Common use of Feasibility Period Clause in Contracts

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.

Feasibility Period. In (a) For a Feasibility Period of ninety (90) days from the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA date hereof (the "Feasibility Period"). On or before , Buyer is granted the last day right to conduct physical inspections, tests and investigations of the Premises in such a manner as not to inconvenience the tenants and to review copies of the Leases, Service Contracts, bills for calendar years 1994 and 1995 for real estate taxes, utilities (water, sewer, gas and electric) insurance premiums and trash removal pertaining to the Premises. At any time during said Feasibility Period, if, but only if, (a) Buyer shall have the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Lawright, for which the cost any reason whatsoever, to Buyer of remediation would exceed $100,000 in the aggregate cancel and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a serving written notice thereof upon Seller on or before the expiration of said Feasibility Period; if Buyer elects to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such noticeterminate this Agreement as permitted herein, unless Seller nullifies the termination as described below, then this Agreement shall terminate be cancelled and terminated and the Deposit Deposit, together with interest earned thereon, shall be returned to Buyer and, and neither party hereunder shall have any further liability or obligation to the otherother hereunder except with respect to the indemnifications contained in this Xxxxxxxxx 0, except for the Covenants Surviving Termination. If Xxxxxxxxx 5(e) and Paragraph 22; if Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived exercise its right to terminate this Agreement pursuant as permitted herein, then said right shall automatically lapse, terminate and become null and void. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such inspection and/or entry upon the Premises; said indemnification shall survive Closing and/or termination of this Agreement." 3. All references in the Agreement of Sale to this Section 7.2 and this the "Extended Feasibility Period" are hereby deleted. 4. Except as specifically set forth herein, the Agreement shall remain in full force and effect. If Buyer terminates this Agreement of Sale remains effective in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationits terms.

Feasibility Period. In (a) For a Feasibility Period of seventy-five (75) days from the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA date hereof (the "Feasibility Period"). On or before , Buyer is granted the last day right to conduct physical inspections, tests and investigations of the Premises in such a manner as not to inconvenience the tenants and to review copies of the Leases, Service Contracts, bills for calendar years 1994 and 1995 for real estate taxes, utilities (water, sewer, gas and electric) insurance premiums and trash removal pertaining to the Premises. At any time during said Feasibility Period, if, but only if, (a) Buyer shall have the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Lawright, for which the cost any reason whatsoever, to Buyer of remediation would exceed $100,000 in the aggregate cancel and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a serving written notice thereof upon Seller on or before the expiration of said Feasibility Period; if Buyer elects to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such noticeterminate this Agreement as permitted herein, unless Seller nullifies the termination as described below, then this Agreement shall terminate be cancelled and terminated and the Deposit Deposit, together with interest earned thereon, shall be returned to Buyer and, and neither party hereunder shall have any further liability or obligation to the otherother hereunder except with respect to the indemnifications contained in this Xxxxxxxxx 0, except for the Covenants Surviving Termination. If Xxxxxxxxx 5(e) and Paragraph 22; if Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived exercise its right to terminate this Agreement pursuant as permitted herein, then said right shall automatically lapse, terminate and become null and void. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such inspection and/or entry upon the Premises; said indemnification shall survive Closing and/or termination of this Agreement. Buyer shall have the right to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, extend the Feasibility Period for a period of fifteen (15) days (the "Extended Feasibility Period") by serving written notice thereof upon Seller shall be able to nullify such termination by notifying Buyer on or before March 31the expiration of the Feasibility Period, 2003provided that during the Extended Feasibility Period, that Seller Buyer shall either (1) reduce only have the right to terminate this Agreement if Buyer fails to obtain a commitment for a Purchase Price by the estimated remediation costMoney Mortgage Loan on terms and conditions satisfactory to Buyer, or (2) together with The Xxxxx Company, L.P. agree with Buyer and in Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationsole discretion.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Rouse Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the fox xxx remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.

Feasibility Period. The Buyer shall have thirty (30) days from the Effective Date within which to inspect the Property and determine if the same is suitable for the Buyer’s intended use (the “Feasibility Period”). In the event that Buyer's environmental consultants have determined the Buyer notifies the City in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On writing on or before five o’clock (5:00 p.m.) on the last day of the Feasibility PeriodPeriod that the Buyer disapproves or is dissatisfied in any way with the Property, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost determination to Buyer of remediation would exceed $100,000 be made in the aggregate Buyer’s sole and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9absolute discretion, Buyer may terminate then this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement Contract shall terminate and all the Escrow Deposit heretofore delivered by the Buyer to the Title Company, save and except the sum of both one hundred dollars ($100.00) (which shall be considered non- refundable option money (the “Option Fee”)) and the cost of the Survey, shall be returned to Buyer and, neither party shall have any obligation to the other, except for Buyer. In the Covenants Surviving Termination. If event the Buyer fails to provide such notice of termination on or before so notify the last day City in writing prior to the expiration of the Feasibility Period, Buyer shall be deemed to have waived its right Period of the Buyer’s election to terminate this Agreement pursuant to Contract, this Section 7.2 and this Agreement Contract shall remain continue in full force and effect. If The City hereby grants to the Buyer terminates this Agreement in accordance with this Section 7.2during the Feasibility Period the right to enter upon the Property and conduct such tests as the Buyer deems necessary; provided that the Buyer shall indemnify, Seller defend, and hold harmless the City from all claims, actions, or causes of action which might occur by virtue of the Buyer’s entry upon or testing of the Property and provided further that the Buyer shall be able responsible for all damages occasioned to nullify such the Property arising out of the Buyer’s entry upon or testing of the Property. These obligations will survive the Closing or the cancelation or termination by notifying of this Contract. Notwithstanding the delivery to the Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price its agents by the estimated remediation costCity or any of its agents of any of the above described studies and tests, if any, the Buyer acknowledges that any information of any type which the Buyer has received or may receive from the City, or (2) together with The Xxxxx Companyits agents, L.P. agree with is furnished to the Buyer as a courtesy only and Buyer's lenders (A) on the express condition that the Buyer shall make an independent verification of the accuracy of such information, all such information is being furnished without any representation or warranty by the City as to pay for the remediation iftruth, as and when it is performedaccuracy, and (B) to provide guarantees or other assurance reasonably acceptable to completeness of such lenders with respect to such remediationinformation.

