Common use of Inspection of Property Clause in Contracts

Inspection of Property. Purchaser, its agents and representatives shall have a period (the "Inspection Period") of N/A from the date hereof in which to conduct due diligence with respect to the Property and to enter upon and make such studies, tests and/or inspections of the Property, including environmental inspections, at Purchaser's sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoning, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaser, in its sole discretion, determines that the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement prior to the expiration of the Inspection Period, Purchaser shall continue to have the right prior to Closing to make on-site inspections of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Earnest Money thereafter shall be at risk and shall be nonrefundxxxx, except as expressly provided herein.

Inspection of Property. Notwithstanding any other provisions to the contrary contained in this Agreement, the parties hereto agree that Purchaser, its agents and representatives shall have a period (the "“Inspection Period"”), of fourteen (14) of N/A days from the date hereof Execution Date, in which to conduct due diligence with respect to the Property and to enter upon and make a complete inspection of the Property. Such inspection may include, but shall not be limited to, structural, mechanical, electrical, engineering, environmental, soil and landscaping tests, surveys, analyses and examinations; inspections for termites or other wood destroying organisms; and such other tests, studies, tests and/or inspections observations, analyses and examinations or studies that Purchaser may deem necessary or desirable in connection with its acquisition of the Property. During the Inspection Period Purchaser shall have free and complete access to all documentation, agreements and other information pertaining to the ownership, use or operation of the Property, including environmental inspectionsa list of which is attached hereto as Exhibit “B” and incorporated herein by reference, to the extent such information is in the possession of Seller or any employee, agent or independent contractor of Seller, and Purchaser shall have the right to make copies of any such information at Purchaser's sole cost and ’s expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoning, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaser, in its sole discretion, determines that the condition of the Property is, for any reason whatsoever (including, without limitation, economic reasons)whatsoever, unsatisfactory to for Purchaser’s contemplated use or development of the Property, Purchaser shall have until the end of the last day termination of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to Promptly following receipt of such notice, Seller shall instruct the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00as hereinafter defined) to Seller from return the Earnest Xxxxxxx Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's ’s receipt of the balance of the Earnest Xxxxxxx Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller party shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall hereby agrees to indemnify Seller against and defend and hold Seller and its agents, employees, representatives and officers harmless from and against any lienscosts, claims, losses and liabilities damages, liabilities, obligations or injury to persons or property arising out of Purchaser's exercising its right and privilege to go upon ’s inspection of the Property; provided this indemnity shall not require . Purchaser shall, immediately upon completing any inspection of the Property, restore the Property to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement its condition immediately prior to the expiration of the Inspection Period, Purchaser shall continue to have the right prior to Closing to make on-site inspections of the Property during such inspection reasonable business hours in accordance with the terms wear and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Earnest Money thereafter shall be at risk and shall be nonrefundxxxx, except as expressly provided hereintear excepted.

Inspection of Property. Purchaser, its agents and representatives Purchaser shall have a period until forty-five (45) days after the Effective Date (the "Inspection Period") of N/A from the date hereof in which to conduct due diligence with respect to investigate and inspect the Property and conduct any and all due diligence as Purchaser may deem necessary. Seller shall cooperate with Purchaser to enter upon facilitate such investigation and make such studiesinspection, tests and/or inspections and in the event that Purchaser desires to meet with any of the tenants on the Property, including environmental inspectionsPurchaser shall first give Seller not less than two (2) days advance notice (written or oral), and then a representative of Seller shall have the opportunity to accompany Purchaser at Purchaser's sole cost such meeting. Until Closing, Purchaser and expenseany of its authorized representatives and agents shall have access onto the Land for the determination of utility availability, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoningsoil, utilityenvironmental, engineering, accessand feasibility testing, titleand other tests, geotechnicalinspections, environmental and cost issues associated with developing the Property, including obtaining any investigations deemed necessary governmental approvals or permits. In the event that Purchaser, by Purchaser in its sole discretion, determines that the Property is, for any reason whatsoever (including, including without limitation, economic reasonsexamination of all Tenant Leases, Service Contracts (as defined in Section 6.22 hereof), unsatisfactory to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred tangible personal property and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business dayintangible personal property. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall agrees to indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities all liability for injury to person or property arising out of the inspection and investigation of the Property by Purchaser or by any of the representatives or agents of Purchaser, and Purchaser shall promptly restore the Property in the event that Purchaser's exercising its right inspections and privilege investigations result in any damage to go upon the Property; provided this indemnity . At all reasonable times prior to and after the Closing Date for a period of three (3) years, Seller shall not require give Purchaser, and its counsel, accountants and representatives, full access to all books and records with respect to ownership, management and operation of the Property, shall permit them to copy the same and shall furnish Purchaser to indemnify Seller for items merely discovered with all such information concerning the same as Purchaser may reasonably request. All such information shall be kept confidential by Purchaser. Seller and Purchaser hereby agree, such as environmental matters. This indemnity shall survive notwithstanding anything to the termination of contrary contained in this Agreement. Provided , that Purchaser has not terminated shall have the unconditional and absolute right to terminate this Agreement prior by delivery of written notice to Seller given at any time before the expiration close of the Inspection Period, in which event the Deposit shall be paid to Purchaser and Purchaser shall continue deliver to have Seller all documents that Seller has previously provided to Purchaser and copies of all reports that Purchaser has obtained with respect to the right prior to Closing to make on-site inspections of the Property during reasonable business hours Property. The indemnification provided in accordance with the terms and limitations this Section 3 shall survive any termination of this Section 3.1Agreement by Purchaser as provided above. As provided in Section 2.2 above, if If Purchaser does shall not terminate this Agreement prior to the expiration of the Inspection PeriodPeriod as provided in this Section 3, the Earnest Money Deposit shall thereafter shall be at risk and shall be nonrefundxxxxnon-refundable to Purchaser, except in the event of a Seller default or as expressly provided hereinotherwise specifically set forth herein and subject to performance by Seller of all of its obligations under this Agreement.

