Common use of Contingency Period Clause in Contracts

Contingency Period. At all times during the "Contingency Period" (which Contingency Period is defined to be the period from and after the Effective Date and continuing through and including the date which is 6 0 days after the Effective Date), Developer's obligations under this Agreement are contingent upon: (a) Developer's satisfaction: in Developer's sole discretion , that the Developer Parcel is suitable for Developer's intended use, including obtaining franchisor/flag approval to own and operate a Hotel on the Developer Parcel ; and (b) Developer obtaining: all necessary zoning and permitting approvals from the City of Xxxxx Heights and any other governmental authorities having jurisdiction thereof in order to allow Developer's intended use of the Developer Parcel and any and all necessary private grants of easements as may be required by Developer, in Developer's sole discretion, for utility lines, storm water run- off/drainage detention and for access to and from the adjacent public rights of way. Attached hereto as Exhibit C is a copy of the Ordinance approving the Planned Mixed Use of the City Parcel which includes the Developer Parcel. (c) Developer and the City agreeing upon terms of the following easements and covenants: (a) any new easements or modifications to existing easements to extend utilities from Executive Boulevard to the Developer Parcel; (b) a parking easement on the adjoining Rose Center parking lot permitting the construction of an access drive connecting the Developer Parcel to such parking lot and granting to customers of the hotel to be constructed on Developer's Parcel the non-exclusive right of ingress and egress and to park on the Rose Center parking lot; (c) an ingress egress easement, with maintenance and repair covenants, for the roadway constructed on the City Parcel connecting the Developer Parcel to Executive Boulevard. Developer shall have the option of extending the Contingency Period for an additional thirty (30) day period by providing written notice to City of its intent to extend the Contingency Period and the payment of Ten Thousand Dollars ($10,000.00) ("Extension Payment ") by Developer to the Title Company as an additional deposit of Xxxxxxx Money. Notice for the extension of the Contingency Period shall be given by Developer no later than the last day of the initial 60-day Contingency Period. City may provide additional extensions of the Contingency Period at its sole discretion. In the event Developer determines in its sole discretion that the Developer Parcel is not suitable for Developer's Intended Use then Developer may, at any time prior to or on the last day of the Contingency Period, or any extension thereof, terminate this Agreement by written notice to City ("Termination Notice"). Upon delivery of a Termination Notice, this Agreement shall terminate, the Xxxxxxx Money including any Extension Payment(s) , shall be returned immediately to Developer, and both parties shall be released from any further liability or obligation to each other, except Developer shall be responsible for any damage to the Developer Parcel caused directly by Developer or Developer's inspectors or contractors in connection with Developer's investigations and inspections of the Developer Parcel (such responsibility shall survive the Closing). Should Developer fail to deliver a Termination Notice in accordance with this Section prior to or on the last day of the Contingency Period, or any extension thereof, then, except as otherwise provided below, Developer shall conclusively be deemed to have waived the contingencies of this Section and accepted the Developer Parcel in its "AS IS" condition, subject to Sections 14 and 15. (provided, however, that this waiver and acceptance does not affect, limit or reduce Developer's right to object to title issues in accordance with Section 6 below).