Feasibility Period. In Tenant shall have sixty (60) days from and after the event date this Lease is fully executed or such later date that Buyer's environmental consultants Tenant shall have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") received all of the Real PropertyCity’s due diligence materials described in Section 5.05 below, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"), to (i) inspect the Premises; (ii) undertake environmental testings, review Phase I and/or Phase II reports from consultants; (iii) complete its review of the feasibility of the Premises for its intended use; and (iv) conduct and make such other feasibility studies and perform such other inspections, surveys, and testing as Tenant deems necessary or desirable to determine that the Premises are suitable for Tenant’s Use. On or before In connection with Xxxxxx’s due diligence activities, Tenant and its agents, consultants and contractors shall have the last day right to enter upon the Premises for purposes of conducting its investigations and inspections deemed necessary by Tenant In order to expedite Tenant’s (a) preparation of drawings necessary for submission of site plan applications; and (b) feasibility review of the Premises, the City shall provide to Tenant all site development documents in its possession. Should Tenant determine, in Tenant’s sole judgment, that the Premises are not suitable for Tenant’s Use at any time prior to the expiration of the Feasibility Period Tenant may, at its option, terminate this Lease by written notice to the City prior to the expiration of the Feasibility Period, ifwhereupon this Lease shall become null and void and of no further force or effect, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party parties hereto shall have any obligation no further obligations to one another; or Tenant may waive the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice provisions of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement Lease shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able Tenant’s failure to nullify such termination by notifying Buyer notify the City on or before March 31, 2003, that Seller the expiration date of the Feasibility Period shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationconstitute a waiver of this Section.

Feasibility Period. In the event that Buyer's environmental consultants Purchaser shall have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") period ending as of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 Closing Date to conduct its Phase II ESA inspection of the documents delivered or made available for inspection in accordance with Section 3.1 and to conduct a physical inspection of the Property as set forth in Section 3.2 (the "“Feasibility Period"”). On If Purchaser, in its sole and absolute discretion, is for any reason not satisfied with the Property, or before if Purchaser determines, for any reason or for no reason whatsoever, not to purchase the Property, then Purchaser shall have the absolute right at any time at or prior to 5:00 P.M. (Eastern time) on the last day of the Feasibility PeriodPeriod (the “Termination Notice Date”) to terminate this Agreement, if, but only if, such termination right to be exercised by written notice (athe “Termination Notice”) the Phase II ESA discloses evidence to such effect given by or on behalf of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost Purchaser to Buyer of remediation would exceed $100,000 Seller in the aggregate and (b) the Release is not described in the ESAs and information manner provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costsfor herein. Upon receipt of such notice, unless Seller nullifies the termination as described belowTermination Notice, this Agreement shall terminate terminate, and the Escrow Agent shall return the Deposit shall be returned to Buyer andPurchaser, and neither party shall have any further liability or obligation hereunder to the any other, except for any obligations that expressly survive the Covenants termination of this Agreement (collectively, the “Surviving TerminationObligations”). If Buyer Purchaser fails to provide such notice of termination the Termination Notice on or before 5:00 P.M. on the last day of the Feasibility PeriodTermination Notice Date, Buyer Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 approved such inspections, and this Agreement shall remain in full force and effect. If Buyer Purchaser terminates this Agreement in accordance with this Section 7.2Agreement, Seller then: (i) the Deposit shall be able returned to nullify such termination by notifying Buyer on or before March 31Purchaser, 2003with all interest accrued thereon, that (ii) all Seller materials provided to Purchaser pursuant to Section 3.1 shall either (1) reduce the Purchase Price by the estimated remediation costbe returned to Seller, or (2) together with The Xxxxx Companycopies of all engineering, L.P. agree with Buyer environmental and Buyer's lenders (A) other studies relating to pay the Property prepared by, for the remediation ifor on behalf of, as and when it is performedPurchaser, shall be delivered to Seller, and (Biii) this Agreement shall terminate and no longer shall be of any force or effect, and neither party shall have any further liability or obligation hereunder to provide guarantees or the other assurance reasonably acceptable to such lenders with respect to such remediationparty, except for the Surviving Obligations.

