Common use of Investigation Period Clause in Contracts

Investigation Period. Seller acknowledges that, to enable Purchaser to proceed with this transaction, Purchaser will undertake or cause to have undertaken certain tests and studies, including but not limited to engineering and environmental studies and such other tests and studies that Purchaser, in its sole discretion, deems necessary (hereinafter collectively referred to as "TESTS AND STUDIES"), so as to determine whether, in Purchaser's sole discretion, it would be feasible, economically or otherwise, to go forward with Purchaser's acquisition of the Property. Purchaser shall have from the Execution Date of this Agreement until 5:00 p.m., M.S.T., on September 10, 2004 (herein, the "INVESTIGATION PERIOD") in which to determine the feasibility of its acquisition of the Property. If for any reason whatsoever during the Investigation Period Purchaser determines, in Purchaser's sole discretion, that the Property is not feasible for Purchaser's purposes, then Purchaser shall have the right to terminate this Agreement on or before the expiration of the Investigation Period, whereupon Escrow Agent shall return the Deposit to Purchaser immediately thereafter, and neither party shall thereafter have any further obligations or liabilities to the other hereunder, except for those matters which specifically survive the expiration or termination of this Agreement. A failure to notify Seller and Escrow Agent in writing on or before the expiration of the Investigation Period that Purchaser has waived its right to terminate this Agreement pursuant to this SECTION 3.1 shall be deemed as notice to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and the contingency contained in this SECTION 3.1 shall be deemed not satisfied as of such date.

Investigation Period. Seller acknowledges that, to enable Purchaser to proceed with this transaction, Purchaser will undertake or cause to have undertaken certain tests and studies, including but not limited to engineering and environmental studies and such other tests and studies that Purchaser, in its sole discretion, deems necessary (hereinafter collectively referred to as "TESTS AND STUDIES"), so as to determine whether, in Purchaser's sole discretion, it would be feasible, economically or otherwise, to go forward with Purchaser's acquisition of the Property. Purchaser shall have from until December 18, 2015 (the Execution Date "Investigation Period") to review all aspects of the Property and the proposed development thereof. Unless Purchaser delivers to Seller prior to expiration of the investigation Period a written notice that Purchaser intends to proceed to Closing, this Agreement until 5:00 p.m., M.S.T., on September 10, 2004 (herein, the "INVESTIGATION PERIOD") in which to determine the feasibility of its acquisition of the Property. If for any reason whatsoever during the Investigation Period Purchaser determines, in Purchaser's sole discretion, that the Property is not feasible for Purchaser's purposes, then Purchaser shall have the right to terminate this Agreement on or before the upon expiration of the Investigation Period, whereupon Escrow Agent 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 Purchaser. In connection with Purchaser’s investigations, until Closing hereunder, Purchaser immediately thereafterand its employees, agents, contractors, consultants and representatives shall have the 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 Property, and neither party shall thereafter have any further obligations or liabilities related correspondence files; (ii) to 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 hereunderinformation as Seller may reasonably request. Seller shall have five (5) business days in which to approve or disapprove in writing such proposed testing by written notice (which notice shall provide in reasonable detail any reasons for disapproval) to Purchaser, except 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 consultants an opportunity to attend the tests. Purchaser shall restore the Property to its former condition, so far as reasonably possible, following any disturbance of the Property caused by Purchaser's investigations. Purchaser shall indemnify, defend and hold harmless Seller for those matters any claim or damage or any contamination of the Property which specifically may be proximately caused by Purchaser or its representatives entering upon the 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 such entry, with 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, as set forth above, shall survive the expiration or termination of this Agreement. A failure to notify Seller and Escrow Agent in writing on or before the expiration of the Investigation Period that Purchaser has waived its right to terminate this Agreement pursuant to this SECTION 3.1 shall be deemed as notice to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and the contingency contained in this SECTION 3.1 shall be deemed not satisfied as of such date.

