Common use of Contingency Period Clause in Contracts

Contingency Period. Purchaser shall have a period of four (4) business days following the date on which Seller delivers the Due Diligence Items to Purchaser's broker in accordance with Article IV hereinabove in which to review and approve each such item (the "Contingency Period"). If the information to be provided pursuant to Article IV reflects or discloses any defect, exception or other matter affecting the Subject Property that is unacceptable to Purchaser, then prior to the expiration of the Contingency Period Purchaser shall provide the Title Company and Seller with written notice of Purchaser's objections. If no objections are made Purchaser prior to the expiration of the Contingency Period, then all contingencies shall be deemed waived by Purchaser, and the earnxxx xxxey shall be immediately released to Seller. If written objections are made by Purchaser in a timely manner, Seller may, at its sole option, elect to cure or remove the objections raised by Purchaser; provided, however, that Seller shall have no obligation to do so. Should Seller elect to attempt to cure or remove the objections, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify the Title Company and Purchaser in writing specifying which objections Seller does not intend to cure, and then Purchaser shall be entitled, as Purchaser's sole and exclusive remedies, either to terminate this Contract by providing written notice of termination to Seller within five (5) days from the date on which Purchaser receives Seller's no-cure notice (in which case this Contract shall be cancelled, all earnxxx xxxey shall be immediately returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other) or waive the objections and close this transaction as otherwise contemplated herein. If Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Subject Property as shown by the Title

Contingency Period. Purchaser shall have Buyer has a period of four days immediately following the Date of Acceptance, to complete all investigations of the Property (“Contingency Period”). Buyer shall have the right at any time before the end of the Contingency Period to cancel this Agreement in writing to Seller and receive a full refund of its Initial Deposit should Buyer, in its sole discretion, determine that: (1) the Property is not satisfactory to Buyer for its intended use of the Property; (2) the Property fails to appraise for the Purchase Price; (3) finance terms for any loan to purchase the Property are unsatisfactory to Buyer; (4) business days following municipal zoning entitlements required for Buyer’s intended use are not obtained; or (5) the date on which Property is not environmentally acceptable or deemed to not be investment worthy. Such notice of cancellation must be in writing and delivered to Seller delivers the Due Diligence Items to Purchaser's broker in accordance with Article IV hereinabove in which to review and approve each such item (the "Contingency Period"). If the information to be provided pursuant to Article IV reflects or discloses any defect, exception or other matter affecting the Subject Property that is unacceptable to Purchaser, then prior to the expiration of the Contingency Period Purchaser shall provide in accordance with the Title Company and Seller with written notice provisions of Purchaser's objectionsthis Agreement. If no objections are made the Purchaser prior to has not cancelled this Agreement before the expiration end of the Contingency PeriodPeriod pursuant to this Section 2.5, then all contingencies Escrow Agent shall deliver said Initial Deposit to Seller without any approval or direction being required of Buyer in which case the Initial Deposit shall be deemed waived non-refundable but applicable to the Purchase Price at Closing. Buyer shall at all times conduct such inspections in compliance with applicable laws and shall not cause damage, loss, cost or expense to Seller or the Property. Seller shall have the right to have a representative present during Buyer's and its consultants’ entry onto the Property. Buyer may conduct such inspections as Buyer deems fit. However, Buyer shall not have the right to conduct any sampling or other invasive testing of the water, soil, air or building improvements on or beneath the Property without Seller’s express prior written consent, which consent may be granted or withheld by PurchaserSeller in its sole discretion. Further, Buyer shall not cause any disruption to the business operations of any tenants of Seller on the Property during Buyer’s inspections. Buyer shall restore the Property to the same condition that existed immediately prior to such inspections in the event any damage is caused by Buyer or Buyer’s agents while on the Property. Buyer shall insure that any party entering onto the Property for purposes of inspection maintains commercial general liability insurance with coverage amounts of not less than $1,000,000 per occurrence, from an insurer that is licensed and in good standing in the State of Illinois reasonably acceptable to Seller, and the earnxxx xxxey shall be immediately released in such form as are reasonably acceptable to Seller. If written objections are made by Purchaser Prior to any such party entering onto the Property, Buyer shall deliver to Seller a certificate of insurance evidencing that such insurance is in a timely mannerplace and naming Seller as an additional insured thereon. Buyer shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller mayharmless from and against any loss, at its sole optioncost, elect to cure liability, claim, or remove the objections raised by Purchaser; provided, however, that expense Seller may incur resulting either directly or