Feasibility Period. In FORTY FIVE A. For a period of Thirty (30) days following execution of this Agreement by all parties (the event that Buyer's environmental consultants “Feasibility Period”), Purchaser, its agents and contractors, shall have determined in their reasonable judgment before the Effective Date that there is a need right to: (i) enter the Property, with Seller’s permission which will not be unreasonably withheld, for a Phase II Environmental Site Assessment the purpose of inspecting the Property and performing tests as are suitable for Purchaser’s intended purpose; and ("Phase II ESA"ii) seek zoning information from the local governing authority concerning Purchaser’s intended use of the Real Property. B. Within ten (10) days after Seller’s receipt of a fully executed copy of this Agreement, and Buyer has notified if not previously delivered, Seller thereof together with shall deliver to Purchaser copies of the reasons thereforfollowing materials related to the Property if in Seller’s possession: (i) document requested in in SCHEDULE A, collectively referred to as the “Materials”. C. In Purchaser’s sole discretion, if the Property is not suitable for Purchaser’s intended purpose, then subject Purchaser shall have the right, upon written notice to Seller prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such noticeAgreement, unless Seller nullifies the termination as described below, this Agreement shall terminate and in which event the Deposit shall be returned refunded in full to Buyer and, neither party Purchaser and the parties shall have any no further obligation or liability to the otherone another, except for any liability pursuant to the Covenants Surviving Terminationindemnity provisions of Paragraphs 4D., 10 and 11. The Escrow Agent shall return the Deposit within seven (7) days after receipt of Purchaser’s termination of the Agreement. Purchaser acknowledges that the Feasibility Period will not be extended for any reason, regardless of whether Purchaser has completed its inspections or zoning inquiry. D. If Buyer Purchaser fails to provide such notice acquire the Property, Purchaser agrees: (i) to repair any damage arising as a result of termination on or before the last day its exercise of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate of access granted in this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either Paragraph 4; (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (Aii) to pay for indemnify and hold Seller harmless from any and all liability of any kind or nature whatsoever as a result of the remediation ifexercise of such right of access, other than as and when it is performeda result of Seller’s negligence or misconduct or the negligence or misconduct of Seller’s agents, employees or contractors; and (Biii) to provide guarantees or other assurance reasonably acceptable return the Materials to such lenders with respect to such remediationSeller.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation until 5:00 p.m., Pacific Time, on the thirtieth day following Effective Date (the “Feasibility Period”), to review and approve in Buyer’s sole and absolute discretion the matters or conditions in Sections 2.1(a)-(d) above. If, prior to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day expiration of the Feasibility Period, Buyer notifies Seller in writing of Buyer’s unconditional approval or satisfaction of the matters or conditions described in Sections 2.1(a)-(d) above (the “Approval Notice”), then Buyer shall be deemed to have approved the Property and the matters or conditions described in Sections 2.1(a)-(d) and such matters or conditions shall no longer be conditions to Buyer’s obligations hereunder. If, prior to the expiration of the Feasibility Period, Buyer does not deliver its Approval Notice to Seller, then Buyer shall be deemed to have elected to terminate this Agreement, in which event this Agreement shall terminate, all obligations under this Agreement shall cease (except for any obligations that expressly survive the termination of this Agreement) and Buyer shall be entitled to the prompt return of the Initial Deposit. If any of the conditions set forth in Section 2.1(e) above are not satisfied (or waived in writing by Buyer in its sole and absolute discretion) on the Close of Escrow hereunder, then the provisions of Section 11.2 shall apply. If any of the conditions set forth in Section 2.1(f) above are not satisfied (or waived in writing by Buyer) on the Close of Escrow, then Buyer shall have the right to terminate this Agreement pursuant by delivery of written notice to this Section 7.2 and Seller and, in the event of such termination, all obligations under this Agreement (except for those that expressly survive the termination of this Agreement) shall remain in full force cease and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able entitled to nullify such termination the prompt return of the Deposit made by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationhereunder.

Feasibility Period. In (a) As used in this Agreement, "FEASIBILITY PERIOD" means the event that Buyer's environmental consultants have determined in their reasonable judgment before period beginning on the Effective Date and ending at 5:00 p.m., Fort Worth, Texas time, on the third (3rd) business day after the Effective Date. (b) Buyer may terminate its obligation to purchase the Property at any time during the Feasibility Period if Buyer, in its sole discretion, concludes that there the Property is a need not suitable for a Phase II Environmental Site Assessment ("Phase II ESA"any reason. Buyer must exercise its termination rights under this Section 4(b) by delivering written notice to Seller and the Title Company at any time prior to the expiration of the Real PropertyFeasibility Period. Upon Title Company's receipt of such a notice during the Feasibility Period, Title Company shall deliver the Xxxxxxx Money to Buyer, and neither party will have any further rights or obligations under this Agreement, except as set forth in Sections 4(c)(1), 4(c)(3), 12 and 15. If Buyer has notified Seller thereof together with the reasons therefor, then subject does not send such a notice prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, ifit will be deemed to have elected to proceed with purchasing the Property, and Buyer and Seller shall continue to comply with all applicable provisions of this Agreement including, but only ifnot limited to, the provisions relating to the Closing in Sections 7 and 8. (a1) Seller will permit Buyer and its contractors and agents to enter upon the Phase II ESA discloses evidence Property to inspect and test the Property (including soil borings and environmental tests) as Buyer deems necessary or desirable, and all at Buyer 's sole cost and expense. Buyer must repair any damages to the Property resulting from any inspection or testing conducted by it or at its direction. Buyer shall provide reasonable advance notice (no less than 24 hours) to Seller, and the parties shall cooperate in the scheduling of any one such inspections and tests. BUYER AGREES TO INDEMNIFY AND DEFEND SELLER, AND HOLD SELLER HARMLESS FROM AND AGAINST, ALL LIENS, CLAIMS, AND LIABILITY ARISING OUT OF OR RELATED TO BUYER'S OR ITS CONTRACTORS' OR AGENTS' INSPECTIONS AND TESTS IN ACCORDANCE WITH THIS SECTION 4(c), INCLUDING PERSONAL INJURIES OR DEATH. (2) Before Buyer or more "Releases" any of its contractors or agents may enter onto the Property for its inspections or tests or otherwise, Buyer shall provide Seller with certificates of insurance evidencing that each of Buyer's contractors and/or agents who enter upon the Property carries commercial general liability insurance (as such term is defined on an occurrence basis) with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence during the period that these parties are on the Property. Each policy must be issued by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost an insurance company licensed to Buyer of remediation would exceed $100,000 do business in the aggregate State of Texas and reasonably acceptable to Seller and under a form of policy reasonably satisfactory to Seller. Seller must be included as an additional insured under all insurance policies. The insurance may not be cancelled or amended except upon thirty (b30) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a days' prior written notice to Seller so stating together Seller. (3) In connection with a copy the Confidentiality Agreement and Buyer's inspection of the Phase II ESA Property pursuant to this Section 4, Seller has provided or made available to Buyer true and an estimate complete copies of the remediation costs. Upon receipt of such noticedocuments, unless Seller nullifies the termination as described belowmaterials, this Agreement shall terminate records, data, drawings, specifications, engineering and the Deposit environmental reports and other documents listed on SCHEDULE 4(c)(3) (collectively "DOCUMENTS"), which shall be returned deemed to be "Confidential Information" under the Confidentiality Agreement. Buyer andwill require its contractors, neither party agents, investors, and prospective lenders to keep confidential all information set forth in the Documents as provided in the Confidentiality Agreement. (4) Buyer's obligations and indemnity under this Section 4(c) survive the Closing or earlier termination of this Agreement. Buyer shall have any return to Seller its copies of all Documents if Buyer terminates its obligation to purchase the other, except Property under Section 4(b) hereof. (d) As consideration for holding the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of Property available for its purchase during the Feasibility Period, Buyer shall be deemed to have waived its right to terminate has paid Seller $100.00 ("INDEPENDENT CONTRACT CONSIDERATION"), which Seller may retain even if this Agreement pursuant is terminated. The Independent Contract Consideration does not apply to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationPrice.