Contingency Period. At Buyer has a period of days immediately following the Date of Acceptance, to complete all times during investigations of the "Property (“Contingency Period" (which ”). Buyer shall have the right at any time before the end of the Contingency Period is defined to be the period from and after the Effective Date and continuing through and including the date which is 6 0 days after the Effective Date), Developer's obligations under cancel this Agreement are contingent upon: in writing to Seller and receive a full refund of its Initial Deposit should Buyer, in its sole discretion, determine that: (a1) Developer's satisfaction: in Developer's sole discretion , that the Developer Parcel Property is suitable not satisfactory to Buyer for Developer's intended use, including obtaining franchisor/flag approval to own and operate a Hotel on the Developer Parcel ; and (b) Developer obtaining: all necessary zoning and permitting approvals from the City of Xxxxx Heights and any other governmental authorities having jurisdiction thereof in order to allow Developer's its intended use of the Developer Parcel and any and all necessary private grants of easements as may be required by Developer, in Developer's sole discretion, for utility lines, storm water run- off/drainage detention and for access to and from the adjacent public rights of way. Attached hereto as Exhibit C is a copy of the Ordinance approving the Planned Mixed Use of the City Parcel which includes the Developer Parcel. (c) Developer and the City agreeing upon terms of the following easements and covenants: (a) any new easements or modifications to existing easements to extend utilities from Executive Boulevard to the Developer ParcelProperty; (b2) a parking easement on the adjoining Rose Center parking lot permitting Property fails to appraise for the construction of an access drive connecting the Developer Parcel to such parking lot and granting to customers of the hotel to be constructed on Developer's Parcel the non-exclusive right of ingress and egress and to park on the Rose Center parking lotPurchase Price; (c3) an ingress egress easement, with maintenance finance terms for any loan to purchase the Property are unsatisfactory to Buyer; (4) municipal zoning entitlements required for Buyer’s intended use are not obtained; or (5) the Property is not environmentally acceptable or deemed to not be investment worthy. Such notice of cancellation must be in writing and repair covenants, for the roadway constructed on the City Parcel connecting the Developer Parcel delivered to Executive Boulevard. Developer shall have the option of extending the Contingency Period for an additional thirty (30) day period by providing written notice Seller prior to City of its intent to extend the Contingency Period and the payment of Ten Thousand Dollars ($10,000.00) ("Extension Payment ") by Developer to the Title Company as an additional deposit of Xxxxxxx Money. Notice for the extension expiration of the Contingency Period shall be given by Developer no later than in accordance with the last day notice provisions of this Agreement. If the initial 60-day Contingency Period. City may provide additional extensions Purchaser has not cancelled this Agreement before the end of the Contingency Period pursuant to this Section 2.5, 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 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 Seller in its sole discretion. In 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 Developer determines in its sole discretion that the Developer Parcel any damage is not suitable for Developer's Intended Use then Developer may, at any time prior to caused by Buyer or Buyer’s agents while on the last day 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 in such form as are reasonably acceptable to Seller. Prior to any such party entering onto the Property, Buyer shall deliver to Seller a certificate of insurance evidencing that such insurance is in place and naming Seller as an additional insured thereon. Buyer shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller harmless from and against any loss, cost, liability, claim, or expense Seller may incur resulting either directly or indirectly from any such inspections. Buyer shall have until the end of the Contingency Period, or any extension thereof, Period to terminate this Agreement by written notice to City ("Termination Notice")Seller resulting from Buyer’s objection to any matter relating to its inspections in its reasonable discretion. Upon delivery of a Termination Notice, this Agreement shall terminate, the Xxxxxxx Money including any Extension Payment(s) , shall be returned immediately to Developer, and both parties shall be released from any further liability or obligation to each other, except Developer shall be responsible for any damage to the Developer Parcel caused directly by Developer or Developer's inspectors or contractors in connection with Developer's investigations and inspections of the Developer Parcel (such responsibility shall survive the Closing). Should Developer fail to If Buyer does not deliver a Termination Notice in accordance with this Section prior written notice to or on Seller before the last day end of the Contingency PeriodPeriod terminating this Agreement pursuant to this Section 2.5, or any extension thereof, then, except as otherwise provided below, Developer shall conclusively be then Buyer is deemed to have waived the contingencies of this Section inspection contingency and accepted the Developer Parcel in its "AS IS" condition, subject to Sections 14 and 15. (provided, however, that this waiver and acceptance does not affect, limit or reduce Developer's 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 after termination of this Agreement, cause to be delivered to Seller copies of any and all non-proprietary reports, tests, results and analyses in Buyer’s possession or under Buyer’s control, including, but not limited to, all title issues 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 survive the Closing or any termination of this Agreement. Buyer shall not subject the Property to any change in accordance with Section 6 below)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 Parties hereto. Seller shall have the right to review and approve all petitions, submittals and applications for any rezoning, special use, or other land use entitlements for the Property before being submitted by Buyer to any applicable governing authorities, as applicable.

