Common use of Investigation Period Clause in Contracts

Investigation Period. Commencing as of the Effective Date and continuing for a period of sixty (60) days thereafter (the “Investigation Period”), the Buyer, including all persons designated by the Buyer, shall have the right, at reasonable times to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance of the Property. Buyer shall provide Seller reasonable notice of Xxxxx’s entry onto the Property and shall schedule such access to the Property with Seller. Buyer will not unreasonably interfere with the operation of the Property. If Xxxxx is dissatisfied, in Xxxxx’s sole discretion, with the results of Xxxxx’s investigations, then Buyer may cancel this Agreement by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement prior to the expiration of the Investigation Period, Escrow Agent shall return the Deposit to Buyer, together with any interest earned thereon. Upon a termination of the Agreement by Buyer prior to the expiration of the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to the expiration of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise set forth in this Agreement), but applicable to the Purchase Price, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase of the Property under this Agreement, Buyer shall return the Property to the condition in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this Agreement.

Investigation Period. Commencing as of the Effective Date and continuing for a period of sixty one hundred twenty (60120) days thereafter (the “Investigation Period”), the Buyer, including all persons designated by the Buyer, shall have the right, at reasonable times to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance of the Property. Buyer shall provide Seller reasonable notice of Xxxxx’s entry onto the Property and shall schedule such access to the Property with Seller. Buyer will not unreasonably interfere with the operation of the PropertyProperty or the rights of the tenants. If Xxxxx is dissatisfied, in Xxxxx’s sole discretion, with the results of Xxxxx’s investigations, then Buyer may cancel this Agreement by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement prior to the expiration of the Investigation Period, Escrow Agent shall return the Deposit to Buyer, together with any interest earned thereon. Upon a termination of the Agreement by Buyer prior to the expiration of the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to the expiration of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise set forth in this Agreement), but applicable to the Purchase Price, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase of the Property under this Agreement, Buyer shall return the Property to the condition in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this Agreement.

Investigation Period. Commencing Beginning upon the opening of Escrow, and terminating as of 5:00 p.m. PDT on the Effective Date date which is the later of (i) May 14, 1997, and continuing for a period of sixty (60ii) seven (7) days thereafter after Seller's delivery of the Survey to Buyer (the “"Investigation Period”"), Buyer may, subject to the Buyerlimitations set forth in this Agreement and in the Entry Permit (as defined below), including investigate any and all persons designated by the Buyer, shall have the right, at reasonable times to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance aspects of the Property; provided, however, that if such Investigation Period extends beyond May 14, 1997 (as a result of Seller's delivery of the Survey after May 7, 1997 in accordance with Section 5(a) above), Buyer's investigation and right to cancel Escrow as a result of such investigation, shall be limited from and after May 14, 1997 to matters relating to and disclosed solely in connection with the Survey. To the extent Buyer is entitled to investigate particular matters during the Investigation Period, Seller, at no cost or expense to Seller, shall provide Seller reasonable notice of Xxxxx’s entry onto reasonably cooperate with Buyer to the Property and shall schedule such access extent Seller's cooperation is required for Buyer to obtain public information pertaining to the Property with Sellerfrom governmental agencies. Buyer will not unreasonably interfere with the operation of the Property. If Xxxxx is dissatisfiedIf, in Xxxxx’s Buyer's sole discretion, with Buyer disapproves of any aspect of the results of Xxxxx’s investigationsProperty (other than matters disclosed in or reasonably inferable from the Disclosure Reports (as defined below)), then Buyer may cancel this Agreement the Escrow by notifying Notice to Seller of such cancellation, in writing, no later than delivered to Seller on or before 5:00 p.m. PDT, on (i) May 14, 1997 as to all matters disapproved other than matters disclosed solely in the Survey, and (ii) the last day of the Investigation Period (if as to matters disclosed solely in the Survey. If Buyer does not a business daytimely cancel Escrow as set forth in the above sentence, then it Buyer shall be unconditionally obligated to purchase the next business dayProperty without any contingencies (other than Section 7(a) conditions precedent). In the event Buyer terminates the Agreement prior to the expiration Upon termination of the Investigation PeriodPeriod without timely cancellation of Escrow, the Deposit shall be non-refundable in favor of Seller, and shall be released to Seller by Escrow Agent without further act of Buyer. If Escrow is canceled during the Investigation Period in accordance herewith, (i) Buyer shall return deliver to Seller, for retention by Seller, all information, studies, and reports obtained or made by Buyer or its agents relating to the Property, and (ii) Seller shall instruct Escrow Agent to refund the Deposit to Buyer, together with any interest earned thereon. Upon a termination net only of Buyer's share of costs and expenses of the Agreement by Buyer prior to the expiration Escrow and title. The inspection, investigation and survey of the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to the expiration of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise set forth in this Agreement), but applicable to the Purchase Price, Land and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase portions of the Property by Buyer shall be in lieu of any notice or disclosure required by Section 25359.7 of the California Health and Safety Code, or by any provision of the Civil Code or pursuant to any other applicable law, and Buyer hereby waives any requirement for a notice pursuant to those provisions. Buyer shall be deemed to have approved all soil and other physical conditions pertaining to the Land unless it has delivered to Seller on or before May 14, 1997, Notice of disapproval specifically identifying each matter pertaining to soils or physical conditions disapproved, which determination shall be made by Buyer in its sole discretion. Notwithstanding anything to the contrary herein, if Buyer desires to undertake any testing, investigation or inspection of the Land with respect to the presence of hazardous or toxic substances or any substance which requires investigation or remediation under this Agreementany federal, state or local statute, regulation, ordinance, order, action or policy, Buyer shall return perform such inspections, investigations or tests on or before May 14, 1997, using only environmental engineers or consultants from the Property approved list of engineers and consultants to the condition in which is existed prior to any investigations undertaken be provided by Buyer, its agents, employees and assigns pursuant to this AgreementSeller.