Feasibility Period. Notwithstanding anything in this Lease to the contrary, Tenant shall have a “Feasibility Period” until 3:00 p.m. CST on Wednesday, August 28, 2013, in which to investigate and inspect the Property to determine whether or not the Property is suitable for Tenant’s intended use, and Landlord agrees to cooperate with Tenant (at no material cost to Landlord) in connection with the investigation and inspection. Among the factors to be considered by Tenant are the zoning and other restrictions on the use of the Property, the condition of soils and improvements, the extent and type of governmental approvals necessary and/or restrictions applicable to the use the Property, the availability and costs of utilities, the condition of the Building, the location and suitability of the configuration of the Property for Tenant’s use, drainage, environmental conditions, and the economic feasibility of the Property as well as any other matters that may affect Tenant’s use and/or enjoyment of the Property. Tenant and Tenant’s agents shall have the right of reasonable access to the Property during the Feasibility Period (upon reasonable advance notice to Landlord) for the purpose of conducting its investigations and inspections, and shall have the right to conduct tests and obtain soil and core samples; provided, however, that Tenant shall not materially interfere with the business operations of the Existing Tenant. In the event that Buyer's environmental consultants have determined Tenant in their reasonable judgment before Tenant’s sole discretion determines the Effective Date that there Property is a need not suitable for a Phase II Environmental Site Assessment ("Phase II ESA") Tenant’s intended use, Tenant shall the right to terminate this Lease under this Section 3.4 by delivering written notice of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject its election to terminate this Lease to Landlord prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, if, but only if, (a) whereupon the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party parties shall have any obligation to the otherno further obligations hereunder, except for those provisions that expressly survive termination. Notwithstanding the Covenants Surviving Termination. If Buyer fails to provide such notice provisions of termination on or Article XIII, before the last day expiration of the Feasibility PeriodPeriod Tenant’s termination notice must be either (i) actually received by Landlord (no deemed delivery); (ii) actually received by Landlord’s attorney, Buyer shall be Pxxxxxx X. Xxxxxx (no deemed delivery); or (iii) refused by either Landlord and Landlord’s attorney. The parties acknowledge that the intent of the prior sentence is to have waived its right give Landlord actual notice of a termination (not constructive, imputed, or deemed notice), so that Landlord can determine if it is obligated to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationExisting Lease.

Feasibility Period. In The Feasibility Period under the event Contract shall be deemed to have expired for all purposes under the Contract on the Second Amendment Date. Purchaser hereby agrees that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") it has completed its review of the Real PropertyProperties and, and Buyer has notified Seller thereof together except as expressly set forth in the Contract, hereby waives its right to further object (pursuant to Sections 3.2 or 4.3 of the Contract or otherwise) to any matter concerning the Title Documents, the Surveys, the Property Contracts, the Leases, the Miscellaneous Property Assets, the physical condition of the Properties, or otherwise with the reasons therefor, then subject respect to the provisions Properties. Purchaser agrees that, to its actual current knowledge, Sellers have made all required deliveries required under the Contract and performed all of Sellers' required obligations under the Access AgreementContract through the date hereof. Purchaser agrees that Purchaser's right to terminate the Contract is irrevocably waived, Buyer shall be permitted until March 20, 2003 except for Purchaser's express rights under the Contract which are applicable to conduct its Phase II ESA (the "Feasibility Period"). On or before time period following the last day expiration of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall (including the Additional Deposit to be returned delivered to Buyer andEscrow Agent as required hereunder) is non-refundable except only as set forth in the Contract. Purchaser acknowledges (Y) receiving from Sellers updated Rent Rolls and lists of Property Contracts, neither party shall have and that the same do not disclose any obligation to the otherviolations of any representations, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on warranties or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performedcovenants, and (BZ) having a full and complete opportunity to provide guarantees visit and inspect the Properties and review all files and documents located at the Properties, or other assurance reasonably acceptable otherwise made available, prior to such lenders with respect to such remediationthe execution of this Amendment and expressly and specifically re-affirms the provisions set forth in Section 6.2 of the Contract, including, without limitation, the "AS IS", WHERE IS" and "WITH ALL FAULTS" nature of the acquisition of the Properties.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.