Inspection of Property. Purchaser(a) After the execution of this Agreement by the Parties, its agents and representatives but prior to the expiration of the Due Diligence Period, Buyer shall have a period (the "Inspection Period") of N/A from the date hereof in which to conduct due diligence with respect to the Property and to enter upon and make such studies, tests and/or inspections of the Property, including environmental inspectionsright, at Purchaser's its sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence to obtain a Phase I Environmental Report (the "Environmental Report") for the Property and shall include review of all zoninghave the right, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaser, in at its sole discretioncost and expense, determines that to obtain a survey of the Real Property (the “Survey”). However, the Buyer shall not conduct or permit any invasive testing (including any Phase II investigations) to be conducted at the Property iswithout the Seller’s prior written consent, for which consent shall not be unreasonably withheld, conditioned or delayed. (b) Other than as disclosed in any reason whatsoever environmental reports provided to Buyer by Seller, if a defect is revealed on the Survey and/or in the Environmental Report which (including, without limitation, economic reasonsi) materially and adversely impairs the Buyer’s use of the Property as the Hotels are currently operated or (ii) constitutes a material violation of applicable environmental laws and (iii) that would require (in the case of (ii), unsatisfactory a remediation required by an applicable governmental authority involving) the expenditure of more than $25,000 to Purchaserremedy such defect (a “Material Defect”), Purchaser Buyer shall, by no later than the earlier of (x) the expiration of the Due Diligence Period and (y) the 10th day after the date the Buyer shall have until received the respective Survey or Environmental Report, notify Seller in writing of any Material Defect revealed by such Survey or Environmental Report and include a detailed description of such Material Defect. Seller shall notify Buyer in writing within ten (10) days after any receipt of such notice from Buyer of a Material Defect whether Seller will undertake to cure, remove or remedy each such Material Defect ("Material Defect Response"). Within five (5) days of receipt of the Material Defect Response, Buyer shall have the right, at its option, to (i) terminate this Agreement by giving written notice to Seller to such effect, or (i) accept in a written notice to Seller the undertakings of Seller contained in such Material Defect Response. If Buyer does not give written notice to Seller of a Material Defect on or before the end of the last Due Diligence Period or, if notice of a Material Defect is given, and the Buyer does not give written notice to Seller within such five (5) day period after receipt of a Material Defect Response, then Buyer shall be conclusively deemed to have accepted any defects that are or might have been reflected in the Survey and any defects relating to the environmental condition of the Inspection Period (as it may be extended) Property and to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects have waived any rights to terminate this Agreement pursuant to this Section 5.1 (b), and the preceding sentenceparties shall proceed to consummate the transaction as herein provided. (c) During the period from the date of this Agreement to the Closing Date, then Escrow Agent Seller will, during ordinary business hours and with at least twenty-four (24) hours prior notice to Seller before each and every entry onto the Property by Buyer or its agents, give Buyer and its representatives reasonable access to the Property and to all books and records of Seller relating to the operation of each Hotel and furnish Buyer with such financial data and other information in Seller’s possession concerning the Seller and its operation of each Hotel, as Buyer may from time to time reasonably request. During any entry by Buyer or its agents onto the Property, Buyer shall minimize any disturbance to Seller’s employees, guests and business operations. None of the information obtained pursuant to this Section 5.1(c) shall give the Buyer the right to terminate this Agreement except as otherwise specifically provided in Section 5.1(b). In connection with any entry by Buyer or its agents, employees, consultants or representatives onto the Property to conduct any inspection, review or testing (collectively, the “Inspections”), any such Inspections shall be subject to all of the following: (i) All inspections, reports, surveys and studies (the “Inspection Documents”) shall be performed at Buyer’s sole cost and expense; provided, however, that Buyer shall promptly deliver cause a copy of all relevant Inspection Documents to be delivered to Seller (x) simultaneously with Buyer giving notice of a Title Objection pursuant to Section 3.1(b) or a Material Defect pursuant to Section 5.1(b) or (y) simultaneously with a claim for indemnification pursuant to Section 5.5(b)(iii). (ii) Buyer and/or its contractors and agents shall maintain liability insurance coverage for its employees, agents and representatives inspecting the Property or conducting testing in an amount not less than One Hundred and No/ 100 Million Dollars ($100.001,000,000.00) per occurrence and workmen’s compensation insurance coverage as required by law, and prior to entering onto the Property provide Seller from with a certificate evidencing same (or the Earnest Money renewal thereof), which shall name Seller as an additional insured. (iii) Buyer agrees to keep the Property free and Purchaser clear of any liens, which may arise as a result of any such Inspections, which covenant shall survive Closing or any termination of this Agreement. (iv) Buyer shall restore promptly deliver any physical damage caused by the Inspections to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect substantially the condition which existed prior to the Property Inspections, which covenant shall survive Closing or any termination of this Agreement. (which deliveries and payment Seller acknowledges and v) Buyer hereby agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser andindemnify, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller and its employees, agents and representatives harmless from any liensand against all loss, cost, liability, lien, damage, expense (including reasonable attorney’s fees and costs), injury, claims, losses and liabilities arising out causes of Purchaser's exercising action, which are sustained, suffered or incurred against or by Seller, its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered agents, employees or representatives caused by Purchaser, such as environmental mattersBuyer or its agents in connection with any Inspections. This indemnity shall survive the Closing or any termination of this Agreement. Provided that Purchaser has not terminated this Agreement prior . (d) Without limiting the provisions in Section 5.1, during the Due Diligence Period, Seller shall provide Buyer with copies of its existing “as-built” ATLA survey, its vesting deed to the expiration of Property, its existing owners title policy and any existing Phase-I or Phase-II environmental reports; provided that the Inspection Period, Purchaser shall continue to have the right prior to Closing to make on-site inspections of the Property during reasonable business hours same exist and are in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Earnest Money thereafter shall be at risk and shall be nonrefundxxxx, except as expressly provided hereinSeller’s or MMI’s possession or direct control.