Contingency Period. At all times during the "Contingency Period" (which Contingency Period is defined to be the period from and after the Effective Date and continuing through and including the date which is 6 0 90 days after the Effective Date), Developer's obligations under this Agreement are contingent upon: (a) Developer's satisfaction: in Developer's sole discretion , that the Developer Parcel is suitable for Developer's intended use, including obtaining franchisor/flag approval to own and operate a Hotel on the Developer Parcel ; and (b) Developer obtaining: all necessary zoning (including signage) and permitting approvals from the City of Xxxxx Heights and any other governmental authorities having jurisdiction thereof in order to allow Developer's intended use of the Developer Parcel and any and all necessary private grants of easements as may be required by Developer, in Developer's sole discretion, for utility lines, storm water run- run-off/drainage detention and for access to and from the adjacent public rights of way. Attached hereto as Exhibit C is a copy of the Ordinance approving the Planned Mixed Use of the City Parcel which includes the Developer Parcel. (c) Developer and the City agreeing upon terms of the following easements and covenants: (a) any new easements or modifications to existing easements to extend utilities from Executive Boulevard to the Developer Parcel; (b) a parking easement on the adjoining Rose Center parking lot permitting the construction of an access drive connecting the Developer Parcel to such parking lot and granting to customers of the hotel to be constructed on Developer's Parcel the non-exclusive right of ingress and egress and to park on the Rose Center parking lot; (c) an ingress egress easement, with maintenance and repair covenants, for the roadway constructed on the City Parcel connecting the Developer Parcel to Executive Boulevard. Developer shall have the option of extending the Contingency Period for an additional thirty (30) day period by providing written notice to City of its intent to extend the Contingency Period and the payment of Ten Thousand Dollars ($10,000.00) ("Extension Payment ") by Developer to the Title Company as an additional deposit of Xxxxxxx Money. Notice for the extension of the Contingency Period shall be given by Developer no later than the last day of the initial 60-day Contingency Period. City may provide additional extensions of the Contingency Period at its sole discretion. In the event Developer determines in its sole discretion that the Developer Parcel is not suitable for Developer's Intended Use then Developer may, at any time prior to or on the last day of the Contingency Period, or any extension thereof, terminate this Agreement by written notice to City ("Termination Notice"). Upon delivery of a Termination Notice, this Agreement shall terminate, the Xxxxxxx Money including any Extension Payment(s) , shall be returned immediately to Developer, and both parties shall be released from any further liability or obligation to each other, except Developer shall be responsible for any damage to the Developer Parcel caused directly by Developer or Developer's inspectors or contractors in connection with Developer's investigations and inspections of the Developer Parcel (such responsibility shall survive the Closing). Should Developer fail to deliver a Termination Notice in accordance with this Section prior to or on the last day of the Contingency Period, or any extension thereof, then, except as otherwise provided below, Developer shall conclusively be deemed to have waived the contingencies of this Section and accepted the Developer Parcel in its "AS IS" condition, subject to Sections 14 and 15. (provided, however, that this waiver and acceptance does not affect, limit or reduce Developer's right to object to title issues in accordance with Section 6 below).. The City shall provide to Developer the following documents in its possession related to the Developer parcel within 15 days after the Effective Date: Boundary Survey, As-Built Survey, Soil Study, Approved Zoning Requirements

