Common use of Inspection Period Clause in Contracts

Inspection Period. Purchaser acknowledges that Seller provided Purchaser the opportunity to conduct such due diligence and inspections of the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to the Effective Date. Any and all references to the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as set forth in Section 4.9, any and all rights of Purchaser to terminate this Agreement pursuant to this Article IV have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, Purchaser has no such right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth in Section 4.9, the Purchaser has no right to terminate this Agreement based on such Due Diligence after the expiration of the Inspection Period. Purchaser’s Due Diligence shall be subject to the terms, conditions and limitations set forth in this ARTICLE IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE IV.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser the opportunity to conduct such due diligence and inspections For a period of the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to thirty (30) days following the Effective Date. Any and all references to Date (the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing ”), upon providing Seller with twenty-four hours prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as set forth in Section 4.9, any and all rights of Purchaser to terminate this Agreement pursuant to this Article IV have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9notice, Purchaser has no such shall have the right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon make such investigations in connection with the Property to examineduring normal business hours that Purchaser deems appropriate, inspect in its sole and investigate the Property absolute discretion, including, but not limited to, all Books making surface and Records located at subsurface tests and borings, conducting engineering or similar studies, environmental audits, researching zoning matters, and the Property, subject making of such other investigations deemed necessary by Purchaser in order to Managerdetermine the adequacy of the Property for Purchaser’s good faith compliance with Legal Requirements with respect to access to any and all Employee records intended use (collectively, the “Due DiligenceInspections”); provided. Notwithstanding the foregoing, however, except as set forth in Section 4.9, Purchaser’s Inspections shall be conditioned on the Purchaser has no following: (a) Seller and any representative of Seller shall have the right to terminate this Agreement based on such Due Diligence after be present during any Inspections; (b) Purchaser shall obtain Seller’s prior written consent prior to undertaking any subsurface or other invasive testing (including without limitation any Phase II environmental site assessments); and (c) Purchaser shall not unreasonably interfere with the expiration business operations of tenants. During the Inspection Period. Purchaser, upon receipt of Seller’s Due Diligence written consent, not to be unreasonably withheld, conditioned or delayed (email notice shall be subject deemed sufficient for purposes of this Section 7), Purchaser shall have the right to the termsconduct interviews with existing tenants, conditions provided that Seller (or a representative of Seller) may elect to be present at all such interviews and limitations set forth in this ARTICLE IV, and Purchaser’s conduct meetings. All tenant interviews shall be in strict compliance with coordinated through Txxxx Xxxxxxx on behalf of the covenants and agreements contained in this ARTICLE IVSeller.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser shall have until 5 p.m. Central Standard Time on February 20, 2009 (“Inspection Period”) within which to review, examine, inspect, test and satisfy itself as to the opportunity to conduct such due diligence and inspections condition of the Land, Improvements and Personal Property as and the operational information relating thereto. In the event that such inspection indicates that the Property is not satisfactory to Purchaser, in Purchaser’s sole and absolute discretion, Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate may terminate this Agreement by notice in writing delivered to Seller prior to the Effective Date. Any and all references to expiration of the “Inspection Period” , in this Agreement mean which event the Deposit will be returned to Purchaser, and refer and neither party shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Agreement is not terminated by written notice to Seller in the manner and within the time provided in this Section 4.95.7, any and all rights of Purchaser Purchaser’s right to terminate this Agreement pursuant to this Article IV have terminated Section 5.7 and been unconditionally waived any and relinquished, and, except as set forth in Section 4.9, Purchaser has no such right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements objections with respect to access the Inspection Period will be deemed to have been waived by Purchaser for all purposes. Except as provided below, Seller shall cause all Service Contracts to be terminated effective as of or prior to the date of Closing, provided that (i) Seller shall have no obligation to assign or terminate, and Purchaser shall be obligated to assume, any Service Contracts which by their terms cannot be assigned or terminated without penalty or payment of a fee and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth ii) Seller shall not terminate any Service Contracts which Purchaser notifies Seller in Section 4.9, the Purchaser has no right writing prior to terminate this Agreement based on such Due Diligence after the expiration of the Inspection PeriodPeriod that it desires to assume. Purchaser’s Due Diligence At Closing Seller shall be subject assign and Purchaser must assume the obligations arising from and after the Closing Date under those Service Contracts that Purchaser is obligated or desires to the terms, conditions and limitations set forth in assume pursuant to this ARTICLE IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE IVSection 5.7.