Investigation Period. Seller acknowledges thatThe “Investigation Period” shall commence on the date of this Agreement and shall expire twenty one (21) days from the date hereof at 5:00 p.m. eastern time, to enable Purchaser to proceed with this transactionunless extended as provided below. During the Investigation Period, Purchaser will undertake or cause and/or its agents and representatives, shall have the right to enter the Property and have undertaken certain tests the Property and studiesImprovements inspected, evaluated, analyzed, tested, appraised and/or assessed for any matter whatsoever, including but not limited to, condition of Improvements including structure, plumbing and mechanical systems and the presence of wood destroying insects; survey and boundaries of the Property including any easements serving the Property; the service agreements related to engineering the Property; market value; soil conditions; location of flood plains; presence of wetlands and necessary mitigation, if any; storm water drainage systems; presence of environmental studies contamination, including a Phase I environmental assessment; health and such safety conditions; access to utilities; access to public roads; signage; zoning; compliance with laws, codes and ordinances, and any other tests and studies matter desired by Purchaser. Solely in the event that Purchaser’s phase one environmental assessment (“Phase I Environmental Assessment”) and/or Survey (as defined below) is/are not complete as of the end of the Investigation Period, Purchaser shall have the unilateral right to extend the Investigation Period solely for purposes of completion and review of the Phase I Environmental Assessment and/or Survey for an additional twenty one (21) days in order to complete such investigations by giving Seller written notice thereof prior to the expiration of the initial twenty one (21) day Investigation Period. Notwithstanding the foregoing, to the extent Purchaser desires to undertake a Phase II environmental assessment of the Property that includes invasive sampling, soil borings, groundwater testing, monitoring xxxxx or invasive sampling or testing techniques during the Investigation Period, as it may be extended (collectively, the “Phase II Environmental Assessments”), the parties agree that the Phase II Environmental Assessments shall be undertaken and performed only with Seller’s prior approval (which approval shall not be unreasonably conditioned, withheld or delayed). Seller shall provide written notice of its approval or disapproval of any plan for Phase II Environmental Assessments within two (2) business days of Purchaser’s written request. If Seller fails to respond to such request by Purchaser, Seller shall be deemed to have approved Purchaser’s plans for its Phase II Environmental Assessments and Purchaser may proceed with such investigations in accordance with the terms of this Agreement. If Seller disapproves of Purchaser’s plans for its Phase II Environmental Assessments, Purchaser shall have the right to terminate this Agreement and receive a refund of the Deposit. If, for any reason, this Agreement terminates or if the Property is not transferred to Purchaser for any reason, the results, conclusions, reports and information regarding the environmental condition of the Property shall be held strictly confidential by Purchaser and Purchaser’s consultants and may only be disclosed to any third party after obtaining the prior written consent of Seller, unless such disclosure is required by law. Disclosures to Purchaser’s principals, employees, officers, shareholders, attorneys, accountants, advisors, consultants or investors shall be deemed authorized disclosures. Purchaser shall indemnify and hold Seller harmless from any and all claims, actions, losses, liabilities that arise from the unauthorized disclosure of any such information. The parties agree this obligation and indemnity shall survive termination of the Agreement. Purchaser agrees to pay all costs and expenses associated with the Purchaser’s inspections conducted pursuant to this Section 4, and Purchaser further agrees to repair and restore any damage to the Property and/or to any portions thereof resulting from or arising out of the Purchaser’s inspections if the transaction contemplated by this Agreement does not close. Purchaser and Xxxxxx agree to work together in good faith to determine the timing of Purchaser’s inspections to minimize interference with the operation of Seller’s business at the Property. Seller shall provide Purchaser or its representatives access to the Property during normal business hours with 24 hours’ notice thereof from Purchaser. In the event that, after conducting its investigations, Purchaser desires not to proceed with the Purchase of the Property for any reason or no reason at all, in its sole discretion, deems necessary (hereinafter collectively referred to as "TESTS AND STUDIES"), so as to determine whether, in Purchaser's sole discretion, it would be feasible, economically or otherwise, to go forward with Purchaser's acquisition of the Property. Purchaser shall have