Feasibility Period. In Buyer shall have until the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") expiration of the Real Feasibility Period to: 3.2.1 review, in Buyer’s sole and absolute discretion, the suitability of the Property for Buyer’s use and development, including, without limitation, any governmental land use regulations, zoning ordinances, architectural and design approvals, recorded land use restrictions, development costs, on-site construction costs, financial and market feasibility, the status of the Entitlements of the Property (and prospects of any proposed modifications or approvals that may be required for Buyer’s intended use of the Property), the presence of Hazardous Materials, existing or potential assessments imposed on the Property, the subcontracts and consultant contracts used by Seller in connection with the development of the Property, the physical condition of the Property, and the Property Information previously delivered or made available to Buyer has notified (collectively, “Feasibility Matters”); 3.2.2 approve or disapprove of the Feasibility Matters; and 3.2.3 may deliver to Seller thereof together and Escrow Holder written notice of Buyer’s election to (a) approve the Feasibility Matters and proceed with Closing the reasons therefortransaction contemplated under this Agreement (the “Approval Notice”), then subject or (b) terminate this Agreement (the “Termination Notice”). 3.2.4 If Buyer timely delivers the Termination Notice prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, if, but only if, (a) or otherwise fails to deliver the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation Approval Notice prior to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day expiration of the Feasibility Period, Buyer Seller shall be deemed to have waived reimbursed out of the Initial Deposit for its right to terminate reasonable attorneys’ fees incurred in connection with this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effecttransaction, not-to-exceed Fifty-Thousand Dollars ($50,000) (the “Seller’s Reimbursement”). If Buyer terminates this Agreement timely delivers the Termination Notice or fails to deliver the Approval Notice, (i) Seller shall, within three (3) Business Days after receipt of the Termination Notice, deliver an invoice from its attorneys for legal services provided in accordance connection with this transaction, (ii) Escrow Holder shall upon receipt of such invoice disburse to Seller the Independent Consideration plus the Seller’s Reimbursement in the amount of such attorneys’ fees up to a maximum of Fifty-Thousand Dollars ($50,000), (iii) disburse the remainder of the Initial Deposit to Buyer (subject to Buyer’s fulfillment of its obligations under Section 7.22.4), (iv) the Escrow shall be canceled, (v) Buyer and Seller shall share equally any Escrow and title cancellation charges and (vi) the Parties shall thereafter be released from all obligations hereunder other than any obligations that survive termination by their terms. If Buyer delivers the Approval Notice, the delivery of same shall be conclusively deemed to be Buyer’s full and complete approval of all Feasibility Matters and satisfaction of Buyer’s inspection right. Notwithstanding anything to the contrary set forth above, Seller shall not be able entitled to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either any portion of the Seller’s Reimbursement in the event the Irvine Company exercises its ROFO (1defined below) reduce during the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationFeasibility Period.

Feasibility Period. (a) From the date hereof until 5:00 PM, New York time, on October 2, 2012 (the “Feasibility Period”), Buyer and its authorized agents, representatives and consultants shall have the right, upon prior reasonable notice of at least forty-eight (48) hours given to Seller (which notice may be given by telephone to Xxxxx Xxxxxxxx at 203-644-1516) to inspect the Property and conduct such noninvasive studies as Purchaser deems appropriate, and Seller shall provide Purchaser and its consultants with access to the Property for such purposes. A representative of Seller must accompany Buyer, or any consultant retained by Buyer, when any such studies are performed on the Property. In the event that course of its investigations, Buyer may make inquiries to municipal, local and other government officials and representatives, and Seller consents to such inquiries. Seller shall, at Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need ’s request and subject to Tenant’s consent, arrange for a Phase II Environmental Site Assessment meeting among Buyer, Seller and Tenant. ("Phase II ESA"b) In order to facilitate the conduct of the Real Propertyinspection of documents by Buyer, and Buyer has notified Seller thereof together prior to or simultaneously with the reasons thereforexecution and delivery of this Agreement, then subject Seller has made available to or for the benefit of Buyer true, complete and correct copies of the documents described in Exhibit C. (c) Buyer, in its sole discretion and for any reason or for no reason at all, shall have the right to terminate this Agreement upon written notice given to Seller at any time on or prior to the provisions date of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, ifin which event this Agreement thereupon shall terminate, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" Deposit (as such term is defined by Environmental Lawherein defined) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit promptly shall be returned released to Buyer, and neither Seller nor Buyer and, neither party shall have any obligation further rights against or obligations to the otherother hereunder except those expressly provided herein to survive such termination. (d) Buyer agrees that, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day in making any physical inspections of the Feasibility PeriodPremises, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 (i) it will not materially interfere with the activity of persons occupying, using or providing service at the Premises, (ii) it will restore promptly any physical damage caused by such inspections, (iii) it will pay the fees and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination charges of all persons engaged by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performedit, and (Biv) it will indemnify, defend, and hold harmless Seller from any loss, injury, damage, claim, lien, costs or expense, including reasonable attorneys’ fees and costs, arising out of a breach of the foregoing agreements by Buyer in connection with the inspection of the Property. Notwithstanding anything to provide guarantees or other assurance reasonably acceptable to such lenders the contrary herein, Buyer and its agents and representatives shall have no liability, and shall not indemnify the Seller, with respect to any existing condition that is merely discovered by Buyer or its agents or representatives during any such remediationentry or inspection of the Property.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before The period between the Effective Date and 5:00 P.M. Eastern Time on that there date which is a need for a Phase II Environmental Site Assessment thirty ("Phase II ESA"30) of days after the Real Property, and Buyer has notified Seller thereof together with Effective Date shall be referred to in this Agreement as the reasons therefor, then subject “Feasibility Period”. Purchaser shall have the right to terminate this Agreement at any time prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, iffor any reason or no reason at all, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a delivering written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such noticetermination to Seller. In the event Purchaser does not, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation prior to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day end of the Feasibility Period, Buyer shall be deemed to have waived notify Seller in writing of the waiver of its right to terminate this Agreement pursuant to this Section 7.2 and 6(c) (such waiver, the “Feasibility Notice”), this Agreement shall remain in full force and effectautomatically terminate without requirement of further action on the part of Purchaser or Seller. If Buyer In the event Purchaser timely terminates this Agreement in accordance with pursuant to this Section 7.26(c), Purchaser shall immediately return to Seller any documents, plans, studies or other materials related to the Property that were provided by Seller to Purchaser, and the Xxxxxxx Money shall be able refunded to nullify such termination by notifying Buyer on Purchaser and neither party shall have any further liability or before March 31, 2003obligations to the other hereunder provided; however, that the obligations contained in Section 6(a) and Section 6(b) shall survive such termination. If Purchaser has actual knowledge of a breach of representation, warranty or covenant by Seller during the Feasibility Period and does not terminate this Agreement, then Purchaser shall either be deemed to have waived such breach. In the event Purchaser terminates this Agreement for any reason (1whether pursuant to this Section 6(c) reduce or otherwise), then Purchaser shall, at Seller’s request, deliver to Seller copies of all third party reports, investigations and studies, other than economic analyses and attorney work product (collectively, the Purchase Price by the estimated remediation cost“Reports” and, or (2individually, a “Report”) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performedprepared for, and (Bdelivered to, Purchaser in connection with its due diligence review of the Property. Purchaser’s obligation to deliver the Reports pursuant to this Section 6(c) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationshall survive any termination of this Agreement.