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser the opportunity to conduct such due diligence and inspections of the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to the Effective Date. Any and all references to the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as without limiting the Purchaser’s termination rights expressly set forth in Section 4.9the other provisions of this Agreement, any and all rights of Purchaser to terminate this Agreement pursuant to this Article IV have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, and Purchaser has no such right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as without limiting the Purchaser’s termination rights expressly set forth in Section 4.9the other provisions of this Agreement, the Purchaser has no right to terminate this Agreement based on such Due Diligence after the expiration of the Inspection Period. Purchaser’s Due Diligence shall be subject to the terms, conditions and limitations set forth in this ARTICLE Article IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE Article IV.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser the opportunity to conduct such due diligence and inspections of the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to the Effective Date. Any and all references to the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as set forth in Section 4.9, any and all rights of Purchaser to terminate this Agreement pursuant to this Article IV have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, Purchaser has no such right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives and agents ----------------- shall be permitted have a period from the Effective Date through the close of business on the date sixty (60) days after the Effective Date (or, if such date is not a business day, the next succeeding business day) (the "INSPECTION PERIOD") within which to enter upon undertake such inspections and investigations of the Property to examine, inspect and investigate the Property (including, but not limited to, engineering environmental studies, financial analysis, and feasibility studies) as Purchaser deems desirable to evaluate the financial and physical condition of the Property and such other matters that Purchaser may deem relevant, all Books at Purchaser's cost and Records located at expense. If Purchaser shall, in its sole opinion and discretion, determine that the PropertyProperty or any matters related to the Property are unsatisfactory, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth in Section 4.9, the then Purchaser has no right to may terminate this Agreement based on such Due Diligence after by written notice given to Seller prior to the expiration end of the Inspection Period. Purchaser’s Due Diligence Upon the giving of such notice, this Agreement shall terminate, Escrow Agent shall return the Xxxxxxx Money to Purchaser and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement. All documents provided to Purchaser by Seller or its agents during the Inspection Period shall be treated as confidential at all times prior to the Closing Date and if Purchaser does not purchase the Property, shall remain confidential by Purchaser after termination of this Agreement (in any case, subject to disclosure by Purchaser to its principals, officers, employees, agents, lenders, consultants, attorneys and other professionals in connection with the terms, conditions and limitations transactions set forth in this ARTICLE IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE IVherein).

Inspection Period. Purchaser acknowledges that Seller provided Purchaser the opportunity to conduct such due diligence and inspections of the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to the Effective Date. Any and all references to Lessee shall have a period (the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing prior to ”) beginning on the Effective Date and expiring immediately upon ending on the date that is four (4) months from the Effective Date to, at its sole cost and thatexpense, thereforeconduct and make surveys, except studies and any other appraisals, inspections, tests or studies desired by Lessee, in its sole discretion, including, but without limitation, environmental studies, to confirm to the satisfaction of Lessee, in its sole and absolute discretion, that the Premises are satisfactory to Lessee in all respects and suitable for the Permitted Use. Lessee and its agents and contractors shall be permitted access to the Premises at all reasonable times for the such purposes stated. Notwithstanding the above, Lessee shall seek and obtain prior written approval from Lessor before performing any invasive testing. Lessee also agrees to return the Premises to their former condition after completion of the tests. Lessee shall indemnify, defend and hold the Lessor Indemnified Parties (as set forth defined in Section 4.9, 7.8 (a)) harmless from and against any and all rights claims, liabilities, obligations, damages, costs and expenses, including attorneys’ fees and expenses, arising out of, incurred in connection with or resulting from inspections performed by Lessee or any of Purchaser to its agents, contractors or employees. The foregoing indemnification obligation shall survive any termination of this Lease. If Lessee determines for any reason that the Premises are unsatisfactory or unsuitable for the Permitted Use, in Lessee’s sole discretion, then Lessee may, at its option, terminate this Agreement pursuant Lease by giving written notice to this Article IV have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, Purchaser has no such right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject Lessor on or prior to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth in Section 4.9, the Purchaser has no right to terminate this Agreement based on such Due Diligence after the expiration last day of the Inspection Period. Purchaser’s Due Diligence , whereupon this Lease shall be subject to the termsdeemed of no further force or effect with Lessor and Lessee having no further rights, conditions and limitations set forth in this ARTICLE IVobligations or liabilities hereunder, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE IVexcept as otherwise expressly provided herein.