Investigation Period. Commencing as During the period ending on the later of (i) thirty (30) days from the Effective Date and continuing for a period of sixty or (60ii) ten (10) days thereafter following receipt by Buyer of the last of the items set forth in Section 6(A) hereof (the “"Investigation Period”"), Buyer shall, at Buyer's sole cost and expense, make all inspections, studies or investigations desired by Buyer with respect to the BuyerProperties, including but not limited to (i) examination of all persons designated by physical aspects of the Properties, including obtaining soils and other investigations and reports concerning the physical condition of the Properties, (ii) investigating all zoning, code and all governmental requirements concerning the Properties, (iii) obtaining any desired environmental assessments and reports concerning the Properties, (iv) investigating the availability to the Properties of all utilities including water, sewer, gas, cable, electricity and telephone, (v) determining the feasibility of Buyer's intended use of the Properties, and (vi) reviewing copies of any pertinent reports and other documents concerning the Properties in Seller's possession. Buyer and its authorized agents, employees or representatives shall have be entitled to enter upon the right, Properties at all reasonable times to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance of the Property. Buyer shall provide Seller reasonable notice of Xxxxx’s entry onto the Property and shall schedule such access to the Property with Seller. Buyer will not unreasonably interfere with the operation of the Property. If Xxxxx is dissatisfied, in Xxxxx’s sole discretion, with the results of Xxxxx’s investigations, then Buyer may cancel this Agreement by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement prior to the expiration of the Investigation Period, Escrow Agent upon prior notice to Seller and accompanied by a representative of Seller if required by Seller, during the Investigation Period if this Agreement is not earlier terminated; provided, however, that there shall return be no interference with the Deposit business of Seller or the residents of the Properties, Buyer's activities on the Properties shall be in compliance with all applicable laws, rules and regulations and Buyer shall restore the Properties to as near the same condition as they existed immediately prior to the conducting of any such inspection, study or investigation as is reasonably practicable immediately upon completion of each such inspection, study or investigation. Buyer shall not permit any liens or encumbrances to be asserted against the Properties in connection with or as a result of such inspections, studies or investigations. Buyer shall indemnify, defend and hold Seller, and Seller's partners, agents, employees and representatives, and the Properties, harmless of, from and against any and all losses, liabilities, costs, expenses (including, without limitation, reasonable attorneys' fees and costs of court), damages, liens, claims (including, without limitation, mechanics' or materialmen's liens or claims of liens), actions and causes of action arising from or relating to the entry by Buyer (or Buyer's agents, employees, contractors or representatives) upon the Properties, whether to test, study, investigate or inspect the Properties pursuant to this Section or otherwise, except only to the extent caused by the gross negligence or willful misconduct of Seller. If, within the Investigation Period, Buyer shall in Buyer's sole discretion be dissatisfied with any aspect of the Properties, or shall decide for any other reason not to proceed with the transaction contemplated under this Agreement, then Buyer, together with any interest earned thereon. Upon a termination of the as its sole and exclusive remedy, may terminate this Agreement by Buyer giving written notice thereof to Seller (with a copy to the Title Company) prior to the expiration of the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the If Buyer does not elect to cancel terminate this Agreement prior to the expiration of the Investigation Period, then Buyer shall be deemed to have waived any right Buyer may have to terminate this Agreement pursuant to this Section. Notwithstanding anything to the Deposit contrary set forth in this Agreement, the covenants, agreements and indemnities of Buyer in this Section shall become non-refundable (expressly survive the Closing or the termination of this Agreement. Buyer shall provide Seller a list of all third parties it brings onto the Properties for the purpose of investigating the Properties. All information delivered to or obtained by Buyer during or prior to the Investigation Period concerning the Properties is and shall remain the property of Seller and shall be considered confidential proprietary information of Seller, not to be disclosed to any third parties except as expressly provided hereinafter. Notwithstanding the foregoing, except as otherwise set forth in this Agreement)below, but applicable Buyer may disclose such information to Buyer's attorneys, accountants and other agents and affiliates reasonably necessary for the Purchase Priceconsummation of the transaction contemplated herein and to no other person without Seller's written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that Buyer shall control the dissemination of such information to assure that any recipient preserves the confidential nature of the information. Copies of any information compiled or obtained by Buyer from sources other than Seller concerning the Properties (excluding proprietary business plans, work product and the parties projections) shall proceed toward Closing. Notwithstanding any provision in this Agreement be delivered to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs Seller immediately upon termination of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase The foregoing obligations shall survive termination of the Property under this Agreement, Buyer shall return the Property to the condition in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this Agreement.

Investigation Period. Commencing as (a) Purchaser shall have a period of calendar days from the Effective Date and continuing for a period of sixty (60) days thereafter (the “Investigation Period”), the Buyer, including all persons designated by the Buyer, shall have the right) within which Purchaser may, at reasonable times to enter onto its sole expense, conduct a feasibility study of the Property for the purpose of investigation, discovery and testing of such Property, (including, without limitation, surveyingarchitectural, soil testing geotechnical, environmental, marketing, engineering and boringfinancial feasibility studies) to determine whether or not the Property is suitable to Purchaser (“Feasibility Study”). If Purchaser decides that the Property is not suitable to Purchaser, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance it shall deliver written notice of the Property. Buyer shall provide Seller reasonable notice of Xxxxx’s entry onto the Property and shall schedule such access to the Property with Seller. Buyer will not unreasonably interfere with the operation termination of the Property. If Xxxxx is dissatisfied, in Xxxxx’s sole discretion, with Agreement to Seller on or before the results of Xxxxx’s investigations, then Buyer may cancel this Agreement by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement prior to the expiration end of the Investigation Period, Escrow Agent shall return . If Purchaser delivers such termination notice to Seller by the Deposit to Buyer, together with any interest earned thereon. Upon a termination of the Agreement by Buyer prior to the expiration of the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to the expiration end of the Investigation Period, then Escrow Agent shall return the Deposit Xxxxxxx Money to Purchaser and the parties hereto shall become non-refundable (have no further rights or obligations hereunder except as otherwise set forth provided in this Agreement), but applicable to the Purchase Price, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on Purchaser fails to deliver such termination notice to Seller by the purchase end of the Investigation Period, then Purchaser shall be deemed to have determined that the Property under is suitable to Purchaser and shall be obligated to proceed with the Closing. (b) Seller hereby grants to Purchaser and Purchaser’s employees, consultants, and agents (each a “Purchaser Party”) the right and permission from and after the date hereof to enter upon the Property or any part thereof, at all reasonable times and from time to time, for the purpose of completing its Feasibility Study of the Property. Purchaser shall indemnify, defend and hold Seller harmless from and against any and all costs, losses, expenses, liabilities, fines, punitive damages, penalties and damages (including reasonable attorneys’ fees, disbursements and costs of defense) incurred by Seller in connection with or arising out of (i) any act or omission to act of any Purchaser Party while on or about the Property notwithstanding Seller’s consent to enter upon the Property; and (ii) any personal injury suffered by any Purchaser Party while on or about the Property. The indemnity provided in this Paragraph shall survive the Closing or any earlier termination of this Agreement, Buyer shall return the Property to the condition in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this Agreement.