Contingency Period. At all times during the "“Contingency Period" ” (which Contingency Period is defined to be the period from and after the Effective Date and continuing through and including the date which is 6 0 120 days after the Effective Date), Developer's ’s obligations under this Agreement are contingent upon: (ai) Developer's ’s satisfaction: , in Developer's ’s sole discretion discretion, that the Developer Parcel is suitable for Developer's ’s intended use, including without limitation, Developer’s satisfaction with: (a) any use, height, setback, parking and other land use restrictions applicable to the Developer Parcel and that Developer’s intended use of the Developer Parcel complies with all applicable laws, ordinances and regulations; (b) any engineering investigations and reports (e.g. including without limitation, determining whether any part of the Developer Parcel lies in any wetland or floodplain area and determining whether adequate water, sanitary sewer, storm sewer, electric, telephone, gas and other utility services will be available to serve the Developer Parcel; (c) the physical, soil and environmental condition of the Developer Parcel; (d) the cost Developer will incur to construct Developer's intended improvements for the Hotel on the Developer Parcel; (e) the feasibility of Developer's intended use of the Developer Parcel; (f) obtaining franchisor/flag acceptable financing; and (g) obtaining franchisor approval to own construct and operate a Hotel on the Developer Parcel Parcel; and (bii) Developer obtaining: (a) all necessary zoning and permitting approvals from the City of Xxxxx Heights and any other governmental authorities having jurisdiction thereof in order to allow Developer's ’s intended use of the Developer Parcel Parcel; (b) any and all other permits, approvals, consents, and authorizations required by the City of Xxxxx Heights and all local, county, township, federal and other governmental bodies and agencies having jurisdiction thereof, as Developer may require, in its sole discretion, to permit Developer’s intended use and development of the Developer Parcel; (c) any and all necessary private grants of easements as may be required by Developer, in Developer's ’s sole discretion, for utility lines, storm water run- run-off/drainage detention and for access to and from the adjacent public rights of way. Attached hereto as Exhibit C ExhibitC is a copy of the Ordinance approving the Planned Mixed Use of the City Parcel which includes the Developer Parcel. (c) Developer and the City agreeing upon terms of the following easements and covenants: (a) any new easements or modifications to existing easements to extend utilities from Executive Boulevard to the Developer Parcel; (b) a parking easement on the adjoining Rose Center parking lot permitting the construction of an access drive connecting the Developer Parcel to such parking lot and granting to customers of the hotel to be constructed on Developer's Parcel the non-exclusive right of ingress and egress and to park on the Rose Center parking lot; (c) an ingress egress easement, with maintenance and repair covenants, for the roadway constructed on the City Parcel connecting the Developer Parcel to Executive Boulevard. Developer shall have the option of extending the Contingency Period for an a maximum of two (2) additional thirty (30) day period periods by providing written notice to City of its intent to extend the Contingency Period and the payment of Ten Thousand Dollars ($10,000.00) ("“Extension Payment "Payment”) by Developer to the Title Company as an additional deposit of Xxxxxxx MoneyMoney for each thirty day extension option exercised. Notice for the first extension of the Contingency Period shall be given by Developer no later than the last day of the initial 60120-day Contingency Period. City may provide additional extensions Notice for the second extension of the Contingency Period at its sole discretionshall be given by Developer no later than the last day of the first 30-day extension period. In the event Developer determines in its sole discretion that the Developer Parcel is not suitable for Developer's ’s Intended Use then Developer may, at any time prior to or on the last day of the Contingency Period, or any extension thereof, terminate this Agreement by written notice to City ("“Termination Notice"”). Upon delivery of a Termination Notice, this Agreement shall terminate, the Xxxxxxx Money including any Extension Payment(s) ), shall be returned immediately to Developer, and both parties shall be released from any further liability or obligation to each other, except Developer shall be responsible for any damage to the Developer Parcel caused directly by Developer or Developer's ’s inspectors or contractors in connection with Developer's ’s investigations and inspections of the Developer Parcel (such responsibility shall survive the Closing). Should Developer fail to deliver a Termination Notice in accordance with this Section prior to or on the last day of the Contingency Period, or any extension thereof, then, except as otherwise provided below, Developer shall conclusively be deemed to have waived the contingencies of this Section and accepted the Developer Parcel in its "“AS IS" ” condition, subject to Sections 14 and 15. (provided, however, that this waiver and acceptance does not affect, limit or reduce Developer's ’s right to object to title issues in accordance with Section 6 below).