from the Execution Date of right to terminate this Agreement until 5:00 p.m., M.S.T., on September 10, 2004 (herein, by delivery of written notice of termination to Seller and the "INVESTIGATION PERIOD") in which Title Company prior to determine the feasibility of its acquisition expiration of the Propertyinitial Investigation Period (and excluding an extension of the Investigation Period, which is addressed below) (“Termination Notice”). If for any reason whatsoever during In the event Purchaser terminates this Agreement pursuant to its rights under this Section, and the Termination Notice is delivered before the expiration of the Investigation Period (excluding an extension of the Investigation Period, which is addressed below), then, (i) the full amount of the Deposit shall be promptly refunded to Purchaser, (ii) at the direction of Seller, Purchaser determines, in Purchaser's sole discretion, that shall return or destroy the Property Information (as defined below), and (iii) all rights, liabilities and obligations of the parties hereunder shall immediately and forever terminate with the exception of those rights, liabilities and obligations that are expressly intended to survive termination of this Agreement. In the event that Purchaser extends the Investigation Period due to the need for additional time to complete the Phase I Environmental Assessment and/or the Survey, Purchaser shall forever, waive release and discharge the right to terminate this Agreement based on this Section 4 as to any other matter, including as to the Phase I Environmental Assessment and/or Survey, if either have been delivered prior to expiration of the initial Investigation Period. In the event that Investigation Period is not feasible extended in accordance with the provisions of this Section 4, and the Phase I Environmental Assessment or Survey disclose material adverse conditions or defects (the finding of any “recognized environmental condition” in the Phase I Environmental Assessment shall constitute a material adverse condition for Purchaser's purposespurposes of this paragraph), then Purchaser shall have the right to terminate this Agreement on or before the by delivery of written notice to Seller prior to expiration of the extended Investigation Period, whereupon Escrow Agent shall return Period that states the Deposit grounds for such termination and includes a copy of the report (ie the Phase I Environmental Assessment or Survey) that discloses the defect being relied upon to Purchaser immediately thereafter, and neither party shall thereafter have any further obligations or liabilities to the other hereunder, except for those matters which specifically survive the expiration or termination of terminate this Agreement. A failure to notify Seller and Escrow Agent in writing on or before In the expiration of the Investigation Period that Purchaser has waived its event such right to terminate this Agreement pursuant to this SECTION 3.1 is timely and properly exercised, then (i), (ii) and (iii) of the preceding paragraph shall be deemed as notice to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and the contingency contained in this SECTION 3.1 shall be deemed not satisfied as of such dateapply.

Investigation Period. Seller acknowledges that, to enable Purchaser to proceed with this transaction, Purchaser will undertake or cause to have undertaken certain tests and studies, including but not limited to engineering and environmental studies and such other tests and studies that Purchaser, in its sole discretion, deems necessary (hereinafter collectively referred to as "TESTS AND STUDIES"), so as to determine whether, in Purchaser's sole discretion, it would be feasible, economically or otherwise, to go forward with Purchaser's acquisition of the Property. Purchaser shall have from the Execution Date of this Agreement until 5:00 p.m., M.S.T., on September 10, 2004 (herein, the "INVESTIGATION PERIOD") in which to determine the feasibility of its acquisition of the Property. If for any reason whatsoever during 10.1 During the Investigation Period Purchaser determinesPeriod, in Purchaser's sole discretionas defined below, that the Property is not feasible for Purchaser's purposes, then Purchaser shall have the right to conduct, at Purchaser's expense, whatever investigations, analyses and studies of the Property that Purchaser may deem appropriate to satisfy Purchaser with regard to: 10.1.1 the physical condition of the building(s) and other improvements included in the Property, including their structure, roofs, air conditioning, heating, electrical, plumbing and other mechanical systems; 10.1.2 the physical condition of all fixtures, equipment, furnishings and other items of property referred to in Section 1 above, an inventory of which shall be furnished by Seller at Seller's expense within ten (10) days following the execution of this Agreement; 10.1.3 the permitted uses of and improvements to the Property under applicable building and zoning ordinances and the present compliance or non-compliance with the same; 10.1.4 evidence of any hazardous waste or similar materials, and of Radon, in, on, under or about the Property; 10.1.5 all existing contracts and agreements affecting the Property, if any; and 10.1.6 Seller's operating statements for the last three (3) years (but not separate business records of Seller's ongoing business) for the Property for the period of Seller's ownership, which statements and related books and records Seller shall make available to Purchaser at all reasonable times at the Property. 