Common use of Investigation Period Clause in Contracts

Investigation Period. 11.1 During the period from the Effective Date until April 23, 1999 (the "Investigation Period"), Purchaser shall have the right to conduct, at Purchaser's expense, whatever reasonable investigations, analyses and studies of the Property that Purchaser may deem appropriate to satisfy Purchaser with regard to: 11.1.1 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; 11.1.2 the physical condition of all fixtures, equipment, furnishings and other items of property referred to in Subsection 1.3 above, an inventory of which shall be furnished by Seller at Seller's expense within fifteen (15) days after the Effective Date; 11.1.3 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; 11.1.4 evidence of any hazardous waste or similar materials, and of Radon, in, on, under or about the Property; 11.1.5 all existing Contracts, Leases, lease files, lease abstracts, historical MRI reports (not including prospective information, such as budget projections, which are proprietary to Seller) and tenancies affecting the Property; and 11.1.6 Seller's historical operating statements for calendar year 1998 and year-to-date 1999 (as and when available). 11.2 Purchaser and its agents and employees shall have the right to enter upon the Property for the purpose of making inspections, at Purchaser's sole risk, cost and expense, and subject to the rights of tenants. No destructive testing shall be permitted. All of such entries upon the Property shall be at reasonable times during normal business hours and after at least one (1) business day's prior notice to Seller or Seller's agent, and Seller or Seller's agent shall have the right to accompany Purchaser during any activities performed by Purchaser on the Property. Seller shall make available to Purchaser at all times during business hours during the Investigation Period, and after the Investigation Period until the Closing Date, upon one (1) business day's prior notice, all

Investigation Period. 11.1 During the period from the Effective Date until April 23, 1999 (the "Investigation Period"), Purchaser shall have the right to conduct, at Purchaser's expense, whatever reasonable investigations, analyses and studies of the Property that Purchaser may deem appropriate to satisfy Purchaser with regard to: 11.1.1 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; 11.1.2 the physical condition of all fixtures, equipment, furnishings and other items of property referred to in Subsection 1.3 above, an inventory of which shall be furnished by Seller at Seller's expense within fifteen (15) days after the Effective Date; 11.1.3 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; 11.1.4 evidence of any hazardous waste or similar materials, and of Radon, in, on, under or about the Property; 11.1.5 all existing Contracts, Leases, lease files, lease abstracts, historical MRI reports (not including prospective information, such as budget projections, which are proprietary to Seller) and tenancies affecting the Property; and 11.1.6 Seller's historical operating statements for calendar year 1998 and year-to-date 1999 (as and when available). 11.2 Purchaser and its agents and employees shall have the right to enter upon the Property for the purpose of making inspections, at Purchaser's sole risk, cost and expense, and subject to the rights of tenants. No destructive testing shall be permitted. All of such entries upon the Property shall be at reasonable times during normal business hours and after at least one (1) business day's prior notice to Seller or Seller's agent, and Seller or Seller's agent shall have the right to accompany Purchaser during any activities performed by Purchaser on the Property. Seller shall make available to Purchaser at all times during business hours during the Investigation Period, and after the Investigation Period until the Closing Date, upon one (1) business day's prior notice, allall documents relating to the matters described in Section 11.1 above which are in Seller's possession for review and copying by Purchaser (the "Due Diligence Documents"). In addition, within five (5)