Inspection of Property. PurchaserDuring the Inspection Period, its agents and representatives Buyer shall have a period (the "Inspection Period") right, subject to the rights of N/A from the date hereof tenants in which possession, to conduct due diligence with respect to the Property and to enter upon and make such studies, tests and/or additional examinations or inspections of the Property, including environmental inspections, at Purchaser's sole cost and expense, physical condition of the Property as Purchaser Buyer deems necessary or appropriate. Such due diligence shall include review , provided that, except for a limited asbestos survey, Buyer may not conduct any invasive or destructive testing without the prior written consent of all zoningSeller, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals which consent may be granted or permitswithheld in Seller’s sole discretion. In the event that Purchaserpermission for invasive or destructive testing is granted, in its sole discretion, determines that Buyer shall return the Property isto substantially the same condition as existed immediately prior to such testing, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity obligation shall survive the termination of this Agreement. Provided that Purchaser has Buyer shall take no action during its inspection of the Property which would violate any federal, state, municipal or other governmental laws, codes or requirements or interfere with the rights of any tenant of the Property. Buyer agrees that, in making any inspections of, or conducting any testing of, on or under the Property, Buyer and each of Buyer’s agents will carry not terminated this Agreement less than Five Million Dollars ($5,000,000.00) comprehensive general liability insurance with contractual liability endorsement which insures Buyer’s indemnity obligations hereunder, and, prior to entry on the Property, will provide Seller with a certificate of insurance naming Seller as an additional insured. BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER FREE AND HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES, CLAIMS, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES ARISING FROM OR IN ANY WAY RELATED TO SUCH PHYSICAL INSPECTIONS AND ANY FURTHER INSPECTIONS BUYER OR ANY OF ITS AGENTS OR REPRESENTATIVES MAY CONDUCT UPON THE PROPERTY PRIOR TO THE CLOSING. Subject to the rights of tenants in possession, Buyer shall have the right to enter the Property during Seller’s normal business hours at any time prior to Closing with seventy-two (72) hours advance written notice delivered to Seller. Notwithstanding anything to the contrary in this Agreement, this indemnification shall survive the Closing or any termination of this Agreement. Except with respect to Material Damage described in Section 7.1 below or a condemnation event as provided in Section 7.4 below, after the expiration of the Inspection Period, Purchaser Period Buyer shall continue have no right to have disapprove of the right prior to Closing to make on-site inspections physical condition of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not or to terminate this Agreement prior to based on the expiration physical condition of the Inspection Period, the Earnest Money thereafter shall be at risk and shall be nonrefundxxxx, except as expressly provided hereinProperty.

Inspection of Property. PurchaserAt all times prior to Closing, its agents and representatives Purchaser shall have a period the right to perform soil tests, environmental tests and any other investigations (the collectively "Inspection PeriodInvestigations") in respect of N/A from the date hereof in which to conduct due diligence with respect to the Property and to enter upon and make such studies, tests and/or inspections of the Property, including environmental inspections, at Purchaser's sole cost and expense, as that Purchaser deems necessary or appropriatedesirable. Such due diligence shall include review Purchaser agrees to begin its Investigations promptly and to diligently pursue same to completion. Subject to paragraph (d) of all zoningthis Section 10 below, utilityif, engineeringwithin thirty-five (35) days after the Effective Date, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals or permits. In Investigations show the event that Purchaser, in its sole discretion, determines that existence of a condition at the Property is, for any reason whatsoever which has a material and adverse effect on the Property (including, without limitation, economic reasonsthe "Material and Adverse Condition"), unsatisfactory to Purchaser, then Purchaser shall have until the right to terminate this Contract by delivering (within such 35-day period) written notice thereof to Seller which also sets forth the Material and Adverse Condition. Purchaser agrees to deliver such notice to Seller promptly after it learns of a Material and Adverse Condition. In lieu of termination, Purchaser may request Seller to cure the Material and Adverse Condition, in which event Seller shall have the right, but not the obligation, to take such actions within the next thirty (30) days as are necessary to cure the Material and Adverse Condition. If such 30-day period would end after the initially scheduled Closing Date determined pursuant to the first sentence of Section 15(a) and Seller elects to cure the Material and Adverse Condition(s), Seller shall have the right to extend such initially scheduled Closing Date by the number of days from the first day following the initially scheduled Closing Date to and including the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreementsuch 30-day period. If Purchaser Seller elects not to terminate this Agreement pursuant cure all such Material and Adverse Condition(s) or is unable to cure such Material and Adverse Condition(s) within the preceding sentence30-day period or after having commenced curative action, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of ceases such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement action prior to the expiration of the Inspection Period30-day period, then (i) Seller shall not be in default hereunder on account thereof and (ii) Purchaser may either (a) elect to terminate this Contract by delivering written notice thereof to Seller within seven (7) days after the earlier to occur of the expiration of such 30-day period or Purchaser's receipt of Seller's notice of its election not to cure or its decision to cease curative actions, or (b) proceed to Closing. If Purchaser so elects to terminate this Contract, then (a) the Xxxxxxx Money shall be returned promptly to Purchaser, and (b) Purchaser and Seller shall be relieved of any further obligations under this Contract, save and except for those obligations and liabilities which expressly survive the termination of this Contract. If Purchaser (i) fails to send a termination notice or a notice requesting Seller to cure a Material Adverse Condition within the 35-day period required above or (ii) Purchaser does not elect to terminate this Contract within the seven-day period permitted above, then (x) except for the environmental conditions which permit Purchaser to terminate this Contract (absent the timely cure thereof) under paragraph (e) of this Section, Purchaser shall continue be deemed to have the right prior to Closing to make on-site inspections accepted all Material and Adverse Conditions in respect of the Property during reasonable business hours Property, (y) Seller shall have no liability to Purchaser in accordance with the terms respect of any Material and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior Adverse Conditions relating to the expiration of the Inspection PeriodProperty, the Earnest Money thereafter and (z) Purchaser shall be at risk and shall be nonrefundxxxx, except as expressly provided hereinhave waived its termination rights under this paragraph.