indirectly from any such inspections. Buyer shall have no obligation to do so. Should Seller elect to attempt to cure or remove until the objections, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior to the expiration end of the Cure Period, then Seller shall so notify the Title Company and Purchaser in writing specifying which objections Seller does not intend to cure, and then Purchaser shall be entitled, as Purchaser's sole and exclusive remedies, either Contingency Period to terminate this Contract Agreement by providing written notice of termination to Seller resulting from Buyer’s objection to any matter relating to its inspections in its reasonable discretion. If Buyer does not deliver a written notice to Seller before the end of the Contingency Period terminating this Agreement pursuant to this Section 2.5, then Buyer is deemed to have waived this inspection contingency and any right to object to the condition of the Property. In no event shall Seller be required to cure any matter to which the Buyer objects relating to the condition of the Property. If this Agreement is terminated by Buyer for any reason other than a default by Seller, then, as a condition to the return of any Xxxxxxx Money deposited hereunder, Buyer shall, within five (5) business days from the date on which Purchaser receives Seller's noafter termination of this Agreement, cause to be delivered to Seller copies of any and all non-cure notice (proprietary reports, tests, results and analyses in which case this Contract shall be cancelledBuyer’s possession or under Buyer’s control, including, but not limited to, all earnxxx xxxey title reports, surveys, environmental reports, geotechnical analyses, and traffic reports, at no cost or expense to Seller. Seller’s rights and Buyer’s obligations and liabilities under this Section 2.5 shall be immediately returned survive the Closing or any termination of this Agreement. Buyer shall not subject the Property to Purchaser any change in the current zoning classification or modify the existing land use entitlements governing the Property unless and until the closing of this transaction has been fully consummated by the Title Company, and thereafter neither Parties hereto. Seller nor Purchaser shall have the right to review and approve all petitions, submittals and applications for any continuing obligations one unto rezoning, special use, or other land use entitlements for the other) or waive the objections and close this transaction Property before being submitted by Buyer to any applicable governing authorities, as otherwise contemplated herein. If Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Subject Property as shown by the Titleapplicable.

Contingency Period. Purchaser Buyer shall have a period of four (4) business days following until the date on which Seller delivers that is thirty (30) days after the Due Diligence Items Effective Date (such period being referred to Purchaser's broker in accordance with Article IV hereinabove in which to review and approve each such item (herein as the "Contingency Period")) to review and approve only 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) in Buyer's sole discretion. If Buyer determines to proceed with the information to be provided pursuant to Article IV reflects or discloses any defect, exception or other matter affecting purchase of the Subject Property that is unacceptable to PurchaserProperty, then prior to Buyer shall, before the expiration of the Contingency Period Purchaser shall provide the Title Company and Seller with written notice of Purchaser's objections. If no objections are made Purchaser prior to the expiration end of the Contingency Period, then all contingencies so notify Seller in writing (the "Approval Notice"), in which case Buyer shall be deemed waived to have 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 Purchaseror on behalf of Seller or otherwise in Seller's possession or control (collectively, the "Due Diligence Materials"), and the earnxxx xxxey Deposit shall be immediately released to Sellerbecome nonrefundable except as expressly provided herein. If written objections are made by Purchaser in a timely manner, Seller may, at its sole option, elect to cure or remove before the objections raised by Purchaser; provided, however, that Seller shall have no obligation to do so. Should Seller elect to attempt to cure or remove end of the objections, Seller shall have ten (10) days from the date of Purchaser's Contingency Period Buyer gives written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify the Title Company and Purchaser in writing specifying which objections Seller does not intend to cure, and then Purchaser shall be entitled, as Purchaser's sole and exclusive remedies, either that Buyer has elected to terminate this Contract by providing written notice of termination Agreement, or if Buyer fails to give Seller within five (5) days from the date on which Purchaser receives Seller's no-cure notice (in which case this Contract Approval Notice, then Buyer shall be cancelleddeemed to have elected to terminate this Agreement, all earnxxx xxxey the Deposit shall be immediately returned to Purchaser by the Title CompanyBuyer, and thereafter neither Seller nor Purchaser party shall have any continuing further rights or obligations one unto hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Concurrently with the other) or waive the objections and close execution of this transaction as otherwise contemplated herein. If Purchaser shall fail to notify Seller in writing of any objections Agreement, Buyer has delivered to the state 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 by Seller's title to the Subject Property as shown by the Title.