Feasibility Period. The feasibility period shall be deemed to have commenced on May 8, 1998 and shall terminate on May 29, 1998. In the event that Buyer's environmental consultants have determined in their reasonable judgment Purchaser gives Seller written notification (the "Termination Notice"), on or before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") expiration of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"" (time being of the essence), that Purchaser elects not to consummate the purchase of the Property in accordance with this Agreement, then Purchaser and Seller acknowledge and agree that this Agreement shall be conclusively deemed to be terminated and this Agreement shall be of no further force and effect. On The Purchaser shall have the absolute right, in its sole, absolute and nonreviewable discretion, to determine whether to give the Termination Notice. In the event the Termination Notice is given, the Deposit shall be promptly returned to Purchaser and neither party shall have further liability to the other under this Agreement. If Purchaser elects not to, or before fails timely to, give the last day Termination Notice, but Purchaser nonetheless does not post the Second Deposit with the Escrow Agent prior to the end of the Feasibility Period as provided for in Section 4.2, then the Termination Notice shall be deemed given, this Agreement shall terminate, the Deposit shall be promptly returned to Purchaser and neither party shall have further liability to the other under this Agreement. Purchaser may shorten the Feasibility Period by providing Seller written notice of the date on which the Feasibility Period shall end. This Agreement shall not terminate upon the expiration of the Feasibility Period if, prior to the expiration of the Feasibility Period, if, but only if, Purchaser has (i) posted the Second Deposit with the Escrow Agent and (ii) provided notice to Seller that it intends to proceed to Closing in accordance with the terms and conditions of this Agreement. Seller has delivered to Purchaser (a) a copy of the Phase II ESA discloses evidence of any one or more "Releases" most current title commitment (as such term is defined by Environmental Lawincluding recorded exceptions) of Hazardous Materials or a recognized environmental condition on or affecting and survey for the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) copies of the Release documents and items listed on Exhibit B attached hereto and incorporated herein. In addition, Seller shall provide Purchaser with such other reasonable documentation, agreements and other information to the extent readily available and in the possession of Seller related to the ownership, use and operation of the Property as Purchaser reasonably requests. In the event the transaction contemplated by this Agreement is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9consummated for any reason, Buyer may terminate this Agreement by providing a written notice Purchaser agrees that it shall promptly return to Seller so stating together with a copy and instruct its representatives, consultants, attorneys, and prospective investors and brokers to return to Seller, all copies and originals of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement materials provided pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2Section; provided, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003however, that Seller the foregoing obligation shall either (1) reduce cease to apply to Purchaser upon the Purchase Price Closing of the purchase and sale contemplated by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationthis Agreement.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer This Agreement shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before automatically terminate at 5:01 P.M. Pacific Time on the last day of the Feasibility PeriodPeriod (the “Outside Termination Date”) unless Purchaser delivers to Seller, ifin Purchaser’s sole discretion, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice on or before 5:00 P.M. Pacific Time on the Outside Termination Date expressly stating that Purchaser has elected to Seller so stating together proceed with a copy of the Phase II ESA and an estimate of transaction contemplated by this Agreement (the remediation costs“Notice to Proceed”). Upon receipt of such noticeIn the event that Purchaser fails to timely deliver the Notice to Proceed, unless Seller nullifies or thereafter fails to timely deliver the termination as described belowAdditional Deposit, then this Agreement shall terminate and automatically terminate, the Deposit shall be returned immediately refunded to Buyer and, Purchaser and neither party shall have any obligation to the otherfurther rights or obligations under this Agreement, except for the Covenants Surviving TerminationObligations. If Buyer fails Purchaser timely delivers the Notice to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to Proceed in accordance with this Section 7.2 3.1, and thereafter timely funds the Additional Deposit into Escrow, then (i) this Agreement shall remain in full force and effect. If Buyer terminates effect and Purchaser shall not have any further right to terminate this Agreement in accordance with under this Section 7.2, Seller and (ii) Purchaser shall be able deemed to nullify have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any condition actually known to Purchaser as of the Outside Termination Date, including, without limitation, a misrepresentation. Purchaser shall (i) furnish to Seller proof that Purchaser or its consultants entering upon the Property maintain comprehensive general liability insurance from a company reasonably satisfactory to Seller, for Purchaser or its agents, representatives and employees, of not less than $2,000,000 per incident and naming Seller as an additional insured, such termination by notifying Buyer on insurance to be maintained throughout the term of this Agreement and to cover Seller against claims for bodily injury or before March 31death or property damage occurring in, 2003, upon or about the Property that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together arise in connection with The Xxxxx Company, L.P. agree with Buyer Purchaser’s inspection and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, investigative activities; and (Bii) cause any lien filed against the Property arising from the activities of Purchaser, its employees or agents on the Property during the Feasibility Period to provide guarantees be released or other assurance bonded off within fifteen (15) days of Purchaser receiving notice of or having actual knowledge of any such lien. Purchaser shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold harmless Seller and its partners, shareholders, directors, officers, employees and agents from any and all liabilities, losses, suits, damages, judgments and claims (and related costs, expenses and reasonable legal fees) arising out of the entry onto the Property by Purchaser or any of its agents, representatives, contractors or employees, including any claims relating to any injury to persons or property, except that Purchaser shall not be required to indemnify, defend or hold harmless any party to the extent such lenders party’s negligence or willful misconduct caused any of such liabilities, suits, losses, damages, judgments or claims. However, Purchaser shall have no obligation or liability under the preceding sentence in connection with respect to or as a result of the mere discovery of any condition or conditions upon the Property, unless such remediationcondition was exacerbated by Purchaser or its consultants or contractors.