10.2 If Purchaser for any reason and in Purchaser's exclusive judgment and sole discretion, elects to terminate this Agreement, then Purchaser may cancel this Agreement by notifying Seller of such cancellation on or before 5:00 p.m. on the expiration of thirtieth (30th) day (assuming it is a business day, otherwise on the next ensuring business day) following the Effective Date (the "Investigation Period"), whereupon Escrow Agent shall return the Deposit together with all interest earned on it to Purchaser immediately thereafter, and neither party both parties shall thereafter have any be released from all further obligations or liabilities to the other hereunder, except for those matters which specifically survive the expiration or termination of under this Agreement. A failure No inquiry, examination, or analysis made by Purchaser (or the results of them) shall reduce, limit or otherwise affect the representations and warranties made by Seller in this Agreement. 10.3 Seller shall cooperate with Purchaser in Purchaser's investigations and review of all records related to notify the Property. Notwithstanding any provisions in this Agreement to the contrary, Seller agrees, 4 5 covenants, represents and Escrow Agent in writing warrants that Seller will not enter into any new agreements with any tenants or occupants on or before after the expiration Effective Date. 10.4 The provisions of this section shall survive the Investigation Period that Purchaser has waived its right to terminate this Agreement pursuant to this SECTION 3.1 shall be deemed as notice to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and the contingency contained in this SECTION 3.1 shall be deemed not satisfied as of such dateClosing. 11.

Investigation Period. Seller acknowledges thatCommencing as of the Effective Date and continuing for a period of one hundred twenty (120) days thereafter (the “Investigation Period”), the Buyer, including all persons designated by the Buyer, shall have the right, at reasonable times to enable Purchaser to proceed with this transactionenter onto the Property for the purpose of investigation, Purchaser will undertake or cause to have undertaken certain tests discovery and testing of such Property, including, without limitation, surveying, soil testing and boring, hydrological studies, including but not limited to engineering concurrency, zoning, environmental studies, the drainage and environmental studies subsurface soil conditions being satisfactory for Buyer’s use and such other tests and studies that Purchaser, in its sole discretion, deems necessary (hereinafter collectively referred to as "TESTS AND STUDIES"), so as to determine whether, in Purchaser's sole discretion, it would be feasible, economically or otherwise, to go forward with Purchaser's acquisition maintenance of the Property. Purchaser Buyer shall have from provide Seller reasonable notice of Xxxxx’s entry onto the Execution Date Property and shall schedule such access to the Property with Seller. Buyer will not unreasonably interfere with the operation of the Property 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 until by notifying Seller of such cancellation, in writing, no later than 5:00 p.m., M.S.T., p.m. on September 10, 2004 (herein, the "INVESTIGATION PERIOD") in which to determine the feasibility last day of its acquisition of the Property. If for any reason whatsoever during the Investigation Period Purchaser determines, in Purchaser's sole discretion, that the Property is (if not feasible for Purchaser's purposesa business day, then Purchaser it shall have be the right next business day). In the event Buyer terminates the Agreement prior to terminate this Agreement on or before the expiration of the Investigation Period, whereupon Escrow Agent shall return the Deposit to Purchaser immediately thereafterBuyer, and neither party shall thereafter have together with any further obligations or liabilities to the other hereunder, except for those matters which specifically survive the expiration or interest earned thereon. Upon a termination of this Agreement. A failure the Agreement by Buyer prior to notify Seller and Escrow Agent in writing on or before the expiration of the Investigation Period that Purchaser has waived its right Period, both parties shall be released from all further obligations provided in this Agreement. In the event the Buyer does not elect to terminate 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 SECTION 3.1 shall be deemed as notice to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and the contingency contained in this SECTION 3.1 shall be deemed not satisfied as of such dateAgreement.