Contingency Period. Purchaser Buyer acknowledges that the purchase and sale of the Property is “as is”. The retail store building that is leased to Kohl’s was constructed as a “reverse-build-to-suit” under which Kohl’s constructed the store building and related improvements and Seller reimbursed Kohl’s for its costs of construction per the terms of the Lease. Many documents that would be in Seller’s possession if Seller had constructed the Building and improvements, such as building warranties and guarantees, as-built plans, utility bills and tax bills are in the possession of Kohl’s. Buyer shall be responsible for conducting its own investigation of the Property. Buyer shall have a period of four through the day that is thirty (430) business days following from and after the date on which Seller delivers Effective Date (the Due Diligence Items to Purchaser's broker in accordance with Article IV hereinabove “Contingency Period”) in which to review evaluate the suitability of the Property for Buyer's intended use and approve each such item ownership, including, without limitation, the environmental condition of the Property, governmental land regulations, zoning ordinances, use restrictions, architectural and design approval requirements, development costs, financial and market feasibility, the status of the entitlements of the Property, existing or potential assessments imposed on the Property, the physical condition and any other matter affecting the Property. Not later than the date that is five (5) days prior to the end of the Contingency Period Seller shall cause to be provided to Buyer an estoppel certificate, in the form attached hereto as “Exhibit D”, executed by Tenant (the "Contingency Period"“Estoppel Certificate”). If the information Estoppel Certificate is not delivered to be provided pursuant to Article IV reflects or discloses any defect, exception or other matter affecting the Subject Property that is unacceptable to PurchaserBuyer by such date, then Buyer’s obligation to purchase the Property is contingent upon (a) Buyer’s receipt thereof at least five (5) days prior to the expiration Closing and (b) Buyer’s approval of the Contingency Period Purchaser shall provide the Title Company and Seller with written notice of Purchaser's objections. If no objections are made Purchaser prior completed Estoppel Certificate (including any changes to the expiration of the Contingency Period, then all contingencies shall be deemed waived by Purchaser, and the earnxxx xxxey shall be immediately released to Seller. If written objections are form thereof made by Purchaser in a timely mannerTenant or any information inserted therein by Tenant), Seller may, at its sole option, elect to cure or remove the objections raised by Purchaser; provided, however, that Seller shall have no obligation to do so. Should Seller elect to attempt to cure or remove the objections, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify the Title Company and Purchaser in writing specifying which objections Seller does not intend to cure, and then Purchaser shall be entitled, as Purchaser's sole and exclusive remedies, either to terminate this Contract by providing written notice of termination to Seller within five (5) days from after the date receipt thereof, which approval shall not be unreasonably withheld or conditioned. Except as provided in the preceding sentence, Buyer shall give Seller written notice of Buyer’s approval or disapproval of all such matters on which Purchaser receives Seller's no-cure or before the last day of the Contingency Period. Buyer’s failure to give such notice (in which case this Contract shall be cancelleddeemed Buyer’s disapproval thereof. If Buyer should give notice of its disapproval of the Estoppel Certificate, all earnxxx xxxey or if Buyer is deemed to have disapproved any such matter by its failure to give timely approval thereof, this Agreement shall terminate and the Deposit and any accrued interest thereon shall be immediately returned promptly refunded to Purchaser Buyer by the Title CompanyEscrow Agent, less any Escrow cancellation charges which shall be paid by Buyer and thereafter neither Seller nor Purchaser party shall have any continuing obligations one unto further liability or obligation to the other) . Buyer shall thereafter promptly return to Seller all Due Diligence Materials that may have been provided by or waive the objections and close this transaction as otherwise contemplated herein. If Purchaser shall fail to notify Seller in writing of any objections to the state of obtained from Seller's title to the Subject Property as shown by the Title.