Investigation Period. Commencing as Assignor acknowledges and agrees that APAC shall undertake and perform a due diligence investigation of the Effective Date and continuing for a Patents during the period of up to sixty (60) days thereafter following the Effective Date (the “Investigation Period”), the Buyer, including all persons designated by the Buyer, shall have the right, at reasonable times to enter onto the Property ) for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, forming its conclusions regarding the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance investigation of the PropertyPatents. Buyer shall provide Seller reasonable notice In consideration of XxxxxAPAC’s entry onto the Property and shall schedule such access to the Property with Seller. Buyer will not unreasonably interfere with the operation due diligence investigation of the PropertyPatents, Assignor agrees that, during the Investigation Period and for the period up and until the completion of the Shareholder Approval process as set forth in Section 1.5, Assignor shall not discuss, negotiate or pursue with any third parties any offers or proposals with respect to or otherwise relating to any of the Patents. If Xxxxx is dissatisfiedAssignor agrees to cooperate with APAC and to promptly provide to APAC any reasonably requested information regarding the Patents, in Xxxxx’s sole discretion, with the results of Xxxxx’s investigations, then Buyer may cancel this Agreement including prompt delivery for receipt by notifying Seller of such cancellation, in writing, APAC no later than 5:00 p.m. seven (7) days following the Effective Date of a copy of the complete prosecution history of each of the Patents (each a “File History”) and copies of all files, information and documents in Assignor’s possession or control relating to the Patents. In the event that (i) any of the File Histories or (ii) any of the files, information and documents relating to the Patents are not delivered to APAC within the seven (7) day period following the Effective Date, the Investigation Period shall be automatically extended by the greater of the number of days for which (i) the last of the File Histories or (ii) any files, information and documents relating to the Patents is delayed. The Investigation Period will commence on the last day Effective Date and conclude on the earlier of: (a) sixty (60) calendar days following, but not including, the Effective Date, subject to the extensions set forth in this Section 1.2; or (b) such time as APAC transmits written notice to Assignor of its conclusion regarding the investigation of the Patents. APAC shall transmit timely written notice to Assignor or its conclusions regarding the investigation of the Patents no later than (1) the conclusion of the Investigation Period as detailed in subsection (if not a business daya) above; or (2) fifteen (15) days after notification by Assignor to APAC regarding the Shareholder Approval process, then it shall be the next business day). In the event Buyer terminates the Agreement prior to the expiration of the Investigation Period, Escrow Agent shall return the Deposit to Buyer, together with any interest earned thereon. Upon a termination of the Agreement by Buyer prior to the expiration of the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to the expiration of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise set forth in this Agreement), but applicable to the Purchase Price, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase of the Property under this Agreement, Buyer shall return the Property to the condition in which whichever is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this Agreementlater.”

Investigation Period. Commencing Beginning upon the date of Buyer's and Seller's execution and delivery of the Entry Permit (as defined below), and terminating as of the Effective Date and continuing for a period of sixty (60) days thereafter 5:00 p.m. PDT on May 13, 1998 (the “"Investigation Period”"), Buyer may, subject to the Buyerlimitations set forth in this Agreement and in the Entry Permit, including investigate any and all persons designated by the Buyer, shall have the right, at reasonable times to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance aspects of the Property. ; provided, however, Buyer shall provide Seller reasonable notice not investigate the Approved Conditions after the execution of Xxxxx’s entry onto this Agreement. To the Property and extent Buyer is entitled to investigate particular matters during the Investigation Period, Seller, at no cost or expense to Seller, shall schedule such access reasonably cooperate with Buyer to the extent Seller's cooperation is required for Buyer to obtain public information pertaining to the Property with Sellerfrom governmental agencies. Buyer will not unreasonably interfere with the operation of the Property. If Xxxxx is dissatisfiedIf, in Xxxxx’s Buyer's sole discretion, with Buyer disapproves of any aspect of the results Property (including the form and/or status of Xxxxx’s investigationsthe Lease described on Exhibit "A-1") other than the Approved Conditions, then Buyer may cancel this Agreement the Escrow by notifying Notice to Seller of such cancellation, in writing, no later than delivered to Seller on or before 5:00 p.m. PDT on the last day of the Investigation Period (if Period. If Buyer does not a business daytimely cancel Escrow as set forth in the above sentence, then it Buyer shall be unconditionally obligated to purchase the next business dayProperty without any contingencies (other than Section 7(a) conditions precedent). In Upon termination of the event Buyer terminates Investigation Period without timely cancellation of Escrow, the Agreement prior Deposit shall be non-refundable in favor of Seller, and shall be released to Seller by Escrow Agent on the first business day following the expiration of the Investigation Period, without further act of Buyer. If Escrow is canceled during the Investigation Period in accordance herewith, Buyer shall deliver to Seller, for retention by Seller, all information, studies, and reports obtained or made by Buyer or its agents relating to the Property. In addition, if Escrow is canceled during the Investigation Period in accordance herewith, Seller shall instruct Escrow Agent shall return to refund the Deposit to Buyer, together with any interest earned thereon. Upon a termination net only of Buyer's share of costs and expenses of the Agreement by Buyer Escrow and title. Buyer's inspection, investigation and survey of the Property , prior to execution hereof and during the Investigation Period, shall be in lieu of any notice or disclosure required by Section 25359.7 of the California Health and Safety Code, or by any provision of the Civil Code or pursuant to any other applicable law, and Buyer hereby waives any requirement for a notice pursuant to those provisions. Buyer shall be deemed to have approved all conditions pertaining to the Property unless it cancels Escrow in accordance herewith (on the basis of a condition other than an Approved Condition) on or before the end of the Investigation Period. Notwithstanding anything to the contrary herein, if Buyer desires to undertake any testing, investigation or inspection of the Land (other than in connection with the Approved Conditions) Buyer shall perform such inspections, investigations or tests on or before the expiration of the Investigation Period, both parties shall using only consultants on a list to be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to the expiration of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise set forth in this Agreement), but applicable to the Purchase Price, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry by Seller upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase of the Property under this Agreement, Buyer shall return the Property to the condition in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this Agreement's written request therefor.