Investigation Period. Seller acknowledges thatDuring the period from the Effective Date until 5:00 PM (Chicago Time) on September 25, 2009 (the “Co-Investor Investigation Period”), upon the advance notification to enable Purchaser Operator LP for coordination and safety purposes, Co-Investor shall have the right to proceed with this transaction, Purchaser will undertake or cause review and physically inspect the Tranche II Locations and Co-Investor shall have the right to have undertaken certain tests review any and studies, including but not limited all matters relating to engineering and environmental studies and such other tests and studies that Purchaser, the Tranche II Locations as Co-Investor may deem appropriate in its sole discretion, deems necessary (hereinafter collectively referred to as "TESTS AND STUDIES"), so as to determine whether, in Purchaser's sole discretion, it would be feasible, economically or otherwise, to go forward with Purchaser's acquisition of the Property. Purchaser shall have from the Execution Date of this Agreement until 5:00 p.m., M.S.T., on September 10, 2004 (herein, the "INVESTIGATION PERIOD") in which to determine the feasibility of its acquisition of the Property. If for any reason whatsoever Co-Investor determines in its sole and absolute discretion during the Co-Investor Investigation Period Purchaser determines, in Purchaser's sole discretion, that the Property is not feasible for Purchaser's purposesany or all Locations are unsatisfactory to Co-Investor, then Purchaser shall have Investor LP may notify Operator LP prior to the right expiration of the Co-Investor Investigation Period in writing that Co-Investor has elected not to proceed to Closing hereunder and to terminate this Agreement on or before with respect to with respect to all Tranche II Locations. In addition, if Co-Investor identifies any matter with respect to the environmental condition of any Location (an “Environmental Defect”), then Investor LP shall 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, whereupon Escrow Agent subject to Sections 2.4 and Section 2.5 below. Operator LP shall return the Deposit not be entitled to Purchaser immediately thereafter, and neither party shall thereafter have any further obligations or liabilities is hereby estopped from objecting to the other hereunder, except for those matters which specifically survive the expiration or termination determination of this Agreement. A failure Co-Investor with respect to notify Seller and Escrow Agent in writing on or before the expiration its evaluation of the Investigation Period that Purchaser has waived Locations and its right to terminate this Agreement during the Co-Investor Investigation Period with respect to any or all of the Tranche II Locations. In the event Investor LP does not terminate this Agreement pursuant to the terms of this SECTION 3.1 Section 2.1 with respect to all of the Tranche II Locations (or with respect to any Location which involves an Environmental Defect): (i) Investor LP and Co-Investor shall be deemed as notice to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and have waived the contingency contained set forth in this SECTION 3.1 Section 2.1 (but not any other condition precedent to Closing set forth herein); and (ii) Investor LP and Co-Investor shall have a continuing right until the Closing or the earlier termination of this Agreement to inspect each Location, subject to advance notification of Operator LP as provided above. The rights set forth in this Section 2.1 shall be deemed not satisfied 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 any Exhibit F Sites are added to this Agreement as of Substitute Locations or pursuant to Section 1.5, the parties acknowledge that Investor LP shall have additional due diligence rights with respect to such dateExhibit F Sites as set forth in Section 2.5 below.