Inspection of Property. PurchaserSubject in all cases to the provisions of the Section hereof entitled “Entry onto Property,” from the Effective Date until the Acceptance Date (“Inspection Period”), its agents and representatives Buyer shall have a period the right to conduct, at its own expense, an inspection of the Property to do the following: (a) At its election and cost, determine zoning and financial aspects of the "Inspection Period"Property, investigate and review all entitlements, approvals, regulations, and or other governmental or quasi-governmental matters affecting the Property, including without limitation, the review and approval of all entitlement costs, the review of all laws, ordinances, rules, regulations, resolutions, and policies of any governmental authority having jurisdiction over the Property concerning its development, construction, alteration, or use, including compliance with the Americans with Disabilities Act of 1990, enter upon the Property for purposes of examining its terrain, access thereto and physical condition, conducting environmental and other studies, doing engineering work, conducting site analyses and making any test or inspection Buyer may deem necessary related to the Property. Buyer’s inspection rights shall be subject to the rights of the Tenant and Buyer agrees that it will not unreasonably interfere with the Tenant or any contractors on the Property. No invasive testing shall be conducted without Sellers’ prior approval. (b) Upon request, Buyer may have access to copies and/or originals of N/A from the date hereof following which Sellers have in their possession relating to the Property: (i) Tenant Leases, (ii) utility bills for the preceding twelve (12) months, (iii) invoices, and (iv) any material correspondence with tenant over the preceding twelve (12) months. Sellers shall promptly deliver to Buyer, or make available to Buyer at the Property, copies of the following which Sellers have in their possession relating to conduct due diligence the Property: (i) copies of the quarterly income and expense statements for the Property for the most recent two (2) calendar years and the partial current year, (ii) annual financial statements for the most recent three (3) years, certified by an officer of Sellers, (iii) the real property tax assessment and tax bills with respect to the Property for the past three (3) years, (iv) all available warranties and guarantees, (v) licenses, approvals, entitlements, and permits relating to enter upon the development and make such studies, tests and/or inspections operation of the Property, (vi) geological and engineering studies and soils reports, if any, (vii) third-party maintenance reports, if any, (viii) all vendor service contracts, including environmental inspectionsany and all amendments thereto and related correspondence, at Purchaser's sole cost (ix) all other contracts, and expenseany amendments thereto, as Purchaser deems necessary or appropriate. Such due diligence shall include review (x) plans and specifications, (xi) any notices of all zoningviolations of law received by Sellers over the past three (3) years, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing (xii) the standard form lease for the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaserif any, in its sole discretion, determines that the Property is, for any reason whatsoever and (including, without limitation, economic reasons), unsatisfactory xiii) all third-party environmental studies and reports (all documents referred to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement Subsection (b) shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for referred to herein as the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement prior to the expiration of the Inspection Period, Purchaser shall continue to have the right prior to Closing to make on-site inspections of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Earnest Money thereafter shall be at risk and shall be nonrefundxxxx, except as expressly provided herein“Due Diligence Documents”).

Inspection of Property. PurchaserBuyer may, its agents at Buyer's sole cost and representatives shall have a period ---------------------- risk, inspect the physical condition and operations of the Property on or before close of business on September 15, 1997 (the "Inspection Contingency Period"). During the Contingency Period Buyer and its agents, employees, contractors and consultants (collectively "Buyer's Representatives") of N/A from the date hereof in which to conduct due diligence with respect to the Property and to enter upon and make such studies, tests and/or inspections of the Property, including environmental inspectionsshall, at Purchaser's their sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoningconduct and approve such environmental, utilitygeological, engineeringfeasibility, accessengineering and other tests, surveys, title, geotechnical, environmental appraisals and cost issues associated with developing the Property, including obtaining any all other inspections and investigations they deem necessary governmental approvals or permitsin their sole and complete discretion (collectively "Buyer's Studies"). In the event that Purchaser, in its sole discretion, determines that the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory Buyer hereby gives notice to Purchaser, Purchaser shall have until the end Seller of the last day Buyer's approval of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this AgreementBuyer's Studies. If Purchaser elects Escrow has been opened by such date, Buyer shall also provide Escrow Holder with notice of any approvals together with irrevocable written instructions to terminate this Agreement pursuant release the Initial Deposit to the preceding sentence, then Seller. If Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement prior to been opened by the expiration of the Inspection Contingency Period, Purchaser then Buyer's approval of Buyer's Studies shall continue to have the right prior to Closing to make on-site inspections be accompanied by (and shall not be effective unless and until Seller receives) payment of the Initial Deposit in immediately available funds. Buyer's failure to disapprove of Buyer's Studies shall be deemed an approval thereof. If Buyer disapproves Buyer's Studies the Escrow shall terminate and Buyer shall receive a return of the Initial Deposit and any other funds paid on account of the Purchase Price, in which event neither party will have any further obligation or liability regarding the acquisition of the Property. The Closing Date and the Outside Closing Date shall be further extended for the period of any delay in Seller's performance of the Lot Line Adjustment (as defined below) due to Buyer's entry onto the Property during reasonable business hours in accordance with the terms and limitations of pursuant to this Section 3.13.1.2. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Earnest Money thereafter shall be at risk and shall be nonrefundxxxx, except as expressly provided herein.-----

Inspection of Property. PurchaserBuyer may, its agents at Buyer's sole cost and representatives shall have a period ---------------------- risk, inspect the physical condition and operations of the Property on or before close of business on September 15, 1997 (the "Inspection Contingency Period"). During the Contingency Period Buyer and its agents, employees, contractors and consultants (collectively "Buyer's Representatives") of N/A from the date hereof in which to conduct due diligence with respect to the Property and to enter upon and make such studies, tests and/or inspections of the Property, including environmental inspectionsshall, at Purchaser's their sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoningconduct and approve such environmental, utilitygeological, engineeringfeasibility, accessengineering and other tests, surveys, title, geotechnical, environmental appraisals and cost issues associated with developing the Property, including obtaining any all other inspections and investigations they deem necessary governmental approvals or permitsin their sole and complete discretion (collectively "Buyer's Studies"). In the event that Purchaser, in its sole discretion, determines that the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory Buyer hereby gives notice to Purchaser, Purchaser shall have until the end Seller of the last day Xxxxx's approval of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this AgreementXxxxx's Studies. If Purchaser elects Escrow has been opened by such date, Buyer shall also provide Escrow Holder with notice of any approvals together with irrevocable written instructions to terminate this Agreement pursuant release the Initial Deposit to the preceding sentence, then Seller. If Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement prior to been opened by the expiration of the Inspection Contingency Period, Purchaser then Xxxxx's approval of Xxxxx's Studies shall continue to have the right prior to Closing to make on-site inspections be accompanied by (and shall not be effective unless and until Seller receives) payment of the Initial Deposit in immediately available funds. Xxxxx's failure to disapprove of Xxxxx's Studies shall be deemed an approval thereof. If Xxxxx disapproves Buyer's Studies the Escrow shall terminate and Buyer shall receive a return of the Initial Deposit and any other funds paid on account of the Purchase Price, in which event neither party will have any further obligation or liability regarding the acquisition of the Property. The Closing Date and the Outside Closing Date shall be further extended for the period of any delay in Seller's performance of the Lot Line Adjustment (as defined below) due to Buyer's entry onto the Property during reasonable business hours in accordance with the terms and limitations of pursuant to this Section 3.13.1.2. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Earnest Money thereafter shall be at risk and shall be nonrefundxxxx, except as expressly provided herein.-----