Investigation Period. Commencing as of During the period from the Effective Date and continuing for a period of sixty until 5:00 PM (60Chicago Time) days thereafter on September 25, 2009 (the “Co-Investor Investigation Period”), upon the Buyeradvance notification to Operator LP for coordination and safety purposes, including all persons designated by the Buyer, Co-Investor shall have the right, at reasonable times right to enter onto review and physically inspect the Property for Tranche II Locations and Co-Investor shall have the purpose of investigation, discovery right to review any and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance of the Property. Buyer shall provide Seller reasonable notice of Xxxxx’s entry onto the Property and shall schedule such access all matters relating to the Property with Seller. Buyer will not unreasonably interfere with the operation of the PropertyTranche II Locations as Co-Investor may deem appropriate in its discretion. If Xxxxx is dissatisfied, for any reason Co-Investor determines in Xxxxx’s its sole discretion, with and absolute discretion during the results of Xxxxx’s investigationsCo-Investor Investigation Period that any or all Locations are unsatisfactory to Co-Investor, then Buyer Investor LP may cancel this Agreement by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement notify Operator LP prior to the expiration of the Co-Investor Investigation PeriodPeriod in writing that Co-Investor has elected not to proceed to Closing hereunder and to terminate this Agreement with respect to with respect to all Tranche II Locations. In addition, Escrow Agent if Co-Investor identifies any matter with respect to the environmental condition of any Location (an “Environmental Defect”), then Investor LP shall return the Deposit to Buyer, together with any interest earned thereon. Upon a termination of the Agreement by Buyer notify Operator LP prior to the expiration of the Co-Investor Investigation PeriodPeriod in writing that Co-Investor has elected not to proceed to Closing hereunder and to terminate this Agreement with respect to that Location, both parties subject to Sections 2.4 and Section 2.5 below. Operator LP shall not be released entitled to and is hereby estopped from objecting to the determination of Co-Investor with respect to its evaluation of the Locations and its right to terminate this Agreement during the Co-Investor Investigation Period with respect to any or all further obligations provided in this Agreementof the Tranche II Locations. In the event the Buyer Investor LP does not elect to cancel terminate this Agreement prior pursuant to the expiration terms of this Section 2.1 with respect to all of the Investigation Period, then Tranche II Locations (or with respect to any Location which involves an Environmental Defect): (i) Investor LP and Co-Investor shall be deemed to have waived the Deposit shall become non-refundable (except as otherwise contingency set forth in this AgreementSection 2.1 (but not any other condition precedent to Closing set forth herein), but applicable to ; and (ii) Investor LP and Co-Investor shall have a continuing right until the Purchase Price, and Closing or the parties shall proceed toward Closing. Notwithstanding any provision in earlier termination of this Agreement to the contraryinspect each Location, Xxxxx does and subject to advance notification of Operator LP as provided above. The rights set forth in this Section 2.1 shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreementbe in addition to any due diligence rights with respect to a Substitute Location granted to Investor LP with respect to a Substitute Location pursuant to Section 2.5. If Buyer does not close on the purchase of the Property under any Exhibit F Sites are added to this Agreement, Buyer shall return the Property to the condition in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns Agreement as Substitute Locations or pursuant to this AgreementSection 1.5, the parties acknowledge that Investor LP shall have additional due diligence rights with respect to such Exhibit F Sites as set forth in Section 2.5 below.

Investigation Period. Commencing Beginning upon the date of Buyer's and Seller's execution and delivery of the Entry Permit (as defined below), and terminating as of the Effective Date and continuing for a period of sixty (60) days thereafter 12:00 noon PST on Monday, November 24, 1997 (the “"Investigation Period”"), Buyer may, subject to the Buyerlimitations set forth in this Agreement and in the Entry Permit, including investigate any and all persons designated by the Buyer, shall have the right, at reasonable times to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance aspects of the Property. To the extent Buyer is entitled to investigate particular matters during the Investigation Period, Seller, at no cost or expense to Seller, shall provide Seller reasonable notice of Xxxxx’s entry onto reasonably cooperate with Buyer to the Property and shall schedule such access extent Seller's cooperation is required for Buyer to obtain public information pertaining to the Property with Sellerfrom governmental agencies. If, in Buyer's sole discretion, Buyer will not unreasonably interfere with the operation disapproves of any aspect of the Property. If Xxxxx is dissatisfied, in Xxxxx’s sole discretion, with the results of Xxxxx’s investigations, then Buyer may cancel this Agreement the Escrow by notifying Notice to Seller of such cancellation, in writing, no later than delivered to Seller on or before 5:00 p.m. PST on the last day of the Investigation Period (if Period. If Buyer does not a business daytimely cancel Escrow as set forth in the above sentence, then it Buyer shall be unconditionally obligated to purchase both the next business dayGlendale Property and the Wilshire Property without any contingencies (other than Section 7(a) conditions precedent). Upon termination of the Investigation Period without timely cancellation of Escrow, the Deposit shall be non-refundable in favor of Seller, and shall be released to Seller by Escrow Agent without further act of Buyer. If Escrow is canceled during the Investigation Period in accordance herewith, Buyer shall deliver to Seller, for retention by Seller, all information, studies, and reports obtained or made by Buyer or its agents relating to the Property. In addition, if Escrow is canceled during the event Investigation Period in accordance herewith, Seller shall instruct Escrow Agent to refund the Deposit to Buyer, net only of Buyer's share of costs and expenses of the Escrow and title. The inspection, investigation and survey of the Land and other portions of the Property by Buyer terminates shall be in lieu of any notice or disclosure required by Section 25359.7 of the Agreement prior California Health and Safety Code, or by any provision of the Civil Code or pursuant to any other applicable law, and Buyer hereby waives any requirement for a notice pursuant to those provisions. Buyer shall be deemed to have approved all soil and other physical conditions pertaining to the Property unless it cancels Escrow in accordance herewith on or before the end of the Investigation Period. Notwithstanding anything to the contrary herein, if Buyer desires to undertake any testing, investigation or inspection of the Land with respect to the presence of hazardous or toxic substances or any substance which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action or policy, Buyer shall perform such inspections, investigations or tests on or before the expiration of the Investigation Period, Escrow Agent shall return the Deposit to Buyer, together with any interest earned thereon. Upon a termination of the Agreement by Buyer prior to the expiration of the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to the expiration of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise set forth in this Agreement), but applicable to the Purchase Price, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, using only environmental engineers or arising consultants from the investigation approved list of or entry upon the Property, or other acts undertaken engineers and consultants to be provided by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase of the Property under this Agreement, Buyer shall return the Property to the condition in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this AgreementSeller.

