Approval Notice”), in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Property, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. If Buyer fails to terminate this Agreement prior to expiration of the Contingency Period, case Buyer shall be deemed to have waived its right approved all of the matters described in Sections 2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts and other contracts, agreements, Leases, reports and other items and materials related to the Property prepared by or on behalf of Seller (collectively, the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer gives written notice to Seller that Buyer has elected to terminate this Agreement, or if Buyer fails to give Seller the Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be immediately returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Concurrently with the execution of this Agreement, Buyer has delivered to the Title Company the sum of One Hundred and No/100 Dollars ($100.00) (such $100.00 being referred to herein as the "Independent Consideration"), which amount shall be delivered to Seller as valuable consideration for the Contingency Period described above and the execution of this Agreement pursuant to this Section 4.4by Seller.

Contingency Period. Buyer Purchaser shall have until June thirty (30, 2011, ) days ------------------- after the Effective Date (such period up to and including June 30, 2011 being herein called the “"Contingency Period”)") in order to determine, in which to gain approval for the proposed transaction from its Board of Trustees ------------------- Purchaser's sole opinion and to approve or disapprove the following conditions in its sole discretion (the “Inspection Contingency”). (a) The condition of the Property, including any environmentally related conditions and reports, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, in Buyer’s sole discretion, would affect the suitability of the Property as a real estate investment for acquisition by Purchaser or Purchaser's assignee. During the Buyer’s purposes. If Buyer Contingency Period, Purchaser shall either fail have the right to obtain approval from its Board of Directors or if Buyer shall be dissatisfied with the condition of any investigate all aspects of the items set forth in Property that Purchaser believes to be important to its purchase. Purchaser shall have the right to elect to proceed under this Agreement at any time on or before the date of expiration of the Contingency Period by giving written notice to Seller of its approval of the Property pursuant to Section 4.4 above, Buyer shall communicate same (the "Notice of Approval"). ----------- ------------------ In the event Purchaser fails to the provide Seller with a copy Notice of Approval prior to the Title Company in writing before the expiration of the Contingency Period, in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Property, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. If Buyer fails to terminate this Agreement prior to expiration of the Contingency Period, Buyer Purchaser shall be deemed to have waived its right elected to terminate this Agreement pursuant to this Section 4.4. Purchaser's election to ----------- proceed under this Agreement shall be based upon Purchaser's determination made in Purchaser's sole and absolute discretion, that the Property is suitable for Purchaser's intended uses and future plans (taking into consideration such matters as soil conditions, engineering and physical characteristics and condition, taxes, utility costs, environmental matters, financial performance, leasing status, maintenance costs, utilities, access, title, zoning, legal lot status, availability of all necessary permits, Purchaser's ability to sell the Property in the future and the anticipated resale value, and Purchaser's determination of whether Purchaser's intended use of the Property will be successful).

Contingency Period. Buyer shall have until June the date that is thirty (30, 2011, ) days after the Effective Date (such period up being referred to and including June 30, 2011 being herein called as the “"Contingency Period”), ") to review and approve only the matters described in which Sections 2.1(a)-(f) above (subject to gain approval for the proposed transaction from its Board provisions of Trustees Section 4.1 below as to title and survey matters) in Buyer's sole discretion. If Buyer determines to approve or disapprove proceed with the following conditions in its sole discretion (the “Inspection Contingency”). (a) The condition purchase of the Property, including any environmentally related conditions and reportsthen Buyer shall, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, in Buyer’s sole discretion, would affect the suitability of the Property as a real estate investment for the Buyer’s purposes. If Buyer shall either fail to obtain approval from its Board of Directors or if Buyer shall be dissatisfied with the condition of any of the items set forth in this Section 4.4 above, Buyer shall communicate same to the Seller with a copy to the Title Company in writing before the expiration end of the Contingency Period, so notify Seller in writing (the "Approval Notice"), in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Property, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. If Buyer fails to terminate this Agreement prior to expiration of the Contingency Period, case Buyer shall be deemed to have waived its right approved all of the matters described in Sections 2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts and other contracts, agreements, Leases, reports (including all property condition reports, environmental site assessments, and soils and engineering reports) and other items and materials related to the Property prepared by or on behalf of Seller or otherwise in Seller's possession or control (collectively, the "Due Diligence Materials"), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer gives written notice to Seller that Buyer has elected to terminate this Agreement, or if Buyer fails to give Seller the Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be immediately returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Concurrently with the execution of this Agreement, Buyer has delivered to the Title Company the sum of One Hundred and No/100 Dollars ($100.00) (such $100.00 being referred to herein as the "Independent Consideration"), which amount shall be delivered to Seller as valuable consideration for the Contingency Period described above and the execution of this Agreement pursuant to this Section 4.4by Seller.

Contingency Period. Buyer shall have until June a period of thirty (30) days following the execution date (the "Due Diligence Period") within which to perform certain activities with respect to the property including without limitation, 2011surveying, topographical studies, soil tests, engineering, environmental and other tests, preliminary land planning, review of the zoning classification and other requirements of applicable laws, statutes and ordinance of the land, determining the availability of utilities, communications with the applicable governmental and quasi-governmental authorities in connection with Buyer's reconstruction of building(s) for office and office related use (the "Proposed Improvements"). All investigations and inquiries by Buyer and the results thereof shall not affect or limit the representations and warranties of Seller contained in this agreement or waive or limit Buyer's right with respect to such period up representations and warranties. If, within the Due Diligence Period, Buyer, in its sole and absolute discretion, is unsatisfied with the results of such inquiries and investigations, Buyer shall have the absolute right to so notify Seller and including June 30to terminate this agreement, 2011 being herein called the “Contingency Period”)without further liability or either party, in which case the deposit previously paid by Buyer plus all interest accrued thereon shall be refunded to gain approval for the proposed transaction from its Board of Trustees Buyer and to approve or disapprove the following conditions in its sole discretion (the “Inspection Contingency”). (a) The condition of the Property, including any environmentally related conditions and reports, and (b) All existing leases (the “Leases”), contracts, permits and agreements affecting the Property, and (c) Any other item which, in Buyer’s sole discretion, would affect the suitability of the Property as a real estate investment for the Buyer’s purposes. If Buyer shall either fail to obtain approval from its Board of Directors or if Buyer shall be dissatisfied with the condition of any of the items set forth in this Section 4.4 above, Buyer shall communicate same to the Seller with a copy to the Title Company in writing before the expiration of the Contingency Period, in which event (i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this transaction and shall also deliver to Seller, at no cost to Seller, all surveys, plans, sketches, tests and the like (the "Development Data") in connection with the land which material shall be delivered without representation or warranty as to their accuracy, veracity or representation of any kindfitness for a particular purpose. During the Due Diligence Period, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the Propertyhowever, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 above, and (iii) otherwise be fully bound in accordance with the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. If Buyer fails to terminate this Agreement prior to expiration of the Contingency Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4provisions hereof.