Contingency Period. At all times during the "Contingency Period" (which Contingency Period is defined to be the period from and after the Effective Date and continuing through and including the date which is 6 0 days after the Effective Date), Developer's obligations under this Agreement are contingent upon: (a) Developer's satisfaction: in Developer's sole discretion , that the Developer Parcel is suitable for Developer's intended use, including obtaining franchisor/flag approval to own and operate a Hotel on the Developer Parcel ; and (b) Developer obtaining: all necessary zoning and permitting approvals from the City of Xxxxx Heights and any other governmental authorities having jurisdiction thereof in order to allow Developer's intended use of the Developer Parcel and any and all necessary private grants of easements as may be required by Developer, in Developer's sole discretion, for utility lines, storm water run- off/drainage detention and for access to and from the adjacent public rights of way. Attached hereto as Exhibit C is a copy of the Ordinance approving the Planned Mixed Use of the City Parcel which includes the Developer Parcel. (c) Developer and the City agreeing upon terms of the following easements and covenants: (a) any new easements or modifications to existing easements to extend utilities from Executive Boulevard to the Developer Parcel; (b) a parking easement on the adjoining Rose Center parking lot permitting the construction of an access drive connecting the Developer Parcel to such parking lot and granting to customers of the hotel to be constructed on Developer's Parcel the non-exclusive right of ingress and egress and to park on the Rose Center parking lot; (c) an ingress egress easement, with maintenance and repair covenants, for the roadway constructed on the City Parcel connecting the Developer Parcel to Executive BoulevardBoulevard and (d) an agreement or easement for reserved signage adjacent to I-70 for future development ton the City Parcel. Developer shall have the option of extending the Contingency Period for an additional thirty (30) day period by providing written notice to City of its intent to extend the Contingency Period and the payment of Ten Thousand Dollars ($10,000.00) ("Extension Payment ") by Developer to the Title Company as an additional deposit of Xxxxxxx Money. Notice for the extension of the Contingency Period shall be given by Developer no later than the last day of the initial 60-day Contingency Period. City may provide additional extensions of the Contingency Period at its sole discretion. In the event Developer determines in its sole discretion that the Developer Parcel is not suitable for Developer's Intended Use then Developer may, at any time prior to or on the last day of the Contingency Period, or any extension thereof, terminate this Agreement by written notice to City ("Termination Notice"). Upon delivery of a Termination Notice, this Agreement shall terminate, the Xxxxxxx Money including any Extension Payment(s) , shall be returned immediately to Developer, and both parties shall be released from any further liability or obligation to each other, except Developer shall be responsible for any damage to the Developer Parcel caused directly by Developer or Developer's inspectors or contractors in connection with Developer's investigations and inspections of the Developer Parcel (such responsibility shall survive the Closing). Should Developer fail to deliver a Termination Notice in accordance with this Section prior to or on the last day of the Contingency Period, or any extension thereof, then, except as otherwise provided below, Developer shall conclusively be deemed to have waived the contingencies of this Section and accepted the Developer Parcel in its "AS IS" condition, subject to Sections 14 and 15. (provided, however, that this waiver and acceptance does not affect, limit or reduce Developer's right to object to title issues in accordance with Section 6 below).

Contingency Period. At all times during the "Contingency Period" 3.1 Purchaser shall have thirty (which Contingency Period is defined to be the period 30) Business Days from and after the Effective Date as defined in Section 12.5 of this Agreement (“Contingency Period”) to enter upon the Property for the making of any soil tests, inspections, surveys, topographical drawings, and continuing through other purposes deemed necessary by Purchaser with 24 hour advance notice to Seller. Purchaser shall conduct such inspections in a manner not disruptive to the Tenants (and including in accordance with any limitations set forth in the date which is 6 0 Leases) and at Purchaser’s sole cost and expense. Purchaser hereby agrees to indemnify Seller and to hold Seller, Seller’s agents and employees and the Property harmless from and against any and all losses, mechanic’s and materialmen’s liens and attorneys fees, arising out of or in connection with Purchaser’s access to or entry upon the Property under this Section 3.1. Purchaser’s indemnity and hold harmless obligations pursuant to this Section 3.1 shall survive the termination or expiration of this Agreement by Closing or otherwise. Purchaser agrees that if Closing shall not occur, Purchaser shall provide Seller with copies of any reports or test results received. 