Inspection of Property. Purchaser3.1 As used in this Agreement, its agents and representatives shall have a period (the term "Inspection Period") " shall mean the time period during which Purchaser may conduct its inspection of N/A from the date hereof in Property pursuant to this Agreement and which to conduct due diligence time period commenced on May 7, 2015 and shall expire with respect to the Property and to enter upon and make such studies, tests and/or all inspections of the Property, including environmental inspections, at Purchaser's sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoning, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaser, in its sole discretion, determines that the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions Phase II Environmental Inspection (as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturdayhereinafter defined), Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination execution of this Agreement. Provided that As used in this Agreement, the term "Phase II Environmental Inspection Period" shall mean the time period during which Purchaser has not terminated may conduct its Phase II Environmental inspection (as hereinafter defined) of the Property pursuant to this Agreement prior and which time period commenced on the Effective Date and shall expire at 5:00 p.m. E.S.T. thirty (30) days thereafter. Purchaser hereby acknowledges receipt of all documents listed on Exhibit l. Seller shall make available to Purchaser such additional documents related to the expiration of Property as reasonably requested by Purchaser during the Inspection Period. During the Inspection Period, Purchaser shall continue to have the right prior to Closing enter the Property to make on-site undertake, at its sole cost and expense, site, engineering, appraisal, environmental and such other inspection analyses and studies of the Property, and Purchaser shall have the right to review the Leases, operating expenses and other documents relating to the Property and to take such other actions as Purchaser deems necessary to satisfy itself that it wishes to proceed with the purchase of the Property upon the terms and conditions set forth in this Agreement (all of such inspections and actions are collectively referred to herein as the "Inspections"). Purchaser shall not interfere with the operation of the Property during reasonable business hours in accordance with its investigation and Purchaser shall respect the rights of the tenants under the Leases during its investigation. Purchaser may conduct a Phase II Environmental Inspection upon the terms and limitations of this Section 3.1. As provided conditions set forth in Section 2.2 above3.2 below. Purchaser will not initiate contact with State or Federal environmental agencies, if except through Seller, provided Seller hereby acknowledges and agrees that Purchaser may conduct a Phase I environmental audit of the Property. Such investigations may be conducted by Purchaser or any designee of Purchaser, including, without limitation, engineers, accountants, architects and Purchaser's employees, during normal business hours and upon reasonable prior notice to Seller or its designated agents, so long as Purchaser does not terminate this Agreement prior to interfere with the expiration tenants' use of the Inspection PeriodProperty. If the sale does not close for any reason whatsoever, then Purchaser shall return to Seller all materials provided to Purchaser by Seller and Purchaser shall destroy all inspection reports and studies of the Earnest Money thereafter Property conducted by Purchaser; provided, however, if Seller desires to retain an inspection report or study of the Property conducted by Purchaser, Purchaser shall be at risk and shall be nonrefundxxxx, except as expressly provided hereinprovide Seller with a copy of same upon a request by Seller.

Inspection of Property. PurchaserWithin five (5) days after the Effective Date, its agents Seller shall deliver to Purchaser each of the documents and representatives shall have a period other information listed on Exhibit B attached hereto to the extent in Landlord's actual possession ("Due Diligence Documents"): (a) most recent title insurance policy, (b) most recent survey, (c) most recent environmental reports, (d) copies of any existing casement documents, and (e) copies of most recent property tax records. Subject to the terms of Section 6.2 and 6.4, commencing on the Effective Date and continuing until the date that is fifteen (15) business days after the Effective Date (the "Inspection Period"), Purchaser and its agents, contractors and representatives shall have the right, upon at least 24 hours' prior notice (telephonic or electronic mail) of N/A from the date hereof in which to conduct due diligence with respect Seller, to enter onto the Property and to enter upon and make such for purposes of conducting surveys, non-invasive soil tests, equipment studies, non-invasive engineering tests and/or and such other non-invasive tests, investigations, studies, and inspections of the Property, including environmental inspections, at Purchaser's sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoning, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing desirable to evaluate the Property, including obtaining any necessary governmental approvals or permitsprovided that all such tests, investigations, studies, and inspections shall be conducted at Purchaser's sole expense. In During the event that PurchaserInspection Period, if Purchaser deems, in its sole and absolute discretion, determines that to cease the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory to Purchasertransaction, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify provide Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out notice of Purchaser's exercising its right and privilege intent to go upon terminate (the Property; provided this indemnity shall not require Purchaser “Purchaser's Notice to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement Terminate”) prior to the expiration of the Inspection Period, . If Purchaser shall continue fails to have give to Seller the right prior Purchaser's Notice to Closing Terminate pursuant to make on-site inspections of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to 3.4.1 on or before the expiration last day of the Inspection Period, the Earnest Money thereafter Purchaser shall conclusively be at risk and shall be nonrefundxxxxdeemed to have elected to continue this Agreement and, except as expressly provided otherwise set forth herein, Purchaser will be deemed to have waived its right to terminate this Agreement and the Deposit will be become non-refundable to Purchaser (except as otherwise set forth herein), but shall be applied to the Purchase Price at Closing. In the event Purchaser timely delivers the Purchaser's Notice to Terminate to Seller, Escrow Agent shall immediately refund to Purchaser the Deposit and any accrued interest thereon, with no further instruction from Purchaser or Seller, and upon receipt of such funds, Purchaser and Seller shall have no further liability or obligations under this Agreement.

Inspection of Property. Purchaser, its agents and representatives shall have a period (the "Inspection Period") of N/A from the date hereof in which to conduct due diligence with respect to the Property and to enter upon and make such studies, tests and/or inspections of the Property, including environmental inspections, at Purchaser's sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoning, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaser, in its sole discretion, determines that the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 No/100 Dollars ($100.00) to Seller from the Earnest Exxxxxx Money and Purchaser shall promptly deliver to Seller copiex xx xxy copies of any and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Exxxxxx Money and any interest thereon to Purchaser and, upon XxxxxxSeller's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Exxxxxx Money, this Agreement shall be terminated and neither Purxxxxxx Purchaser nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement prior to the expiration of the Inspection Period, Purchaser shall continue to have the right prior to Closing to make on-site inspections of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Earnest Exxxxxx Money thereafter shall be at risk and shall be nonrefundxxxxnonrefundable, except as expressly provided herein.