Contingency Period. Purchaser Buyer shall have a from the Effective Date until 6:00 p.m. Eastern Standard time on the fifth (5th) Business Day after the Effective Date (such period of four (4commencing on the Effective Date and ending on the foregoing date, being referred to herein as the “Contingency Period”) business days following the date on which Seller delivers the Due Diligence Items to Purchaser's broker in accordance with Article IV hereinabove in which to review and approve each such item the matters described in Sections 2.1(b)-(f) above in Buyer’s sole discretion (title and survey review and approval shall be governed by the "Contingency Period"provisions of Section 4.1 below). If the information Buyer elects to be provided pursuant to Article IV reflects or discloses any defect, exception or other matter affecting the Subject Property that is unacceptable to Purchaserterminate this Agreement, then prior to Buyer shall, before the expiration of the Contingency Period Purchaser shall provide the Title Company and Seller with written notice of Purchaser's objections. If no objections are made Purchaser prior to the expiration end of the Contingency Period, so notify Seller in writing, in which case the Deposit shall be 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 before the end of the Contingency Period, Buyer fails to give Seller such written notice of termination, then all contingencies Buyer shall be deemed waived to have elected to 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 including the provisions in Section 3.1 and 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 provided by PurchaserSeller to Buyer in accordance with Section 2.1 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 earnxxx xxxey Deposit shall be immediately released to Seller. If written objections are made by Purchaser in a timely mannerbecome nonrefundable, Seller may, at its sole option, elect to cure or remove the objections raised by Purchaser; provided, however, that Seller shall have no obligation to do so. Should Seller elect to attempt to cure or remove the objections, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify the Title Company and Purchaser in writing specifying which objections Seller does not intend to cure, and then Purchaser shall be entitled, except as Purchaser's sole and exclusive remedies, either to terminate this Contract by providing written notice of termination to Seller within five (5) days from the date on which Purchaser receives Seller's no-cure notice (in which case this Contract shall be cancelled, all earnxxx xxxey shall be immediately returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other) or waive the objections and close this transaction as otherwise contemplated expressly provided herein. If Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Subject Property as shown by the Title.

Contingency Period. Purchaser shall have For a period commencing on the Opening of four (4) business days following Escrow ------------------ and terminating on the date on which Seller delivers of the Due Diligence Items to Purchaser's broker consummation of the Merger (as defined in accordance with Article IV hereinabove in which to review and approve each such item Section 38 below) (the "Contingency Period"), Buyer shall have the right to ---------- satisfy itself that the physical and legal aspects of the Property are acceptable to Buyer. Buyer's obligations hereunder shall be conditioned upon Buyer's satisfaction with or waiver of such matters in its sole discretion. If the information to be provided pursuant to Article IV reflects Buyer, at any time on or discloses any defect, exception or other matter affecting the Subject Property that is unacceptable to Purchaser, then prior to the expiration of the Contingency Period Purchaser shall provide the Title Company and Seller with written notice of Purchaser's objections. If no objections are made Purchaser prior to before the expiration of the Contingency Period, fails to disapprove, in a writing delivered to Seller and Escrow Holder, the matters set forth in this paragraph, then all contingencies of such matters shall conclusively be deemed approved. If Buyer shall disapprove any such matter in a written notice given to Seller and Escrow Holder prior to the end of the Contingency Period, then this Agreement shall terminate, and neither party shall have any further rights or obligations hereunder, provided that, (a) the Escrow Holder shall be deemed waived required to refund the Deposit to Buyer if Buyer shall have terminated this Agreement (1) prior to May 27, 1997 due to the commencement (by Purchasersuch date) of any appeal of the approval by the City of San Mateo of the Specific Plan or the Environmental Impact Report relating to the proposed development of a portion of the Real Property, or (2) prior to the end of the Contingency Period due to any act or omission by Cal Jockey that results in a breach or default by Cal Jockey under the Franklin Contract or Xxxxxxx Contract or that gives the purchaser under either the Franklin Contract or Xxxxxxx Contract a right to terminate thereunder, and (b) if Buyer shall have terminated this Agreement for any reason not set forth in the earnxxx xxxey preceding clause (a) or in any other Section of this Agreement, then the Escrow Holder shall pay the Deposit to Seller, and Seller shall be immediately released entitled to retain the Deposit in such case as fair and reasonable consideration for Seller's covenants and agreements hereunder. If written objections are made by Purchaser During the term of the Escrow, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property at reasonable