Investigation Period. Commencing as Within ten (10) days after the Effective Date, Seller shall provide to Buyer copies of all of the materials listed on Exhibit E attached hereto (“Due Diligence Materials”) that have not been provided to Buyer prior to the Effective Date. Buyer shall have until the date that is seventy-five (75) days after the Effective Date and continuing for a period of sixty (60) days thereafter (the “Investigation Period”), ) to review the Buyer, including condition of the Property and to perform all persons designated by due diligence necessary to satisfy itself as to the Buyer, shall have the right, at reasonable times to enter onto sufficiency of the Property for the purpose of investigation, discovery and testing of such PropertyBuyer’s intended use, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studieseconomic feasibility, the drainage physical condition of the improvements, water, sewer and subsurface soil conditions being satisfactory other utilities and services to the Property, and the existence of hazardous or toxic substances or pollutants. Seller shall grant Buyer convenient and regular access to the Property for Buyer’s use and maintenance purposes of completing its evaluation of the Property. Buyer shall provide indemnify, defend and hold Seller reasonable notice harmless for, from, and against any and all liability, loss, cost, damage, or expense that Seller may incur by reason of any acts or omissions of Buyer or Xxxxx’s entry onto the Property and shall schedule such access to the Property with Seller. Buyer will not unreasonably interfere with the operation of Agents or Invitees on the Property. If Xxxxx is dissatisfied, in Buyer shall have no liability for discovery of pre-existing conditions (e.g. Buyer shall not be responsible for remediating environmental contamination discovered but not caused by Xxxxx’s sole discretion, with the results of Xxxxx’s investigations, then ). Buyer may cancel terminate this Agreement by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement at any time prior to the expiration of the Investigation PeriodPeriod by delivering written notice of such termination to Seller and Title Company, Escrow Agent upon which termination the Xxxxxxx Money Deposit shall return be paid to Buyer and neither Party shall thereafter have any further obligations under this Agreement except for those obligations that survive the Deposit to Buyer, together with any interest earned thereon. Upon a termination of the Agreement by Buyer prior to the expiration of the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the If Buyer does not elect fails to cancel terminate this Agreement prior to the expiration end of the Investigation Period, then (a) the Xxxxxxx Money Deposit shall become non-refundable (nonrefundable to Buyer except as otherwise set forth provided in this Agreement), but applicable to in the Purchase Price, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrary, Xxxxx does and shall indemnify and hold harmless case of Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase of the Property default under this Agreement, Buyer shall return or the Property to the condition is condemned and this Agreement is terminated as provided in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this Agreement.Section

Investigation Period. a. Commencing as of on the Effective Date and continuing for a period of Date, the Buyer shall have sixty (60) days thereafter ("Investigation Period") in which to determine that the Property can be improved with a rental apartment project pursuant to a plan feasible and satisfactory to the Buyer in its sole discretion (the “"Intended Improvements"). The inclusion of the Investigation Period in this Agreement shall not in any manner alter, modify or limit the conditions precedent to closing set forth in Paragraph 5.00 hereof or Seller's Warranties set forth in Paragraph 10.00 hereof. Seller acknowledges that Buyer will be expending funds during the Investigation Period”), and that such expenditures constitute full and valuable consideration for this Agreement and the BuyerInvestigation Period. b. Among other things, including all persons designated by during the Buyer, Investigation Period the Buyer shall have review the right, at reasonable times (i) adequacy of utility service which is or will be made available to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance a boundary of the Property; (ii) impact fees and other charges which will be incurred in connection with the development of the Property, including sewer and water connection fees; (iii) soil conditions; (iv) market surveys relating to the need for Buyer's intended improvement in the area of the Property; and (v) any such other items as Buyer may deem pertinent. During the Investigation Period, Seller shall provide Buyer and its agents with access to the Property and Buyer shall be permitted to clear the Property as necessary for survey purposes and soil borings. c. The Buyer hereby indemnifies and holds the Seller harmless from any damage, loss, cost or expense including, but not limited to, attorneys' fees and costs incurred by the Seller as a result of the negligence, recklessness or willful misconduct of any of Buyer's agents or employees who enter the Property. Prior to entering onto the Property, Buyer shall provide Seller reasonable notice with evidence of Xxxxx’s entry onto liability insurance coverage reasonably satisfactory to Seller. Buyer shall have no indemnification obligation or other liability for, or in connection with any claims arising from pre-existing conditions on or under the Property, or those arising from the presence, discovery, or disturbance of "Hazardous Substances" as such term is defined in the Comprehensive Environmental Response, Compensation and Liability Act. 42 U.S.C. ss. 96-0 et seq. and the regulations promulgated thereunder (as amended from time to time) and shall include oil and oil waste as those terms are defined in the Clean Water Act, 33 U.S.C. ss1251 et seq. and the regulations promulgated thereunder (as amended from time to time), the Resource, Conservation and Recovery Act, 42 U.S.C.ss6901 et seq. and the Florida Resource Recovery and Management Act, Florida Statutes ss403.70-403.73, each as amended from time to time and shall include any other elements or compounds contained in the list of hazardous substances adopted by the United States Environmental Protection Agency (the "EPA") and the list of toxic pollutants designated by Congress or the EPA as defined by any other Federal, State or local statute, law, ordinance, code, rule, regulation, order or decree relating to standards of conduct concerning any toxic or dangerous waste or substance. d. Within fifteen (15) days after the Effective Date, Seller agrees to provide Buyer with copies of all documents in Seller's possession pertaining to the Property and shall schedule such access the proposed development thereof, if any, including , but not limited to, surveys, site plans, proposed governmental regulations, agreements relating to school, water, sewer, road and recreational impact fees, association documents, developers agreements (whether recorded or not), and any other document in Seller's possession or in the Property with Seller. Buyer will not unreasonably interfere with possession of any of Seller employees, agents or independent contractors, if any. e. If for any reason the operation of the Property. If Xxxxx is dissatisfiedBuyer, in Xxxxx’s its sole discretion, with determines during the results of Xxxxx’s investigationsInvestigation Period that the Intended Improvements cannot be built on the Property, then Buyer may cancel this Agreement by notifying Seller of such cancellation, in writing, no later than 5:00 6:00 p.m. on the last day of the Investigation Period (if Period, the Buyer shall, in writing, notify the Seller that it has elected not a business day, then it to proceed and thereupon the Deposit shall be returned to the next business day)Buyer and the parties hereto shall be relieved of all liabilities and obligations under this Agreement. In the event event, Buyer terminates the Agreement fails to notify Seller in writing prior to the expiration of the Investigation Period, Escrow Agent Buyer shall return the Deposit be deemed to Buyerhave elected to proceed. If Buyer elects not to proceed, together it will provide Seller with any interest earned thereon. Upon a termination copies of the Agreement by Buyer prior to the expiration of surveys, soil tests and third party market studies, if any, which it has obtained during the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to the expiration of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise set forth in this Agreement), but applicable to the Purchase Price, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase of the Property under this Agreement, Buyer shall return the Property to the condition in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this Agreement.