Feasibility Period. In (a) Seller has disclosed to Purchaser that the event limited liability company operating agreement of Seller requires that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") manager of Seller notify all members of the Real Propertyproposed sale, and Buyer has notified permit any member that does not approve the sale an opportunity to purchase the interest in the Seller thereof together with owned by the reasons therefor, then subject other member(s) and/or the Property. Seller shall commence the process of obtaining all members' consent to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA sale (the "Feasibility PeriodConsents") no later than one (1) business day following the Contract Date. If Seller has not delivered to Purchaser written notice that Seller has obtained all necessary Consents (the “Consent Notice”) by the date that is fifteen (15) business days following the Contract Date (the “Consent Notice Deadline”). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer then Seller may terminate this Agreement by providing a delivering written notice to Purchaser and the Escrow Agent (the “Consent Termination Notice”) within one (1) business day following the Consent Notice Deadline. The Consent Notice, if any, shall contain evidence reasonably satisfactory to Purchaser and the Title Company that the Consents have been received. If Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, terminates this Agreement shall terminate by delivering the Consent Termination Notice to Purchaser and the Escrow Agent in a timely manner, then the Deposit shall be returned immediately to Buyer andPurchaser, and neither party shall have any obligation to the other, obligations hereunder except for the Covenants Surviving Terminationthose which expressly survive termination. If Buyer fails to provide such notice of termination on or before Seller does not timely deliver the last day of the Feasibility PeriodConsent Termination Notice, Buyer shall be deemed to have waived its Seller’s right to terminate this Agreement pursuant to this Section 7.2 and 6.8(a) shall be deemed to have been waived, this Agreement shall remain in full force and effect. If Buyer terminates this Agreement , and Seller shall be obligated to deliver evidence reasonably satisfactory to Purchaser and the Title Company of the Consents prior to Closing. (b) If, during the period between the Contract Date and the date that is 5:00 p.m. Dallas, Texas time on the date which is thirty (30) days after the date that the Consent Notice is delivered to Purchaser (the "Feasibility Period"), Purchaser gives Seller written notification (the "Termination Notice") that Purchaser elects not to consummate the purchase of the Property in accordance with the terms of this Agreement, this Agreement shall terminate, the Deposit shall be returned immediately to Purchaser and neither party shall have any obligations hereunder except for those which expressly survive termination. The Purchaser shall have the absolute right, in its sole discretion, to determine whether to give the Termination Notice. If Purchaser elects not to give the Termination Notice prior to the expiration of the Feasibility Period, Purchaser's right to terminate this Agreement pursuant to this Section 7.2, Seller 6.8(b) shall be able deemed to nullify such termination by notifying Buyer on have been waived, this Agreement shall remain in full force and effect, and the Deposit shall become non-refundable except as specifically set forth herein. (c) Prior to the expiration of the Feasibility Period, Purchaser shall notify Seller of any Service Contracts, Space Leases, Equipment Leases and/or Rooms Agreements that Purchaser requests that Seller terminate, each of which shall be terminated at or before March 31prior to Closing (collectively, 2003the "Excluded Contracts"). Purchaser shall be responsible for any fees or penalties in connection with the Excluded Contracts; provided, however, that Seller shall either (1) reduce the Purchase Price be obligated to terminate any Service Contract, Space Lease, Equipment Lease and/or Rooms Agreement that is not assignable by the estimated remediation cost, its terms and shall be responsible for any fees or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationpenalties in connection therewith.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either either: (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders to: (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance assurances reasonably acceptable to such lenders with respect to such remediation.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before Following the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") Date, Tenant may perform any physical inspections of the Real PropertyPremises, obtain financing for construction, obtain approvals from the City, investigate utility capacity, and Buyer has notified Seller thereof together with receive all necessary building permits for the reasons therefor, then subject construction of the Initial Project. Tenant may terminate this Lease by written notice delivered to Landlord prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, if, but only if, (a) for any reason. In the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting event that Tenant timely delivers the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written prescribed termination notice to Seller so stating together with a copy of Landlord within the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described belowFeasibility Period, this Agreement Lease shall terminate automatically terminate, Title Company shall promptly refund the Exxxxxx Money to Tenant, and the Deposit shall be returned to Buyer and, neither party shall have any further obligation or liability under this Lease (except for any that by this Lease expressly survive termination of this Lease). In the event that Tenant does not deliver the prescribed termination notice to Landlord on or prior to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day expiration of the Feasibility PeriodPeriod (time being of the essence), Buyer then Tenant shall be deemed to no longer have waived its the right to terminate this Agreement Lease pursuant to the above provisions of this Article 8, the Exxxxxx Money shall become nonrefundable and shall be paid to Landlord as provided in Section 7.2 4.5, and this Agreement Lease shall remain continue in full force and effecteffect as if the termination right had never existed. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay As independent consideration for the remediation ifoption to terminate as provided in this Article 8, as Tenant has delivered to Landlord the sum of One Hundred Dollars ($100.00) the delivery, receipt and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationsufficiency of which are hereby acknowledged by Landlord.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) Within three (3) business days following the Phase II ESA discloses evidence full execution and delivery of this Agreement into Escrow, Seller shall deliver or cause to be delivered, at Seller’s sole cost and expense, to Buyer any reasonable due diligence materials in Seller’s possession or control (collectively, “Due Diligence Materials”) including: 1. Copies of all Leases and tenancy agreements and all amendments thereto, assignments and subleases thereof, memorandums of lease, tenant estoppels (given within the past two (2) years), lease guaranties and all relevant correspondence with tenants, and a current rent roll listing all tenants and the material terms of their respective leases (“Rent Roll”); 2. Copies of any one and all service, vendor, management, maintenance, repair, and employment contracts; and other written agreements which affect the Property or more "Releases" its operation as set forth in Exhibit M, attached hereto; 3. Copies of any and all building plans, specifications, soils, environmental and other reports, surveys, and studies of the Property (“Environmental Reports”); 4. The title commitment issued by Chicago Title Insurance Company (the “Title Company”) that is attached hereto as Exhibit D (the “Title Commitment”) as well as the ALTA/ACSM Land Title Survey of the Property (the “Survey”); and 5. Copies of property tax bills for the last twenty four (24) months, relating to the Property. In addition, Seller shall promptly deliver to Buyer such term other information relating to the Property that is defined specifically and reasonably requested by Environmental LawBuyer of Seller in writing during the Feasibility Period to the extent such information either is in the possession or control of Seller, or any affiliate of Seller (collectively, “Other Documents”). If Buyer terminates this Agreement for any reason, then within three (3) business days thereafter Buyer shall return to Seller all Due Diligence Materials and Other Documents and, at Seller’s written request, shall deliver to Seller copies of Hazardous Materials any final reports prepared by Buyer’s consultants (other than confidential attorney-client or a recognized environmental condition attorney work product privileged documents and any design or construction drawings, plans, reports, or cost estimates relating to any potential new construction on or affecting development of the Real Property) relating in any way to the Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and without any representation or warranty with respect thereto. (b) As used in this Agreement, the Release term “Feasibility Period” shall refer to a period of time beginning as of the date of this Agreement and ending at 5:00 p.m., California time, on the first business day that is not described in forty five (45) days after the ESAs and information provided to Buyer and listed on Schedule 10.9, date of this Agreement (“Feasibility Termination Date”). Buyer may terminate this Agreement elect, by providing a written notice to Seller so stating together with a copy of at any time prior to the Phase II ESA and an estimate of the remediation costs. Upon receipt of such noticeFeasibility Termination Date, unless Seller nullifies the termination as described below, to terminate this Agreement shall terminate for any reason or no reason, which election shall, in any event, be in Buyer’s sole and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Terminationabsolute discretion. If Buyer fails to provide such does not send written notice of termination its desire to terminate on or before the last day of the Feasibility PeriodTermination Date, Buyer shall be deemed to have waived its right elected to terminate proceed with the Closing subject only to the remaining conditions expressly set forth in this Agreement. Upon any termination of this Agreement pursuant to this Section 7.2 5.1(b), Buyer shall be entitled to a refund of the Deposit, together with interest thereon (if any), and neither party shall have any further obligations to the other hereunder (except under provisions of this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, which specifically state that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationthey survive termination).