Inspection of Property. PurchaserPurchaser will have until 5:00 p.m., its agents and representatives shall have a period (the "Inspection Period") of N/A from Mountain Time, on the date hereof in which to conduct due diligence with respect to that is 90 days after the Property and to enter upon and make such studies, tests and/or inspections of the Property, including environmental inspections, at Purchaser's sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoning, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaser, in its sole discretion, determines that the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period Effective Date (as it may be extended, as set forth below, the “Inspection Period”), to investigate and evaluate the Property, the zoning and other governmental limitations applicable to the Property, Seller’s Deliveries and all other documents and/or information provided to Purchaser pursuant to Article II, and any other aspects or characteristics of the Property which may affect its acquisition, ownership, development, usage, operation, marketability or economic viability. Such right of investigation will include, without limitation, the right to enter the Property upon two Business Days prior written notice and have made, at Purchaser’s expense, any studies, inspections or plans of the Property as Purchaser may deem necessary or appropriate, including environmental studies and/or flood plain studies. Seller agrees to cooperate reasonably with any such investigations, inspections or studies made by or at Purchaser’s direction so long as such cooperation is at no expense to Seller. Seller agrees that, during the Inspection Period, Purchaser will have access at all reasonable times upon reasonable prior notice to Seller’s books and records concerning the Property, and will be permitted to make copies of such books and records at Purchaser’s expense. In addition, during the pendency of this Agreement, Purchaser will have the right to place Purchaser’s brokerage and marketing signs on the Property. Purchaser will indemnify, defend and hold Seller harmless from any expenses, damages and liabilities, including reasonable attorneys’ fees that Seller may suffer or incur arising out of any claims for property damage, personal injury or claims from materialmen, or laborers which arise from Purchaser’s investigations under this Section 3.1. The indemnity set forth above, however, shall not apply to liens, claims, demands, injuries, damages, costs, expenses (including also reasonable attorney’s fees) or liability to notify Seller in writing that the extent caused by or resulting from (a) Seller’s acts or omissions, (b) the presence on the Property of latent defects not created or exacerbated by Purchaser, or (c) the presence on the Property of Hazardous Materials (as defined below) not placed there or exacerbated by Purchaser. For purposes of this Agreement, Purchaser has elected shall not be deemed to terminate have exacerbated any latent defects or Hazardous Materials on the Property simply by discovering the latent defect or the presence of Hazardous Materials through normal and customary inspections, studies, tests and‌ other work, including but not limited to soils tests. The provisions of this Section shall survive the Closing or termination of this Agreement. If Purchaser elects to terminate Notwithstanding anything contained in this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holidaycontrary, the Inspection Period shall be extended until one day for each and every day that Seller fails to deliver to Purchaser the next business daySeller’s Deliveries as and when required by Article II. Purchaser shall pay all costs incurred Notwithstanding anything contained in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement to the contrary, if and to the extent the park land dedication requirements as part of the Approvals (as defined below) have not been determined on or prior to the expiration of the Inspection Period, Purchaser shall continue to have the right prior to Closing to make on-site inspections of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to the expiration of then the Inspection Period, the Earnest Money thereafter Period shall be at risk extended one day for each and shall be nonrefundxxxx, except as expressly provided hereinevery day until the park land dedication requirements are determined.

Inspection of Property. Purchaser, its agents and representatives shall have a During the period (the "“Inspection Period"”) from and after the Effective Date of N/A from this Agreement through and including the date hereof in which to conduct due diligence with respect to is 90 days following the Property and to enter upon and make such studiesEffective Date, tests and/or inspections of hereof, Buyer shall have the Propertyright, including environmental inspectionsbut not the obligation, at Purchaser's Buyer’s sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoningto make such investigations, utilitysurveys, engineeringarchitectural and engineering studies, access, title, geotechnicalsoil borings, environmental studies, traffic studies, flood studies and cost issues associated with developing the Propertyother examinations, including obtaining any necessary governmental approvals or permits. In the event that Purchaser, in its sole discretion, determines that the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reportsinvestigations and inspections of and concerning the Property (collectively the “Inspections”) as Buyer may deem appropriate in Buyer’s sole discretion. Buyer and its agents, title examinationsemployees and independent contractors shall have the right to enter upon the Property for the purpose of performing the Inspections, surveys provided said Inspections shall not in any way damage the Property, cause injury to any person, cause damage to any adjacent real property or similar material that Purchaser has had prepared interfere with respect the operations of the lessors of the Property pursuant to the leases listed in Exhibit “B”. Buyer shall at all times indemnify, save harmless and defend Seller from and against any and all claims, liabilities, loss, costs, damage and expenses (including reasonable attorneys’ fees at or before the trial level and in any appellate proceeding) which Seller may suffer, sustain or incur by reason of the exercise of the right to make and conduct the Inspections, including any damage to the Property (which deliveries or to any person or other land, and payment Seller acknowledges and agrees constitute adequate consideration for including the rights granted filing of any mechanics’ or other lien or liens against the Property. This duty of Buyer to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser andindemnify, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold harmless the Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the closing or earlier termination of this Agreement. Provided that Purchaser has not terminated this Agreement Buyer may at any time prior to the expiration of the Inspection Period, Purchaser shall continue to have the right prior to Closing to make on-site inspections of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not Period terminate this Agreement prior for any reason whatsoever, in Buyer’s absolute and sole discretion, by written notice to Seller and, subject to Subsection 8(c), upon such timely termination, the First Xxxxxxx Money Deposit shall be returned to Buyer, whereupon all parties hereto shall be released from further liability hereunder except with respect to the indemnification provisions of this Agreement, which shall survive the termination of this Agreement for a period of one year. In the event Buyer fails to terminate this Agreement by written notice to the Seller on or before the expiration of the Inspection Period, Buyer shall deliver to the Escrow Agent, within three (3) business days following the expiration of the Inspection Period, the Earnest Second Xxxxxxx Money thereafter Deposit referred to in Subsection 3(b) above, and the parties hereto shall proceed to closing the transaction. Buyer agrees that it is not relying on Seller’s current property taxes as the amount of property taxes that the Buyer may be at risk and shall be nonrefundxxxx, except obligated to pay in the year subsequent to purchase as expressly provided hereina change in ownership or property improvements trigger reassessments of the Property that could result in higher property taxes.