Investigation Period. Seller acknowledges thatDuring the first one hundred fifty (150) days after the Effective Date, to enable Purchaser to proceed with this transactionand termination as of 5:00 p.m. on such one hundred fiftieth (150th) day (the “Investigation Period”), Purchaser will undertake or cause may, subject to have undertaken certain tests the conditions set forth in Section 3.2 and studiesexcept as otherwise expressly provided herein, including but not limited at Purchaser’s sole cost and expense in all instances, perform a (i) Phase I Environmental Site Assessment to identify any potential contamination of the Properties (“Phase I”), (ii) a structural engineering and environmental studies survey (“Structural Report”) and such other tests tests, investigations, estimates, takeoffs and inquiries, surveys and site engineering studies that Purchaser(including, in its sole discretionwithout limitation, load bearing tests), as it deems necessary (hereinafter collectively referred and appropriate. This Agreement can be terminated by Purchaser prior to as "TESTS AND STUDIES"), so as to determine whether, in Purchaser's sole discretion, it would be feasible, economically or otherwise, to go forward with Purchaser's acquisition the expiration of the PropertyInvestigation Period, only upon the specific terms and conditions contained below, by delivering to Seller a notice thereof (which may be by facsimile or email) terminating the Agreement. If Purchaser shall have from the Execution Date of does not timely terminate this Agreement until 5:00 p.m.Agreement, M.S.T.as specifically permitted below, on September 10, 2004 (herein, or before the "INVESTIGATION PERIOD") in which to determine the feasibility expiration of its acquisition of the Property. If for any reason whatsoever during the Investigation Period then, except as otherwise provided in this Agreement, Purchaser determinesshall be unconditionally obligated to purchase the Properties, without any adjustments to the Purchase Price or any other obligations of Seller, subject to, and in accordance with, all of the terms and provisions of this Agreement, and the Deposit shall be non-refundable to Purchaser's sole discretion, that except as otherwise specifically set forth in this Agreement. If this Agreement is terminated by Purchaser in accordance with Section 3.1 hereof, Seller shall within one (1) day following receipt of such Notice, instruct Escrow Holder to refund the Property is not feasible for Deposit, less the Break-Up Fee (hereinafter defined), to Purchaser's purposes, then . Purchaser shall have the right to terminate this Agreement on for any reason, or before no reason, provided it submits, prior to the expiration of the Investigation Period, whereupon Escrow Agent shall return a Notice, confirming Purchaser’s termination election. If the Deposit to Phase I recommends further testing in the form of Phase II and Purchaser immediately thereafterrequests such additional testing, and neither party shall thereafter have any further obligations or liabilities to the other hereunderas provided more fully in Section 3.2 below, except for those matters which specifically survive the expiration or termination of this Agreement. A failure to notify Seller and Escrow Agent in writing on or before the expiration of the Investigation Period shall be extended day-for-day for each day that Purchaser has waived its right to terminate this Agreement pursuant to this SECTION 3.1 shall be deemed as notice delivers such request to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and the contingency contained in this SECTION 3.1 shall be deemed not satisfied as of thereafter until Seller responds regarding such daterequested Phase II.

Investigation Period. Beginning upon the opening of Escrow, and terminating as of 5:00 p.m. PDT on the date which is the later of (i) May 14, 1997, and (ii) seven (7) days after Seller's delivery of the Survey to Buyer (the "Investigation Period"), Buyer may, subject to the limitations set forth in this Agreement and in the Entry Permit (as defined below), investigate any and all 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 reasonably cooperate with Buyer to the extent Seller's cooperation is required for Buyer to obtain public information pertaining to the Property from governmental agencies. If, in Buyer's sole discretion, Buyer disapproves of any aspect of the Property (other than matters disclosed in or reasonably inferable from the Disclosure Reports (as defined below)), Buyer may cancel the Escrow by Notice to Seller acknowledges thatdelivered to Seller on or before 5:00 p.m. PDT, on (i) May 14, 1997 as to enable Purchaser all matters disapproved other than matters disclosed solely in the Survey, and (ii) the last day of the Investigation Period as to proceed with this transactionmatters disclosed solely in the Survey. If Buyer does not timely cancel Escrow as set forth in the above sentence, Purchaser will undertake Buyer shall be unconditionally obligated to purchase the 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, (i) Buyer shall deliver to Seller, for retention by Seller, all information, studies, and reports obtained or cause made by Buyer or its agents relating to the Property, and (ii) 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 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 undertaken certain tests approved all soil and studiesother physical conditions pertaining to the Land unless it has delivered to Seller on or before May 14, including