Feasibility Period. In (a) Buyer shall have until the event that Buyer's environmental consultants have determined in their reasonable judgment before 5:00 p.m., Pacific Daylight Time, on the date thirty (30) days following the Effective Date that there is a need for a Phase II Environmental Site Assessment of this Agreement ("Phase II ESA"such period being referred to herein as the “Feasibility Period”) of to review and approve (in Buyer’s sole and complete discretion) the Real Propertymatters or conditions in Sections 2.1(a)- (d) above. If, and Buyer has notified Seller thereof together with the reasons therefor, then subject prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day expiration of the Feasibility Period, Buyer notifies Seller in writing of Buyer’s unconditional approval or satisfaction of the matters or conditions described in Sections 2.1(a)-(d) above, then Buyer shall be deemed to have approved the Property and the matters or conditions described in Sections 2.1(a)-(d) and such matters or conditions shall no longer be conditions to Buyer’s obligations hereunder. If, prior to the expiration of the Feasibility Period, Buyer does not notify Seller in writing of Buyer’s unconditional approval or satisfaction of all of the matters or conditions described in Sections 2.1(a)-(d) above, then Buyer shall be deemed to have elected to terminate this Agreement, in which event this Agreement shall terminate, all obligations under this Agreement shall cease (except for any obligations that expressly survive the termination of this Agreement) and Buyer shall be entitled to the prompt return of the Initial Deposit (together with all interest accrued thereon while in escrow). If the condition set forth in Section 2.1(e) above is not satisfied (or waived in writing by Buyer in its sole discretion) on the Closing Date, then the provisions of Section 11.2 shall apply. If the condition set forth in Section 2.l(f) above is not satisfied (or waived in writing by Buyer) on the Closing Date, then, provided Buyer is not in breach or default under this Agreement, Buyer shall have the right to terminate this Agreement pursuant by delivery of written notice to this Section 7.2 and Seller and, in the event of such termination, all obligations under this Agreement (except for those that expressly survive the termination of this Agreement) shall remain in full force cease and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able entitled to nullify such termination the prompt return of the Deposit made by notifying Buyer on or before March 31, 2003, that Seller shall either hereunder (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with all interest accrued thereon while in escrow). The Xxxxx Companypreceding sentence to the contrary notwithstanding, L.P. agree with Buyer and Buyer's lenders (Aif the condition set forth in Section 2.1(f) above is not satisfied on the Closing Date due to pay for a breach or default by Seller hereunder, then the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationprovisions of Section 11.2 below shall be applicable.