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser the opportunity to conduct such due diligence and inspections of the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to the Effective Date. Any Notwithstanding anything to the contrary herein, any and all references to the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as set forth in Section 4.9, any and all rights of Purchaser to terminate this Agreement pursuant to this Article IV in connection with its Due Diligence have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, and Purchaser has no such right to so terminate this Agreement pursuant in connection with its Due Diligence (but without limiting Purchaser’s termination rights expressly set forth in this Agreement (including, without limitation, termination rights set forth in Section 4.6) and the Deposit shall be non-refundable to Purchaser except as otherwise expressly provided in this Article IVAgreement). Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property during the term of this Agreement to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth in Section 4.9, the Purchaser has shall have no right to terminate this Agreement based on such Due Diligence after the expiration of the Inspection Period. Purchaser’s Due Diligence shall be subject to the terms, conditions and limitations set forth in this ARTICLE IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE IV.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser shall have from the opportunity to conduct such due diligence and inspections of date hereof until 5:00 p.m. (Pacific Standard Time) on the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to thirtieth (30th) day following the Effective Date. Any and all references to Contract Date (the “Inspection Period” in this Agreement mean and refer and shall be deemed ”) within which to mean and refer to for all purposes to a period commencing prior to evaluate the Effective Date and expiring immediately upon Property. During the Effective Date and that, therefore, except as set forth in Section 4.9, any and all rights of Purchaser to terminate this Agreement pursuant to this Article IV have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, Purchaser has no such right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Inspection Period: (a) Purchaser and its agents, engineers, surveyors, appraisers, auditors and other representatives shall be permitted have the right to enter upon the Property to inspect, examine, inspect survey, obtain engineering inspections, test, appraise, and investigate otherwise do that which, in the opinion of Purchaser, is necessary to determine the suitability of the Property includingfor the uses intended by Purchaser; and (b) Purchaser may conduct interviews with the tenants and any property manager (such interviews to be considered an “inspection” under Section 5.2.2). If Purchaser, but not limited toin its sole discretion, all Books and Records located at desires to proceed with its acquisition of the Property, subject Purchaser shall deliver written notice to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records Seller (collectively, the “Due DiligenceApproval Notice”); provided, however, except as set forth in Section 4.9, the Purchaser has no right prior to terminate this Agreement based on such Due Diligence after the expiration of the Inspection Period. Purchaser’s Due Diligence , stating that it approves the Property and the Loan Documents, in which case the parties shall be proceed to complete the Closing, subject to the termsterms and conditions of this Agreement. If Purchaser fails to deliver the Approval Notice prior to the expiration of the Inspection Period or if such Approval Notice seeks to modify any of the terms or provisions of this Agreement or conditionally approve the Property or Loan Documents, conditions Purchaser will be deemed to have disapproved the Property and limitations the Deposit shall be returned to Purchaser, this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement, except for the indemnity obligations set forth in below and those rights and obligations that expressly survive termination of this ARTICLE IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE IVAgreement.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser the opportunity to conduct such due diligence and inspections of the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to the Effective Date. Any Notwithstanding anything to the contrary herein, any and all references to the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as set forth in Section 4.9, any and all rights of Purchaser to terminate this Agreement pursuant to this Article IV have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, and Purchaser has no such right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property during the term of this Agreement to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth in Section 4.9, the Purchaser has shall have no right to terminate this Agreement based on such Due Diligence after the expiration of the Inspection Period. Purchaser’s Due Diligence shall be subject to the terms, conditions and limitations set forth in this ARTICLE Article IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE Article IV.