times during ordinary business hours, upon reasonable prior notice to Seller and subject to the rights of tenants under the Leases, to make any and all inspections and tests as may be necessary or desirable in a timely mannerBuyer's judgment, Seller maysubject, at its sole option, elect however to cure or remove the objections raised by Purchaser; provided, however, terms and conditions of the Acquisition Agreement (as defined in Section 38 below). Buyer acknowledges and agrees that Seller shall ---------- be entitled to have no obligation its representatives present during any time Buyer or its agents or independent contractors are on the Real Property. Buyer shall (i) perform all work permitted under this Agreement in a safe and professional manner, (ii) not create any dangerous or hazardous condition on the Real Property, (iii) comply with all applicable laws with respect to do soBuyer's inspections, and (iv) obtain all permits required to be obtained with respect to Buyer's inspections. Should Seller elect Any investigation which physically alters or changes the condition of the Real Property in any material respect shall be subject to attempt to cure Seller's prior approval, which approval shall not be unreasonably withheld or remove the objections, Seller delayed and also shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior be subject to the expiration Acquisition Agreement. Except as expressly required by applicable law, Buyer shall (and shall request its agents to) keep confidential the results and findings of Buyer's studies and investigations of the Cure PeriodProperty. Buyer shall indemnify and hold Seller harmless from damages resulting from Buyer's entry and/or activities upon the Real Property by Buyer, then Seller shall so notify the Title Company and Purchaser in writing specifying which objections Seller does not intend to cureits agents, and then Purchaser shall be entitledcontractors and/or subcontractors, as Purchaser's sole and exclusive remedies, either to terminate this Contract by providing written notice of termination to Seller within five (5) days from the date on which Purchaser receives Seller's no-cure notice (in which case this Contract shall be cancelled, all earnxxx xxxey shall be immediately returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other) or waive the objections and close this transaction as otherwise contemplated herein. If Purchaser shall fail to notify Seller in writing of any objections except to the state extent any such damages are the result of Seller's title to the Subject Property as shown by the Titlenegligence.

Contingency Period. Purchaser Buyer shall have a until 5:00 p.m. Central Standard Time on September 2, 2011 (such period of four (4being referred to herein as the “Contingency Period”) business days following the date on which Seller delivers the Due Diligence Items to Purchaser's broker in accordance with Article IV hereinabove in which to review and approve each such item (the "Contingency Period")matters described in Sections 2.1(b)-(e) above in Buyer’s sole discretion, subject to the provisions of Section 4.1 governing title and survey review and approval. If Buyer determines to proceed with the information to be provided pursuant to Article IV reflects or discloses any defect, exception or other matter affecting purchase of the Subject Property that is unacceptable to PurchaserProperty, then prior to Buyer shall, before the expiration of the Contingency Period Purchaser shall provide the Title Company and Seller with written notice of Purchaser's objections. If no objections are made Purchaser prior to the expiration end of the Contingency Period, then all contingencies give notice of its determination to proceed to Seller in writing (the “Asset Approval Notice”), in which case Buyer shall be deemed waived to have 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 Purchaseror 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 earnxxx xxxey 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 immediately released deemed to Seller. If written objections are made by Purchaser in a timely manner, Seller may, at its sole option, elect to cure or remove the objections raised by Purchaser; provided, however, that Seller shall have no obligation to do so. Should Seller elect to attempt to cure or remove the objections, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify the Title Company and Purchaser in writing specifying which objections Seller does not intend to cure, and then Purchaser shall be entitled, as Purchaser's sole and exclusive remedies, either elected to terminate this Contract by providing written notice of termination to Seller within five (5) days from Agreement, the date on which Purchaser receives Seller's no-cure notice (in which case this Contract Deposit shall be cancelled, all earnxxx xxxey shall be immediately returned to Purchaser by the Title CompanyBuyer, and thereafter neither Seller nor Purchaser party shall have any continuing further rights or obligations one unto the other) or waive the objections hereunder except as provided in Sections 6.1, 9.3 and close this transaction as otherwise contemplated herein9.9 below. If Purchaser shall fail Buyer has informed Seller that Buyer is required by law to notify Seller in writing of any objections complete with respect to certain matters relating to the state Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Seller's title 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 Subject 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 as shown by which are set forth in Schedule 2, to the Titleextent such information is in existence and in Seller’s possession.