Inspection of Property. PurchaserSubject in all cases to the provisions of the Section hereof entitled “Entry onto Property,” from the Effective Date until the Acceptance Date (“Inspection Period”), its agents and representatives Buyer shall have a period the right to conduct, at its own expense, an inspection of the Property to do the following: (a) At its election and cost, determine zoning and financial aspects of the "Inspection Period"Property, investigate and review all entitlements, approvals, regulations, and or other governmental or quasi-governmental matters affecting the Property, including without limitation, the review and approval of all entitlement costs, the review of all laws, ordinances, rules, regulations, resolutions, and policies of any governmental authority having jurisdiction over the Property concerning its development, construction, alteration, or use, including compliance with the Americans with Disabilities Act of 1990, enter upon the Property for purposes of examining its terrain, access thereto and physical condition, conducting environmental and other studies, doing engineering work, conducting site analyses and making any test or inspection Buyer may deem necessary related to the Property. Buyer’s inspection rights shall be subject to the rights of the Tenant and Buyer agrees that it will not unreasonably interfere with the Tenant or any contractors on the Property. No invasive testing shall be conducted without Seller’s prior approval. (b) Upon request, Buyer may have access to copies and/or originals of N/A from the date hereof following which Seller has in its possession relating to the Property: (i) Tenant Leases, (ii) utility bills for the preceding twelve (12) months, (iii) invoices, and (iv) any material correspondence with tenant over the preceding twelve (12) months. Seller shall promptly deliver to Buyer, or make available to Buyer at the Property, copies of the following which Seller has in its possession relating to conduct due diligence the Property: (i) copies of the quarterly income and expense statements for the Property for the most recent two (2) calendar years and the partial current year, (ii) annual financial statements for the most recent three (3) years, certified by an officer of Seller, (iii) the real property tax assessment and tax bills with respect to the Property for the past three (3) years, (iv) all available warranties and guarantees, (v) licenses, approvals, entitlements, and permits relating to enter upon the development and make such studies, tests and/or inspections operation of the Property, (vi) geological and engineering studies and soils reports, if any, (vii) third-party maintenance reports, if any, (viii) all vendor service contracts, including environmental inspectionsany and all amendments thereto and related correspondence, at Purchaser's sole cost (ix) all other contracts, and expenseany amendments thereto, as Purchaser deems necessary or appropriate. Such due diligence shall include review (x) plans and specifications, (xi) any notices of all zoningviolations of law received by Seller over the past three (3) years, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing (xii) the standard form lease for the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaserif any, in its sole discretion, determines that the Property is, for any reason whatsoever and (including, without limitation, economic reasons), unsatisfactory xiii) all third-party environmental studies and reports (all documents referred to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement Subsection (b) shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for referred to herein as the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement prior to the expiration of the Inspection Period, Purchaser shall continue to have the right prior to Closing to make on-site inspections of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, the Earnest Money thereafter shall be at risk and shall be nonrefundxxxx, except as expressly provided herein“Due Diligence Documents”).

Inspection of Property. Purchaser, its agents From the Effective Date of this Agreement and representatives shall have continuing thereafter for a period of fifteen (15) days (the "Inspection Due Diligence Period") of N/A from the date hereof in which to conduct due diligence with respect ), Seller shall permit and, to the Property and extent reasonably required by Buyer (but at no cost or expense to enter upon and make such studiesSeller), tests and/or inspections assist Buyer in the making of (a) a complete physical inspection of the Property, and (b) investigations of all financial data, records, insurance policies, utility bills, tax bills, Leases, contracts, Service Contracts and all documents or papers (including environmental inspectionscopies of recorded plats of the Property and copies of building plans for the improvements thereon) in the possession of Seller, its agents or other parties pertaining to the ownership, condition and operation of the Property. The costs and expenses of Buyer's review shall be borne solely by Buyer. If, at Purchaser's sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoning, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaser, in its sole discretion, determines that the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement time prior to the expiration of the Inspection Due Diligence Period, Purchaser shall continue Buyer, in its sole and absolute discretion, determines that it is unwilling to have the right prior proceed with this transaction for any reason whatsoever, then Buyer, at its sole discretion and upon written notice to Closing to make on-site inspections of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to Seller on or before the expiration of the Inspection Due Diligence Period, may terminate this Agreement, whereupon the Earnest Money thereafter Escrow Agent shall return the Deposit and all interest earned thereon, but not the Non-refundable Deposit, to Buyer, and this Agreement shall become null and void, without further liability of either party to the other, except as otherwise expressly set forth herein. Seller shall retain the Non-refundable Deposit. If Buyer fails to notify Seller of its termination of this Agreement as set forth above, then Buyer shall be at risk deemed to have waived its right of termination under this paragraph, in which event Buyer shall accept title to the Property in its then "as-is" and "where-is" condition, subject to the representations and warranties of Seller expressly set forth herein. All information furnished by Seller to Buyer in accordance with this Agreement or obtained by Buyer in the course of its review or Closing preparation shall be treated as confidential information by Buyer and shall be nonrefundxxxxreturned to Seller. In addition, except until the Closing has been consummated, Buyer will not, without Seller's written consent, disclose or discuss with any employee of Seller, or any other member of the staff of the Hotel, any of the following: (i) this Agreement or any of the terms hereof, (ii) the transaction contemplated by this Agreement, or (iii) any aspect of the Hotel's operations or finances. Furthermore, copies of all reports, engineering studies, analyses and other documents and information resulting from investigations under this paragraph by Buyer, or any of its employees, agents or representatives, also shall be treated as expressly provided hereinconfidential information by Buyer (although Buyer need not deliver copies of the same to Seller). Buyer shall maintain a policy of comprehensive general liability insurance in order to insure against any damage, claim, loss or injury which Buyer, or any of its employees, agents or representatives, may cause in conducting such studies, analyses or investigations, which policy shall name Seller as an additional insured thereunder. Buyer shall defend, indemnify and hold Seller harmless from and against any liabilities, claims, demands or actions incident to, resulting from, or in any way arising out of, such test, inspection or entry by or on behalf of Buyer onto the Property. The foregoing indemnity shall survive the Closing and not be merged therein. Buyer's feasibility study shall include all steps necessary to determine whether substances regarded as hazardous by any applicable law, solid wastes, or other substances known or suspected to pose a threat to health or the environment (collectively, "Hazardous Substances") have been disposed of or otherwise released on or to the Property or exist on or within any portion of the Property. Buyer's failure to indicate disapproval based on such feasibility study shall relieve Seller of any liability to Buyer as a result of any environmental hazard on or to the Property subsequently discovered.