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser the opportunity to conduct such due diligence and inspections of the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to the Effective Date. Any Notwithstanding anything to the contrary herein, any and all references to the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as set forth in Section 4.9, any and all rights of Purchaser to terminate this Agreement pursuant to this Article IV in connection with its Due Diligence have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, and Purchaser has no such right to so terminate this Agreement pursuant in connection with its Due Diligence (but without limiting Purchaser’s termination rights expressly set forth in this Agreement (including, without limitation, termination rights set forth in Section 4.7) and the Deposit shall be non-refundable to Purchaser except as otherwise expressly provided in this Article IVAgreement). Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property during the term of this Agreement to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth in Section 4.9, the Purchaser has shall have no right to terminate this Agreement based on such Due Diligence after the expiration of the Inspection Period. Purchaser’s Due Diligence shall be subject to the terms, conditions and limitations set forth in this ARTICLE Article IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE Article IV.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser CWS shall have the opportunity Inspection Period to exercise its Testing Rights and to otherwise conduct such due diligence diligence, including without limitation such investigation of any matters disclosed or not disclosed herein or in any Schedule hereto as CWS, in its sole and inspections of the Property as Purchaser and its officersabsolute discretion, directorsdeems appropriate, employees and advisers deemed necessary and appropriate prior subject to the Effective Date. Any and all references to the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as limitations set forth in Section 4.91.6 hereof. At any time before the end of the Inspection Period, CWS may, in its discretion, give written notice thereof delivered prior to the termination of the Inspection Period to the Company setting forth any objections (the “CWS Objections”) that CWS has resulting from its investigation. The Company shall have the option to cure the CWS Objections within thirty (30) days after the date of such notice. If the Company elects not to cure or is unable to cure the CWS Objections by said date, CWS shall have the option to be exercised within ten (10) days of said date (in its sole discretion) of either (a) accepting the situation as it then is for all purposes under this Agreement, waiving any additional rights CWS may have arising from such CWS Objections, and all rights of Purchaser proceeding to terminate carry out the transactions contemplated herein, or (b) terminating this Agreement, whereupon this Agreement shall terminate and CWS and the Company shall have no further obligations or liabilities other than those specified in Section 8.5 hereof. If CWS does not give such a notice setting forth any CWS Objections during the Inspection Period, this Agreement shall remain in full force and effect, except that CWS’ rights pursuant to this Article IV have terminated Sections 1.6 and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, Purchaser has no such right to so 1.7 shall terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth in Section 4.9, the Purchaser has no right to terminate this Agreement based on such Due Diligence after the expiration termination of the Inspection Period. Purchaser’s Due Diligence shall be subject to the terms, conditions and limitations set forth in this ARTICLE IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE IV.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser (a) The Partnership shall have until 5:00 p.m., Atlanta, Georgia time, on the opportunity fifteenth (15th) day immediately following the Trigger Date (as hereinafter defined), within which to conduct such due diligence inspect the Property and inspections review the assumption documents to be used in connection with the assumption of the Lender Loan (as hereinafter defined) (the "Inspection Period"). If for any reason whatsoever the Partnership determines that the Property as Purchaser and said assumption documents are not suitable for its officerspurposes, directorsin its sole and absolute discretion, employees and advisers deemed necessary and appropriate notifies Contributor in writing of such decision prior to the Effective Dateexpiration of the Inspection Period, this Agreement shall automatically terminate and the Xxxxxxx Money shall be returned to Partnership, less One Hundred Dollars ($100.00), which Escrow Agent shall pay to Contributor as due consideration for this Agreement, and thereafter no party hereto shall have any rights or obligations under this Agreement, except as otherwise specifically set forth herein. Any and all references Partnership's failure to so notify Contributor prior to the “expiration of the Inspection Period” in this Agreement mean and refer and Period shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as set forth in Section 4.9, any and all rights waiver by Partnership of Purchaser its right to terminate this Agreement pursuant to this Article IV have terminated Section 4(a), and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, Purchaser has no such right to so terminate this