Contingency Period. Purchaser Buyer shall have a until 5:00 p.m. Pacific Time on November 1, 2005, (such period of four (4being referred to herein as the “Contingency Period”) business days following the date on which Seller delivers the Due Diligence Items to Purchaser's broker in accordance with Article IV hereinabove in which to review and approve each such item the matters described in Sections 2.1(b)-(g) above in Buyer’s sole discretion (title and survey review and approval shall be governed by the "Contingency Period"provisions of Section 4.1 below). If Buyer determines to proceed with the information to be provided pursuant to Article IV reflects or discloses any defect, exception or other matter affecting purchase of the Subject Property that is unacceptable to PurchaserProperty, then prior to Buyer shall, before the expiration of the Contingency Period Purchaser shall provide the Title Company and Seller with written notice of Purchaser's objections. If no objections are made Purchaser prior to the expiration end of the Contingency Period, then all contingencies so notify Seller in writing, in which case Buyer shall be deemed waived to have 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 Purchaseror 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 earnxxx xxxey 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 immediately released deemed to Seller. If written objections are made by Purchaser in a timely manner, Seller may, at its sole option, elect to cure or remove the objections raised by Purchaser; provided, however, that Seller shall have no obligation to do so. Should Seller elect to attempt to cure or remove the objections, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify the Title Company and Purchaser in writing specifying which objections Seller does not intend to cure, and then Purchaser shall be entitled, as Purchaser's sole and exclusive remedies, either elected to terminate this Contract by providing written notice of termination to Seller within five (5) days from Agreement, the date on which Purchaser receives Seller's no-cure notice (in which case this Contract Deposit shall be cancelled, all earnxxx xxxey shall be immediately returned to Purchaser by the Title CompanyBuyer, and thereafter neither Seller nor Purchaser party shall have any continuing further rights or obligations one unto hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer acknowledges in connection with the other) 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 waive warranty as to the objections and close this transaction accuracy or completeness of such materials or items, except as otherwise contemplated specifically set forth herein. If Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Subject Property as shown by the Title.

Contingency Period. Purchaser shall have a period of four (4) business days following the date on which Seller delivers the Due Diligence Items to Purchaser's broker in accordance with Article IV hereinabove in which to review and approve each such item until 11:59 p.m., Eastern time, April 13, 2008 (the "“Contingency Period")”) to conduct a title search, feasibility studies, and any other investigation of the Property which Purchaser chooses to conduct, including but not limited to environmental audits. If Purchaser and Seller shall also negotiate and agree upon the information to be provided final form of a lease pursuant to Article IV reflects or discloses Section 14 of this Agreement. Purchaser may choose to terminate this Agreement for any defect, exception or other matter affecting the Subject Property that is unacceptable reason by written notice to Purchaser, then Seller prior to the expiration of the Contingency Period Purchaser shall provide the Title Company and Seller with written notice of Purchaser's objections. If no objections are made Purchaser prior to the expiration end of the Contingency Period. Upon receipt of such notice of termination, then all contingencies Seller shall notify the Escrow Agent to deliver any outstanding cost of restoring the Property as described in this Section to Seller, with the remainder of the Deposit to be deemed waived by returned to Purchaser. During the Contingency Period, 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 earnxxx xxxey shall be immediately released 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. If written objections are made by Purchaser in a timely manner, Seller may, at its sole option, elect and only to cure or remove the objections raised by Purchaser; provided, however, extent that Seller shall have no obligation can accompany Purchaser or its representative on site if Seller chooses to do so. Should In any event, any such entry is at Purchaser or its agent’s sole risk. All such entries shall be made in such a manner as to 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 elect evidence of Purchaser’s financial ability to attempt complete the purchase satisfactory to cure or remove the objectionsSeller in its reasonable discretion, Seller shall have ten (10) days be permitted to 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. Upon written notice from Seller, Purchaser shall immediately restore the date Property, to the extent the Property has been affected by any Studies or by entry onto the Property by or on behalf of Purchaser's written notice of objections (, to its prior condition at Purchaser’s sole cost. Purchaser’s obligation to restore the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify the Title Company and Purchaser in writing specifying which objections Seller does not intend to cure, and then Purchaser shall be entitled, as Purchaser's sole and exclusive remedies, either to terminate this Contract by providing written notice of termination to Seller within five (5) days from the date on which Purchaser receives Seller's no-cure notice (in which case this Contract shall be cancelled, all earnxxx xxxey shall be immediately returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other) or waive the objections and close this transaction as otherwise contemplated herein. If Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Subject Property as shown by the Titledescribed in this Section shall survive termination of this Agreement.