Inspection of Property. Purchaser, its agents From the Effective Date of this Agreement and representatives shall have continuing thereafter for a period of fifteen (15) days (the "Inspection Due Diligence Period") of N/A from the date hereof in which to conduct due diligence with respect ), Seller shall permit and, to the Property and extent reasonably required by Buyer (but at no cost or expenses to enter upon and make such studiesSeller), tests and/or inspections assist Buyer in the making of (a) a complete physical inspection of the Property, and (b) investigations of all financial data, records, insurance policies, utility bills, tax bills, Leases, contracts, Service Contracts and all documents or papers (including environmental inspectionscopies of recorded plats of the Property and copies of building plans for the improvements thereon) in the possession of Seller, its agents or other parties pertaining to the ownership, condition and operation of the Property. The costs and expenses of Buyer's review shall be borne solely by Buyer. If, at Purchaser's sole cost and expense, as Purchaser deems necessary or appropriate. Such due diligence shall include review of all zoning, utility, engineering, access, title, geotechnical, environmental and cost issues associated with developing the Property, including obtaining any necessary governmental approvals or permits. In the event that Purchaser, in its sole discretion, determines that the Property is, for any reason whatsoever (including, without limitation, economic reasons), unsatisfactory to Purchaser, Purchaser shall have until the end of the last day of the Inspection Period (as it may be extended) to notify Seller in writing that Purchaser has elected to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, then Escrow Agent shall promptly deliver One Hundred and No/ 100 Dollars ($100.00) to Seller from the Earnest Money and Purchaser shall promptly deliver to Seller copiex xx xxy and all studies, tests, reports, title examinations, surveys or similar material that Purchaser has had prepared with respect to the Property (which deliveries and payment Seller acknowledges and agrees constitute adequate consideration for the rights granted to Purchaser under this Agreement through the Inspection Period). Escrow Agent shall deliver the balance of the Earnest Money and any interest thereon to Purchaser and, upon Xxxxxx's receipt of such deliveries and payment and Purchaser's receipt of the balance of the Earnest Money, this Agreement shall be terminated and neither Purxxxxxx nor Seller shall have any further rights or obligations hereunder, except for the survival of certain provisions as expressly provided for herein. In the event the final day of the Inspection Period falls on a Saturday, Sunday or holiday, the Inspection Period shall be extended until the next business day. Purchaser shall pay all costs incurred in making such studies, tests and/or inspections and shall indemnify Seller against and defend and hold Seller harmless from any liens, claims, losses and liabilities arising out of Purchaser's exercising its right and privilege to go upon the Property; provided this indemnity shall not require Purchaser to indemnify Seller for items merely discovered by Purchaser, such as environmental matters. This indemnity shall survive the termination of this Agreement. Provided that Purchaser has not terminated this Agreement time prior to the expiration of the Inspection Due Diligence Period, Purchaser shall continue Buyer, in its sole and absolute discretion, determines that it is unwilling to have the right prior proceed with this transaction for any reason whatsoever, then Buyer, at its sole discretion and upon written notice to Closing to make on-site inspections of the Property during reasonable business hours in accordance with the terms and limitations of this Section 3.1. As provided in Section 2.2 above, if Purchaser does not terminate this Agreement prior to Seller on or before the expiration of the Inspection Due Diligence Period, may terminate this Agreement, whereupon the Earnest Money thereafter Escrow Agent shall return the Deposit and all interest earned thereon, but not the Non-refundable Deposit, to Buyer, and this Agreement shall become null and void, without further liability of either party to the other, except as otherwise expressly set forth herein. Seller shall retain the Non-refundable Deposit. If Buyer fails to notify Seller of its termination of this Agreement as set forth above, then Buyer shall be at risk deemed to have waived its right of termination under this paragraph, in which event Buyer shall accept title to the Property in its then "as-is" and "where-is" condition, subject to the representations and warranties of Seller expressly set forth herein. All information furnished by Seller to Buyer in accordance with this Agreement or obtained by Buyer in the course of its review or Closing preparation shall be treated as confidential information by Buyer and shall be nonrefundxxxxreturned to Seller. In addition, except until the Closing has been consummated, Buyer will not, without Seller's written consent, disclose or discuss with any employee of Seller, or any other member of the staff of the Hotel, any of the following: (i) this Agreement or any of the terms hereof, (ii) the transaction contemplated by this Agreement, or (iii) any aspect of the Hotel's operations or finances. Furthermore, copies of all reports, engineering studies, analyses and other documents and information resulting from investigations under this paragraph by Buyer, or any of its employees, agents or representatives, also shall be treated as expressly provided hereinconfidential information by Buyer (although Buyer need not deliver copies of the same to Seller). Buyer shall maintain a policy of comprehensive general liability insurance in order to insure against any damage, claim, loss or injury which Buyer, or any of its employees, agents or representatives, may cause in conducting such studies, analyses or investigations, which policy shall name Seller as an additional insured thereunder. Buyer shall defend, indemnify and hold Seller harmless from and against any liabilities, claims, demands or actions incident to, resulting from, or in any way arising out of, such test, inspection or entry by or on behalf of Buyer onto the Property. The foregoing indemnity shall survive the Closing and not be merged therein. Buyer's feasibility study shall include all steps necessary to determine whether substances regarded as hazardous by any applicable law, solid wastes, or other substances known or suspected to pose a threat to health or the environment (collectively, "Hazardous Substances") have been disposed of or otherwise released on or to the Property or exist on or within any portion of the Property. Buyer's failure to indicate disapproval based on such feasibility study shall relieve Seller of any liability to Buyer as a result of any environmental hazard on or to the Property subsequently discovered.