Investigation Period. Commencing as of the Effective Date and continuing for a period of sixty (60) days thereafter Purchaser shall have until December 18, 2015 (the “"Investigation Period”), the Buyer, including ") to review all persons designated by the Buyer, shall have the right, at reasonable times to enter onto the Property for the purpose aspects of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance of the Property. Buyer shall provide Seller reasonable notice of Xxxxx’s entry onto the Property and shall schedule such access the proposed development thereof. Unless Purchaser delivers to the Property with Seller. Buyer will not unreasonably interfere with the operation Seller prior to expiration of the Property. If Xxxxx is dissatisfiedinvestigation Period a written notice that Purchaser intends to proceed to Closing, in Xxxxx’s sole discretion, with the results of Xxxxx’s investigations, then Buyer may cancel this Agreement by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement prior to the terminate upon expiration of the Investigation Period, Escrow Agent whereupon Purchaser and Seller shall return have no further liabilities or obligations under this Agreement (other than Purchaser’s indemnification obligations set forth below) and the Deposit will be returned to BuyerPurchaser. In connection with Purchaser’s investigations, together with any interest earned thereon. Upon a termination of until Closing hereunder, Purchaser and its employees, agents, contractors, consultants and representatives shall have the Agreement by Buyer prior right, upon reasonable notice to Seller: (i) to have reasonable access, during normal business hours, to inspect the books, records, files, operating reports and other information relating to the expiration of the Investigation Period, both parties shall be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to the expiration of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise set forth in this Agreement), but applicable to the Purchase PriceProperty, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement related correspondence files; (ii) to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry enter upon the Property, accompanied by a representative of Seller if Seller so requests, during normal business hours, subject to the rights of Tenant under the Lease and avoiding causing an unreasonable disruption of the operations of the Property, to inspect, survey, measure, review, analyze or appraise the Property, including without limitation a so-called “Phase I” environmental assessment of the Property, provided that Purchaser shall not undertake any physically intrusive environmental testing without Seller’s prior written consent, which consent shall be withheld in Seller’s sole discretion; and (iii) to conduct interviews with Tenant (provided that Purchaser shall give Seller at least 24 hours’ advance notice of any tenant interviews and the opportunity to accompany the Purchaser on any interviews). Any request to conduct physically intrusive environmental testing shall be delivered to Seller and Seller’s counsel and shall be accompanied by (A) a detailed scope of work, (B) the name of the proposed consultant who will perform the test, (C) the proposed date and time for the testing, and (D) such other acts undertaken information as Seller may reasonably request. Seller shall have five (5) business days in which to approve or disapprove in writing such proposed testing by Buyerwritten notice (which notice shall provide in reasonable detail any reasons for disapproval) to Purchaser, and absent Purchaser’s receipt of such notice within such five (5) business day period, Seller shall be deemed to have approved such testing. Purchaser shall give Seller advance written notice of any such tests so as to allow Seller and its agentsconsultants an opportunity to attend the tests. Purchaser shall restore the Property to its former condition, contractorsso far as reasonably possible, employees or assigns, under this Agreement. If Buyer does not close on the purchase following any disturbance of the Property under this Agreementcaused by Purchaser's investigations. Purchaser shall indemnify, Buyer shall return defend and hold harmless Seller for any claim or damage or any contamination of the Property to which may be proximately caused by Purchaser or its representatives entering upon the condition in which is existed Property after the date hereof (provided, however, that Purchaser shall not be liable for the mere discovery of any hazardous materials or conditions on, at or under the Property), and shall provide Seller, prior to any investigations undertaken by Buyersuch entry, its agentswith an insurance certificate listing Seller as an additional insured and showing liability coverage in the amount of at least $1,000,000. Purchaser’s obligations to restore the Property and to indemnify Seller, employees and assigns pursuant to as set forth above, shall survive the termination of this Agreement.

Investigation Period. Commencing as A. The Purchaser shall have a period of fifteen (15) calendar days from the Effective Date and continuing for a period of sixty (60) days thereafter (the “Investigation Period”)) to physically inspect the Property, to evaluate the Buyer, including all persons designated by the Buyer, shall have the right, at reasonable times to enter onto financial viability of acquiring the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for BuyerPurchaser’s intended use and maintenance of to investigate and confirm any and all other matters which the Property. Buyer shall provide Seller reasonable notice of Xxxxx’s entry onto the Property and shall schedule such access Purchaser may desire to the Property confirm with Seller. Buyer will not unreasonably interfere with the operation of respect to the Property. If Xxxxx the Purchaser is dissatisfied, in Xxxxx’s sole discretion, not satisfied with the results of Xxxxx’s investigationsits inspection, then Buyer may cancel evaluation and investigation of the Property, or if the Purchaser elects not to proceed with the transaction contemplated by this Agreement by notifying Seller of such cancellationfor any other reason, or for no reason, in the Purchaser’s sole and absolute discretion, the Purchaser may terminate this Agreement, in the manner hereinafter provided. B. If the Purchaser notifies the Seller, in writing, no later than 5:00 p.m. on (the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement “Notice to Proceed”) at any time prior to the expiration of the Investigation Period, Escrow Agent shall return that the Deposit to Buyer, together Purchaser is satisfied with any interest earned thereon. Upon a termination its inspection and evaluation of the Property and intends to proceed with the purchase of the Property, the Purchaser’s right to terminate this Agreement by Buyer under this Paragraph 8 shall be waived and this Agreement shall remain in full force and effect. If the Purchaser does not provide the Notice To Proceed prior to the expiration of the Investigation Period, this Agreement shall automatically terminate and be of no further force and effect and the Title Company shall immediately return the Deposit to the Purchaser and both parties shall be released from all further duties and obligations under this Agreement, except as otherwise specifically provided in this Agreement. In the event the Buyer does not elect to cancel this Agreement prior to . C. On or before the expiration of the Investigation Period, then the Deposit Purchaser may deliver written notice to the Seller (the “Property Contracts Notice”) specifying any Property Contracts with respect to which the Purchaser desires to have the Seller deliver notices of termination at the Closing (the “Terminated Contracts”) whereupon such Terminated Contracts shall become non-refundable (except as otherwise not be assigned to, or assumed by, the Purchaser. To the extent that any such Terminated Contract requires payment of a penalty or premium for cancellation, the Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If the Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Investigation Period, there shall be no Terminated Contracts and the Purchaser shall assume all Property Contracts at the Closing. Notwithstanding anything to the contrary set forth in this Agreement)paragraph, but applicable prior to the Purchase Price, Closing Date the Seller shall terminate any and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement all management contracts pertaining to the contrary, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, or other acts undertaken by Buyer, its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close on the purchase of the Property under this Agreement, Buyer shall return the Property to the condition in which is existed prior to any investigations undertaken by Buyer, its agents, employees and assigns pursuant to this Agreement.