3.2 Within five (5) days after of the Effective Date), Developer's obligations under this Agreement are contingent uponSeller shall provide to Purchaser the following items, to the extent in Seller’s possession or control: (a) Developer's satisfaction: in Developer's sole discretion , that the Developer Parcel is suitable for Developer's intended useCopies of all Leases and Guarantees, including obtaining franchisoramendments and option exercises; (b) Copies of all Warranties relating to any personal property, fixtures, equipment or appurtenances included in the Property, all Service Contracts relating to the Property, and all leases of personal property used in the operation or maintenance of the Property, together with a list thereof specifying all amendments thereto; (c) True and accurate statements of the operations of the Property reflecting all expenses and income from the Property for the one-year period ended December 31, 2003, the one-year period ended December 31, 2004, and the one year period ended December 31, 2005, together with the current rent roll of the Property. (d) Copies of all real estate tax bills and utility bills in connection with the Property; (e) Copies of percentage rent/flag approval to own and operate a Hotel sales figure letters, for the previous three years, from all Tenants who report sales; (f) Copies of: any existing plans for the buildings on the Developer Parcel Property; any existing survey of the land and building, most recent title policies covering the Property; certificates of occupancy for all spaces within the Improvements in Seller’s possession; permits, authorizations, approvals and licenses issued by any governmental or quasi governmental authority relating to the Property (“Permits”); any existing environmental assessment reports for the Property; any existing appraisals for the Property and any existing engineering/architectural reports on the buildings; (g) A copy of a certificate of the casualty and liability insurance currently covering the Property; and (bh) Developer obtaining: Those additional documents and items listed on Schedule 1 attached hereto. If Purchaser shall not close on this transaction, Purchaser agrees to return all necessary zoning and permitting approvals from the City of Xxxxx Heights and any other governmental authorities having jurisdiction thereof in order such material to allow Developer's intended use of the Developer Parcel and any and all necessary private grants of easements as may be required by Developer, in Developer's sole discretion, for utility lines, storm water run- off/drainage detention and for access to and from the adjacent public rights of way. Attached hereto as Exhibit C is a copy of the Ordinance approving the Planned Mixed Use of the City Parcel which includes the Developer ParcelSeller. (c) Developer and the City agreeing upon terms of the following easements and covenants: (a) any new easements or modifications to existing easements to extend utilities from Executive Boulevard to the Developer Parcel; (b) a parking easement on the adjoining Rose Center parking lot permitting the construction of an access drive connecting the Developer Parcel to such parking lot and granting to customers of the hotel to be constructed on Developer's Parcel the non-exclusive right of ingress and egress and to park on the Rose Center parking lot; (c) an ingress egress easement, with maintenance and repair covenants, for the roadway constructed on the City Parcel connecting the Developer Parcel to Executive Boulevard. Developer shall have the option of extending the Contingency Period for an additional thirty (30) day period by providing written notice to City of its intent to extend the Contingency Period and the payment of Ten Thousand Dollars ($10,000.00) ("Extension Payment ") by Developer to the Title Company as an additional deposit of Xxxxxxx Money. Notice for the extension of the Contingency Period shall be given by Developer no later than the last day of the initial 60-day Contingency Period. City may provide additional extensions of the Contingency Period at its sole discretion. In the event Developer determines in its sole discretion that the Developer Parcel is not suitable for Developer's Intended Use then Developer may, at any time prior to or on the last day of the Contingency Period, or any extension thereof, terminate this Agreement by written notice to City ("Termination Notice"). Upon delivery of a Termination Notice, this Agreement shall terminate, the Xxxxxxx Money including any Extension Payment(s) , shall be returned immediately to Developer, and both parties shall be released from any further liability or obligation to each other, except Developer shall be responsible for any damage to the Developer Parcel caused directly by Developer or Developer's inspectors or contractors in connection with Developer's investigations and inspections of the Developer Parcel (such responsibility shall survive the Closing). Should Developer fail to deliver a Termination Notice in accordance with this Section prior to or on the last day of the Contingency Period, or any extension thereof, then, except as otherwise provided below, Developer shall conclusively be deemed to have waived the contingencies of this Section and accepted the Developer Parcel in its "AS IS" condition, subject to Sections 14 and 15. (provided, however, that this waiver and acceptance does not affect, limit or reduce Developer's right to object to title issues in accordance with Section 6 below).