Agreement pursuant to this Article IVshall continue in full force and effect. Notwithstanding the foregoing, from and after From the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth in Section 4.9, the Purchaser has no right to terminate this Agreement based on such Due Diligence after Date through the expiration of the Inspection Period. Purchaser’s Due Diligence , Partnership and its agents, engineers, surveyors, appraisers, auditors and other representatives shall be subject have the right to enter upon the Property at reasonable times to inspect, examine, survey, obtain engineering inspections, appraise, and otherwise do that which, in the opinion of Partnership, is reasonably necessary to determine the boundaries, acreage and condition of the Property and to determine the suitability of the Property for the uses intended by Partnership (including, without limitation, inspect, review and copy any and all documents in the possession or control of Contributor, its agents, contractors or employees, and which pertain to the termsconstruction, conditions ownership, use, occupancy or operation of the Property or any part thereof). Also, from the Effective Date through the expiration of the Inspection Period, Partnership shall have the right to examine all of Contributor's books, files and limitations set forth records relating in any way to the Property. Contributor shall make such books, files and records available for examination by Partnership and Partnership's agents and representatives, who shall have the right to make copies of such books, files and records and to extract therefrom such information as Partnership may desire, and who shall have the right to audit and have certified, thoroughly and completely, all income and expenses, profits and losses, and operational results of the Property. Partnership shall, and it does hereby agree to indemnify and hold Contributor, Contributor's property manager and Contributor's asset manager, harmless from and against any and all claims, demands, liabilities, judgments, causes of actions, costs, expenses and fees (including reasonable attorneys' fees and expenses incurred on account of any of the foregoing) arising or in any way relating to any damage or injury to any of the improvements or any person on or about the Premises while the Partnership or any employee, agent representatives, or consultant is present thereon to the extent caused by Partnership or any employee, agent, representative or consultant of Partnership and not the result of Contributor's, or its property manager's, asset manager's, representatives', or agents, willful misconduct or negligence; provided, however, Partnership shall not be liable for any consequential or incidental damages. Except as otherwise provided in this ARTICLE IVAgreement, Partnership does hereby covenant and Purchaser’s conduct shall be in strict compliance with warrant unto Contributor that it will pay all expenses incurred by Partnership to its consultants on account of any of Partnership's investigations on or about the covenants Property and agreements contained in this ARTICLE IVwill promptly remove any lien or judgment which may hereinafter encumber the Property or any part thereof on account of such failure to pay such expense.

Inspection Period. Purchaser acknowledges that Seller provided Purchaser shall have a period ending at 5 p.m. Central Standard Time on September 7, 2009 (“Inspection Period”) within which to review, examine, inspect, test and satisfy itself as to the opportunity to conduct such due diligence and inspections condition of the Land, Improvements and Personal Property as and the operational information relating thereto. In the event that such inspection indicates that the Property is not satisfactory to Purchaser, in Purchaser’s sole and absolute discretion, Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate may terminate this Agreement by notice in writing delivered to Seller prior to the Effective Date. Any and all references to expiration of the “Inspection Period” , in this Agreement mean which event the Deposit will be returned to Purchaser, and refer and neither party shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If this Agreement is not terminated by written notice to Seller in the manner and within the time provided in this Section 4.95.7, any and all rights of Purchaser Purchaser’s right to terminate this Agreement pursuant to this Article IV have terminated Section 5.7 and been unconditionally waived any and relinquished, and, except as set forth in Section 4.9, Purchaser has no such right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements objections with respect to access the Inspection Period will be deemed to have been waived by Purchaser for all purposes. Except as provided below, Seller shall cause all Service Contracts to be terminated effective as of or prior to the date of Closing, provided that (i) Seller shall have no obligation to assign or terminate, and Purchaser shall be obligated to assume, any Service Contracts which by their terms cannot be assigned or terminated without penalty or payment of a fee and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth ii) Seller shall not terminate any Service Contracts which Purchaser notifies Seller in Section 4.9, the Purchaser has no right writing prior to terminate this Agreement based on such Due Diligence after the expiration of the Inspection PeriodPeriod that it desires to assume. Purchaser’s Due Diligence At Closing Seller shall be subject assign and Purchaser must assume the obligations arising from and after the Closing Date under those Service Contracts that Purchaser is obligated or desires to the terms, conditions and limitations set forth in assume pursuant to this ARTICLE IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE IVSection 5.7.