Investigation Period. Commencing as of (a) For the period beginning with the Effective Date and continuing for a period of sixty extending through 5:00 p.m. on the thirtieth (6030th) days thereafter day following the Effective Date (the “"Investigation Period”"), the Buyer, including all persons designated by the Buyer, Purchaser shall have the rightright to terminate this Agreement as provided in Paragraph 15 if Purchaser determines, at reasonable times in its sole and absolute discretion, not to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance of the Property. Buyer shall provide Seller reasonable notice of Xxxxx’s entry onto the Property and shall schedule such access to the Property with Seller. Buyer will not unreasonably interfere with the operation of purchase the Property. If Xxxxx no notice of termination is dissatisfied, in Xxxxx’s sole discretion, with the results of Xxxxx’s investigations, then Buyer may cancel this Agreement given by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement Purchaser prior to the expiration of the Investigation Period, Escrow Agent Purchaser and Seller shall return proceed toward Closing in accordance with the Deposit to Buyerother terms of this Agreement, together with any interest earned thereon. Upon a termination including Purchaser’s delivery of the Agreement by Buyer prior to the expiration Additional Deposit in accordance with Paragraph 2. (b) Seller shall cooperate with Purchaser in connection with its evaluation of the Investigation Period, both parties shall be released from all further obligations Property. Seller has provided in this Agreement. In Purchaser on or before the event the Buyer does not elect to cancel this Agreement prior to the expiration Effective Date with copies of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise documents and instruments set forth in this Agreement)Schedule 2 (collectively, but applicable the "Property Information") to the Purchase Price, extent in Seller’s possession or control. In addition to the Property Information and the parties Loan Documents, Seller shall proceed toward Closing. Notwithstanding any provision provide Purchaser with copies of such other reports, studies, leases (other than copies of each individual tenant lease) and other documents in this Agreement Seller’s possession or control related to the contraryProperty as Purchaser shall reasonably request. Purchaser shall have no obligation to pay Seller for any of such reports, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, studies or other acts undertaken documents provided by BuyerSeller to Purchaser, all of which shall be provided at no cost to Purchaser. Purchaser agrees that it will preserve the confidentiality of all such documents provided by Seller; that it will not divulge the existence or contents of any such documents to any persons, except to its agentsattorneys, contractorsadvisors, employees or assignsconsultants, under this Agreement. If Buyer does not close on lenders and others employed by Purchaser to assist it in the purchase of the Property under Property, each of whom shall likewise observe and preserve such confidentiality, subject to any obligation on the part of such person to disclose or deliver such information pursuant to court order or as required pursuant to applicable laws. The foregoing confidentiality obligations shall survive any termination of this AgreementAgreement but shall terminate at Closing in the event Closing occurs hereunder. (c) In the event that this Agreement is terminated without completion of the transaction contemplated herein, Buyer Purchaser shall return the Property to the condition in which is existed prior Seller all documents provided to any investigations undertaken by Buyer, its agents, employees and assigns Purchaser pursuant to this Agreement, and shall additionally provide to Seller copies of all third party studies or reports obtained by Purchaser pertaining to the Property during the course of its investigations and inspections, it being understood that Seller shall have no right to rely on any such reports without the consent of the person or persons preparing such studies and reports. The foregoing obligations shall survive any termination of this Agreement, but shall terminate at Closing in the event that Closing occurs hereunder.

Investigation Period. Commencing as of (a) For the period beginning with the Effective Date and continuing for a period of sixty extending through 5:00p.m on the thirtieth (6030th) days thereafter day following the Effective Date (the “"Investigation Period”"), the Buyer, including all persons designated by the Buyer, Purchaser shall have the rightright to terminate this Agreement as provided in Paragraph 15 if Purchaser determines, at reasonable times in its sole and absolute discretion, not to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, concurrency, zoning, environmental studies, the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance of the Property. Buyer shall provide Seller reasonable notice of Xxxxx’s entry onto the Property and shall schedule such access to the Property with Seller. Buyer will not unreasonably interfere with the operation of purchase the Property. If Xxxxx no notice of termination is dissatisfied, in Xxxxx’s sole discretion, with the results of Xxxxx’s investigations, then Buyer may cancel this Agreement given by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day of the Investigation Period (if not a business day, then it shall be the next business day). In the event Buyer terminates the Agreement Purchaser prior to the expiration of the Investigation Period, Escrow Agent Purchaser and Seller shall return proceed toward Closing in accordance with the Deposit to Buyerother terms of this Agreement, together with any interest earned thereon. Upon a termination including Purchaser's delivery of the Agreement by Buyer prior to the expiration Additional Deposit in accordance with Paragraph 2. (b) Seller shall cooperate with Purchaser in connection with its evaluation of the Investigation Period, both parties shall be released from all further obligations Property Seller has provided in this Agreement. In Purchaser on or before the event the Buyer does not elect to cancel this Agreement prior to the expiration Effective Date with copies of the Investigation Period, then the Deposit shall become non-refundable (except as otherwise documents and instruments set forth in this Agreement)Schedule 2 (collectively, but applicable the “Property Information”) to the Purchase Price, extent in Seller’s possession or control. In addition to the Property Information and the parties Loan Documents, Seller shall proceed toward Closing. Notwithstanding any provision provide Purchaser with copies of such other reports, studies, leases (other than copies of each individual tenant lease) and other documents in this Agreement Seller’s possession or control related to the contraryProperty as Purchaser shall reasonably request. Purchaser shall have no obligation to pay Seller for any of such reports, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, studies or other acts undertaken documents provided by BuyerSeller to Purchaser, all of which shall be provided at no cost to Purchaser. Purchaser agrees that it will preserve the confidentiality of all such documents provided by Seller; that it will not divulge the existence or contents of any such documents to any persons, except to its agentsattorneys, contractorsadvisors, employees or assignsconsultants, under this Agreement. If Buyer does not close on lenders and others employed by Purchaser to assist it in the purchase of the Property under Property, each of whom shall likewise observe and preserve such confidentiality, subject to any obligation on the part of such person to disclose or deliver such information pursuant to court order or as required pursuant to applicable laws. The foregoing confidentiality obligations shall survive any termination of this AgreementAgreement but shall terminate at Closing in the event Closing occurs hereunder. (c) In the event that this Agreement is terminated without completion of the transaction contemplated herein, Buyer Purchaser shall return the Property to the condition in which is existed prior Seller all documents provided to any investigations undertaken by Buyer, its agents, employees and assigns Purchaser pursuant to this Agreement, and shall additionally provide to Seller copies of all third party studies or reports obtained by Purchaser pertaining to the Property during the course of its investigations and inspections, it being understood that Seller shall have no right to rely on any such reports without the consent of the person or persons preparing such studies and reports. The foregoing obligations shall survive any termination of this Agreement, but shall terminate at Closing in the event that Closing occurs hereunder.