Contingency Period. At all times during Buyer acknowledges that the "Contingency Period" 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 through the day that is thirty (which Contingency Period is defined to be the period 30) business days from and after the Effective Date and continuing through and including (the date “Contingency Period”) in which is 6 0 days after to evaluate the Effective Date), Developer's obligations under this Agreement are contingent upon: (a) Developer's satisfaction: in Developer's sole discretion , that suitability of the Developer Parcel is suitable Property for DeveloperBuyer's intended useuse and ownership, including obtaining franchisor/flag including, without limitation, the environmental condition of the Property, governmental land regulations, zoning ordinances, use restrictions, architectural and design approval to own requirements, development costs, financial and operate a Hotel market feasibility, the status of the entitlements of the Property, existing or potential assessments imposed on the Developer Parcel ; and (b) Developer obtaining: all necessary zoning and permitting approvals from Property, the City of Xxxxx Heights physical condition and any other governmental authorities having jurisdiction thereof in order to allow Developer's intended use of matter affecting the Developer Parcel and any and all necessary private grants of easements as may be required by Developer, in Developer's sole discretion, for utility lines, storm water run- off/drainage detention and for access to and from Property. Not later than the adjacent public rights of way. Attached hereto as Exhibit C date that is a copy of the Ordinance approving the Planned Mixed Use of the City Parcel which includes the Developer Parcel. five (c5) Developer and the City agreeing upon terms of the following easements and covenants: (a) any new easements or modifications to existing easements to extend utilities from Executive Boulevard days prior to the Developer Parcel; (b) a parking easement on the adjoining Rose Center parking lot permitting the construction of an access drive connecting the Developer Parcel to such parking lot and granting to customers of the hotel to be constructed on Developer's Parcel the non-exclusive right of ingress and egress and to park on the Rose Center parking lot; (c) an ingress egress easement, with maintenance and repair covenants, for the roadway constructed on the City Parcel connecting the Developer Parcel to Executive Boulevard. Developer shall have the option of extending the Contingency Period for an additional thirty (30) day period by providing written notice to City of its intent to extend the Contingency Period and the payment of Ten Thousand Dollars ($10,000.00) ("Extension Payment ") by Developer to the Title Company as an additional deposit of Xxxxxxx Money. Notice for the extension end of the Contingency Period Seller shall cause to be given provided to Buyer an estoppel certificate, in the form attached hereto as “Exhibit D”, executed by Developer no later than Tenant (the last day “Estoppel Certificate”). If the Estoppel Certificate is not delivered to Buyer 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 Closing and (b) Buyer’s approval of the initial 60-day Contingency Periodcompleted Estoppel Certificate (including any changes to the form thereof made by Tenant or any information inserted therein by Tenant), within five (5) days after the receipt thereof, which approval shall not be unreasonably withheld or conditioned. City may provide additional extensions Except as provided in the preceding sentence, Buyer shall give Seller written notice of the Contingency Period at its sole discretion. In the event Developer determines in its sole discretion that the Developer Parcel is not suitable for Developer's Intended Use then Developer may, at any time prior to Buyer’s approval or disapproval of all such matters on or before the last day of the Contingency Period. Buyer’s failure to give such notice shall be deemed Buyer’s disapproval thereof. If Buyer should give notice of its disapproval of the Estoppel Certificate, or if Buyer is deemed to have disapproved any extension such matter by its failure to give timely approval thereof, terminate this Agreement by written notice to City ("Termination Notice"). Upon delivery of a Termination Notice, this Agreement shall terminate, terminate and the Xxxxxxx Money including Deposit and any Extension Payment(s) , accrued interest thereon shall be returned immediately promptly refunded to DeveloperBuyer by Escrow Agent, and both parties less any Escrow cancellation charges which shall be released from paid by Buyer and thereafter neither party shall have any further liability or obligation to each the other, except Developer . Buyer shall be responsible for any damage thereafter promptly return to the Developer Parcel caused directly Seller all Due Diligence Materials that may have been provided by Developer or Developer's inspectors or contractors in connection with Developer's investigations and inspections of the Developer Parcel (such responsibility shall survive the Closing). Should Developer fail to deliver a Termination Notice in accordance with this Section prior to or on the last day of the Contingency Period, or any extension thereof, then, except as otherwise provided below, Developer shall conclusively be deemed to have waived the contingencies of this Section and accepted the Developer Parcel in its "AS IS" condition, subject to Sections 14 and 15. (provided, however, that this waiver and acceptance does not affect, limit or reduce Developer's right to object to title issues in accordance with Section 6 below)obtained from Seller.