but not limited 1997, Notice of disapproval specifically identifying each matter pertaining to engineering and environmental studies and such other tests and studies that Purchasersoils or physical conditions disapproved, which determination shall be made by Buyer in its sole discretion. Notwithstanding anything to the contrary herein, deems necessary (hereinafter collectively referred if Buyer desires to as "TESTS AND STUDIES")undertake any testing, so as to determine whether, in Purchaser's sole discretion, it would be feasible, economically investigation or otherwise, to go forward with Purchaser's acquisition inspection of the Property. Purchaser 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 have from the Execution Date of this Agreement until 5:00 p.m.perform such inspections, M.S.T., on September 10, 2004 (herein, the "INVESTIGATION PERIOD") in which to determine the feasibility of its acquisition of the Property. If for any reason whatsoever during the Investigation Period Purchaser determines, in Purchaser's sole discretion, that the Property is not feasible for Purchaser's purposes, then Purchaser shall have the right to terminate this Agreement investigations or tests on or before May 14, 1997, using only environmental engineers or consultants from the expiration approved list of the Investigation Period, whereupon Escrow Agent shall return the Deposit engineers and consultants to Purchaser immediately thereafter, and neither party shall thereafter have any further obligations or liabilities to the other hereunder, except for those matters which specifically survive the expiration or termination of this Agreement. A failure to notify Seller and Escrow Agent in writing on or before the expiration of the Investigation Period that Purchaser has waived its right to terminate this Agreement pursuant to this SECTION 3.1 shall be deemed as notice to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and the contingency contained in this SECTION 3.1 shall be deemed not satisfied as of such dateprovided by Seller.

Investigation Period. Within ten (10) days after the Effective Date, Seller acknowledges that, shall provide to enable Purchaser Buyer copies of all of the materials listed on Exhibit E attached hereto (“Due Diligence Materials”) that have not been provided to proceed with this transaction, Purchaser will undertake or cause Buyer prior to the Effective Date. Buyer shall have undertaken certain tests until the date that is seventy-five (75) days after the Effective Date (“Investigation Period”) to review the condition of the Property and studies, including but not limited to engineering and environmental studies and such other tests and studies that Purchaser, in its sole discretion, deems perform all due diligence necessary (hereinafter collectively referred to as "TESTS AND STUDIES"), so satisfy itself as to determine whetherthe sufficiency of the Property for Buyer’s intended use, in Purchaser's sole discretionincluding, it would be feasiblewithout limitation, economically economic feasibility, the physical condition of the improvements, water, sewer and other utilities and services to the Property, and the existence of hazardous or otherwise, toxic substances or pollutants. Seller shall grant Buyer convenient and regular access to go forward with Purchaser's acquisition the Property for purposes of completing its evaluation of the Property. Purchaser Buyer shall have from the Execution Date indemnify, defend and hold Seller harmless for, from, and against any and all liability, loss, cost, damage, or expense that Seller may incur by reason of this Agreement until 5:00 p.m., M.S.T., any acts or omissions of Buyer or Xxxxx’s Agents or Invitees on September 10, 2004 (herein, the "INVESTIGATION PERIOD") in which to determine the feasibility of its acquisition of the Property. If for any reason whatsoever during the Investigation Period Purchaser determines, in Purchaser's sole discretion, that the Property is not feasible for Purchaser's purposes, then Purchaser Buyer shall have the right to 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). Buyer may terminate this Agreement on or before at any time prior to the expiration of the Investigation PeriodPeriod by delivering written notice of such termination to Seller and Title Company, whereupon Escrow Agent upon which termination the Xxxxxxx Money Deposit shall return the Deposit be paid to Purchaser immediately thereafter, Buyer and neither party Party shall thereafter have any further obligations or liabilities to the other hereunder, under this Agreement except for those matters which specifically obligations that survive the expiration or termination of this Agreement. A failure If Buyer fails to notify Seller and Escrow Agent in writing on or before terminate this Agreement prior to the expiration end of the Investigation Period that Purchaser has Period, then (a) the Xxxxxxx Money Deposit shall become nonrefundable to Buyer except as otherwise provided in this Agreement, in the case of Seller’s default under this Agreement, or the Property is condemned and this Agreement is terminated as provided in Section 10.2 of this Agreement, and (b) Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to under this SECTION 3.1 Section, but such waiver shall be deemed as notice to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and the contingency contained limit any other right of Buyer set forth in this SECTION 3.1 shall be deemed not satisfied as of such dateAgreement to terminate this Agreement.