Investigation Period. Commencing as of Buyer shall have until 5:00 p.m. on the Effective Date and continuing for a period of sixty day which is thirty (6030) days thereafter following the Opening of Escrow (the “Investigation Period”), "INVESTIGATION PERIOD") to perform any and all investigations which Buyer deems necessary to determine whether Buyer will purchase the Buyer, including all persons designated by the Buyer, shall have the right, at reasonable times to enter onto the Property for the purpose of investigation, discovery and testing of such Property, including, without limitation, surveyingphysical inspection of the Property, soil testing investigations with respect to the existing zoning and boringuse restrictions and phase I environmental matters. 3.1.1 Seller hereby grants to Buyer, hydrological studiesits agents and contractors during the Investigation Period a limited license (the "INVESTIGATIONS LICENSE") to enter upon the Property to conduct such surveys, concurrencystudies and investigations (collectively "INVESTIGATIONS") as Buyer deems necessary, zoningprovided that in performing such Investigations Buyer shall not (except as may be necessary for soils investigation or environmental investigation, environmental studies, in either event with Seller's prior written consent) excavate or otherwise disturb the drainage and subsurface soil conditions being satisfactory for Buyer’s use and maintenance condition of the Property. Buyer's conduct of the Investigations shall not unreasonably interfere with Seller's business operations on the Property. Prior to performing any of the Investigations, Buyer shall provide obtain any and all permits or authorizations (including, without limitation, the payment of all applicable fees) required by any public body or agency in connection therewith. Buyer shall indemnify, defend, and hold Seller and the Property harmless from and against all damage, loss or liability (including, without limitation, reasonable notice attorneys' fees and costs of Xxxxx’s court and mechanic's liens or claims) or claims or assertions thereof arising out of or in connection with the entry onto the Property by Buyer and its agents and contractors in the performance of the Investigations. The foregoing indemnity shall schedule such access survive the termination or expiration of this Agreement. After any entry, Buyer shall promptly restore the Property to the Property with Seller. same condition as before Buyer will not unreasonably interfere with the operation of entered upon the Property. If Xxxxx is dissatisfied, in Xxxxx’s sole discretion, The Investigations License shall be revocable by Seller at any time (but only with the results of Xxxxx’s investigations, then good cause) by written notice to Buyer may cancel this Agreement by notifying Seller of such cancellation, in writing, no later than 5:00 p.m. on the last day and shall automatically expire upon expiration of the Investigation Period unless Buyer either fails to deliver the Termination Notice (if not a business day, then it shall be as defined in Section 3.2) and is deemed to have elected to proceed with the next business day). In the event transaction or Buyer terminates the Agreement elects by written notice to Seller and Escrow Holder prior to the expiration of the Investigation Period, Escrow Agent Period to continue with the transaction in either of which events the Investigation License shall return continue in force until the Deposit earlier to Buyer, together with any interest earned thereon. Upon a occur of (i) termination of the Agreement Escrow or (ii) the Close of Escrow. 3.1.2 Promptly following the Opening of Escrow, Seller shall make available in Seller's offices in Arcadia, California for inspection by Buyer prior a copy of all information which Seller has in its possession or control with respect to the expiration of Property (collectively, "SELLER'S INFORMATION"), including any physical and environmental studies and reports, surveys, title Execution San Diego, CA (Miramar DistCntr) insurance policies, plans and specifications, service contracts, maintenance records and contracts, and operating expense statements (including tax and utility bills) for 1995 and year to date 1996. Buyer shall have the Investigation Period, both parties shall be released from all further obligations provided right to inspect and audit Seller's Information in this AgreementSeller's offices upon not less than twenty-four (24) hours prior notice to Seller. In the event the Buyer does not elect to cancel this Agreement prior to the expiration of the Investigation Period, then the Deposit shall become non-refundable (except Except as otherwise expressly set forth in this Agreement), but applicable Buyer acknowledges and agrees that Seller's presentation of Seller's Information is made without representation or warranty, express or implied, as to the Purchase Priceaccuracy, and the parties shall proceed toward Closing. Notwithstanding any provision in this Agreement to the contrarycompleteness, Xxxxx does and shall indemnify and hold harmless Seller, its agents, officers, directors, employees, successors and assigns, against all losses, claims, damages, liability, attorney’s and accountants’ fees and costs of litigation and all other expenses related to, growing out of, or arising from the investigation of or entry upon the Property, truth or other acts undertaken by property of the Seller's Information and that Buyer's agreement to close Escrow and purchase the Property shall be based solely on its own inspections, investigations and analysis. 3.1.3 Buyer agrees to maintain workers' compensation and comprehensive general liability insurance policies to cover its agents, contractors, employees or assigns, under this Agreement. If Buyer does not close activities on the purchase of Property and to keep the Property under this Agreement, Buyer shall return the Property to the condition in which is existed prior to free and clear of all mechanics' and materialmans' liens arising out of any investigations undertaken by Buyer, its agents, employees and assigns activities conducted pursuant to this Agreement. At least five (5) days before entering on the Property for any reason, Buyer shall deliver to Seller a certificate of insurance complying with the terms of this paragraph. The liability insurance policy shall have a combined liability limit of not less than Two Million Dollars ($2,000,000.00) bodily injury and property damage liability, shall be primary and noncontributing with any insurance which may be carried by Seller, and shall name Seller as an additional insured by an endorsement approved by Seller. The insurance policies shall be maintained and kept in effect by Buyer, at Buyer's sole expense, at all times during the term of the Investigations License. The insurance policies shall provide that they may not be canceled or modified without at least fifteen (15) days' prior written notice to Seller.