Investigation Period. Seller acknowledges thatDuring the period ending on the later of (i) thirty (30) days from the Effective Date or (ii) ten (10) days 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 enable Purchaser to proceed with this transaction, Purchaser will undertake or cause to have undertaken certain tests and studiesthe Properties, including but not limited to engineering and environmental studies and such other tests and studies that Purchaser, in its sole discretion, deems necessary (hereinafter collectively referred to as "TESTS AND STUDIES"), so as to determine whether, in Purchaser's sole discretion, it would be feasible, economically or otherwise, to go forward with Purchaser's acquisition i) examination of all physical aspects of the Property. Purchaser shall have from Properties, including obtaining soils and other investigations and reports concerning the Execution Date physical condition of this Agreement until 5:00 p.m.the Properties, M.S.T.(ii) investigating all zoning, on September 10code and all governmental requirements concerning the Properties, 2004 (hereiniii) obtaining any desired environmental assessments and reports concerning the Properties, (iv) investigating the "INVESTIGATION PERIOD"availability to the Properties of all utilities including water, sewer, gas, cable, electricity and telephone, (v) in which to determine determining the feasibility of its acquisition Buyer's intended use of the PropertyProperties, and (vi) reviewing copies of any pertinent reports and other documents concerning the Properties in Seller's possession. If for any reason whatsoever during Buyer and its authorized agents, employees or representatives shall be entitled to enter upon the Investigation Period Purchaser determines, in Purchaser's sole discretion, that the Property is not feasible for Purchaser's purposes, then Purchaser shall have the right Properties at all reasonable times prior to terminate this Agreement on or before the expiration of the Investigation Period, whereupon 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 Purchaser as near the same condition as they existed immediately thereafterprior 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 neither party shall thereafter have Seller's partners, agents, employees and representatives, and the Properties, harmless of, from and against any further obligations and all losses, liabilities, costs, expenses (including, without limitation, reasonable attorneys' fees and costs of court), damages, liens, claims (including, without limitation, mechanics' or liabilities materialmen's liens or claims of liens), actions and causes of action arising from or relating to the other hereunderentry 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 those matters which specifically survive any other reason not to proceed with the expiration or termination of transaction contemplated under this Agreement. A failure , then Buyer, as its sole and exclusive remedy, may terminate this Agreement by giving written notice thereof to notify Seller and Escrow Agent in writing on or before (with a copy to the Title Company) prior to the expiration of the Investigation Period that Purchaser has Period. If Buyer does not terminate this Agreement prior to the expiration of the Investigation Period, Buyer shall be deemed to have waived its any right Buyer may have to terminate this Agreement pursuant to this SECTION 3.1 Section. Notwithstanding anything to the contrary set forth in this Agreement, the covenants, agreements and indemnities of Buyer in this Section shall 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 deemed considered confidential proprietary information of Seller, not to be disclosed to any third parties except as notice expressly provided hereinafter. Notwithstanding the foregoing, except as otherwise set forth below, Buyer may disclose such information to Buyer's attorneys, accountants and other agents and affiliates reasonably necessary for the consummation 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 projections) shall be delivered to Seller that Purchaser has determined that the Property is not feasible for Purchaser's purposes and the contingency contained in immediately upon termination of this SECTION 3.1 Agreement. The foregoing obligations shall be deemed not satisfied as survive termination of such datethis Agreement.