Investigation Period. 11.1 During the For a period from beginning on the Effective Date until April 23and continuing through December 22, 1999 2006 at 6:00 p.m. Eastern Standard Time (the "“Investigation Period"”), Purchaser shall have the right to conduct, at Purchaser's ’s expense, whatever reasonable investigations, analyses and studies of the Property that Purchaser may deem appropriate to satisfy Purchaser with regard including but not limited to: 11.1.1 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; 11.1.2 the physical condition of all fixtures, equipment, furnishings and other items of property referred to in Subsection 1.3 above, an inventory of which shall be furnished by Seller at Seller's expense within fifteen (15) days after the Effective Date; 11.1.3 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; 11.1.4 11.1.3 evidence of any hazardous waste or similar materials, and of Radon, in, on, under or about the Property;; and 11.1.5 11.1.4 all existing Contractscontracts, Leasesagreements, lease files, lease abstracts, historical MRI reports (not including prospective information, such as budget projections, which are proprietary to Seller) Leases and tenancies affecting the Property; and 11.1.6 Seller's historical operating statements for calendar year 1998 and year-to-date 1999 (as and when available), if any. 11.2 To the extent Sellers have not already done so, within three (3) business days after the Effective Date, Sellers, at Sellers’ sole cost and expense, shall deliver or make available to Purchaser by actual delivery (or by making available at the Property with respect to items (e), (i) and (l) on Exhibit E attached hereto) or by posting on Sellers’ due diligence website, copies of documents relating to the Property in Sellers’ possession as described in Exhibit E attached hereto and/or electronic files of such documents (collectively, the “Due Diligence Documents”). At Closing, Sellers shall deliver to Purchaser actual possession of all such Due Diligence Documents. 11.3 Notwithstanding any provisions in this Agreement to the contrary and except for those matters caused by the negligent acts or omissions of Sellers, Purchaser does and shall indemnify and hold harmless Sellers, their agents, employees, successors and assigns, against all losses, claims, damages, liability, attorneys’ and accountants’ fees and cost 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 Purchaser, its agents, employees or assigns, under this Agreement, including, without limitation, construction and materialmen’s liens. If Purchaser does not close on the purchase of the Property under this Agreement, it shall return the Property to the condition in which it existed prior to any investigations undertaken by Purchaser, its agents, employees and assigns pursuant to this Agreement. Notwithstanding anything to the contrary in this Section 11.3, this indemnification shall not apply to Purchaser’s discovery of existing conditions on the Property. 11.4 Until Closing or the termination of this Agreement, Purchaser, its agents and employees shall have the right to enter upon the Property for the purpose of making inspections, inspections at Purchaser's ’s sole risk, cost and expense, expense and subject to the rights of tenantsTenants. No destructive or invasive testing shall be permitted. Prior to Closing, (i) Sellers shall make available to Purchaser for interviews regarding the Property, Sellers’ personnel, agents and managers and (ii) Purchaser shall have the right to interview the Tenants leasing space in the Property. All of such entries upon the Property Property, and any discussion with any Tenants, shall be at reasonable times during normal business hours and after at least one (1) business day's ’s prior notice to Seller Sellers or Seller's Sellers’ agent, and Seller Sellers or Seller's Sellers’ agent shall have the right to accompany Purchaser during any activities performed by Purchaser on the Property. 11.5 The inspections under this Section 11 may include a Phase I environmental inspection of the Property, but no Phase II environmental inspection shall be performed without the prior written consent of Sellers, which may be withheld in Sellers’ sole and absolute discretion, and if permitted or consented to by Sellers, the proposed scope of work and the party who will perform the Phase II work shall be subject to Sellers’ review and approval. Seller Upon Sellers’ written request, if Purchaser terminates this Agreement, Purchaser shall make available deliver to Sellers copies of any Phase II or other environmental report to which Sellers consent as provided above. Purchaser, for itself and any entity affiliated with Purchaser, waives and releases Sellers and their employees, agents, officers, trustees, directors, beneficiaries and partners (collectively, the “Indemnitees”) from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, contingent or otherwise (including any action or proceeding, brought or threatened, or ordered by any appropriate governmental entity) made, incurred, or suffered by Purchaser or any entity affiliated with Purchaser relating to the presence, misuse, use, disposal, release or threatened release of any hazardous or toxic materials, chemicals or wastes at the Property and any liability or claim related to the Property arising under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, and the Toxic Substance Control Act, all times during business hours during as amended, or any other cause of action based on any other state, local, or federal environmental law, rule or regulation; provided, however, the foregoing release shall not operate to release any claim by Purchaser against any person or entity other than described above in this Section 11. The foregoing release shall not operate to release any claim by Purchaser for any (i) matters caused by Sellers, (ii) matters known to Sellers prior to Closing but not disclosed to Purchaser, or (iii) breaches by Sellers of Section 12.1.5 below. The provisions of this Section 11 shall survive indefinitely any Closing or termination of this Agreement and shall not be merged into the Closing documents. 11.6 To the maximum extent permitted by applicable law and except for Sellers’ representations, warranties and covenants in this Agreement and the documents of conveyance and assignment to be delivered at the Closing (“Sellers’ Warranties”), this sale is made and will be made without representation, covenant, or warranty of any kind (whether express, implied, or, to the maximum extent permitted by applicable law, statutory) by Sellers. As a material part of the consideration of this Agreement, Purchaser agrees to accept the Property on an “AS IS” and “WHERE IS” basis, with all faults and any and all latent and patent defects, and without any representation or warranty, all of which Sellers hereby disclaims, except for Sellers’ Warranties. Except for Sellers’ Warranties, no warranty or representation is made by Sellers as to (a) fitness for any particular purpose, (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation or income, (g) compliance with drawings or specifications, (h) absence of defects, (i) absence of hazardous or toxic substances, (j) absence of faults, (k) flooding, or (l) compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. Purchaser acknowledges that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance, and legal condition of the Property and that, except as otherwise provided in this Agreement, Purchaser is not now relying, and will not later rely, upon any representations and warranties made by Sellers or anyone acting or claiming to act, by, through or under or on Sellers’ behalf concerning the Property. The provisions of this Section 11 shall survive indefinitely any Closing or termination of this Agreement and shall not be merged into the Closing documents. 11.7 At any time prior to expiration of the Investigation Period, and after Purchaser may deliver to Sellers written notice of Purchaser’s intent to terminate this Agreement for any reason in Purchaser’s sole discretion. If Purchaser does not deliver written notice of termination prior to expiration of the Investigation Period until the Closing DatePeriod, upon one (1) business day's prior Purchaser shall be deemed to have waived its right to terminate pursuant to this Section. Upon delivery of such notice, allthe Deposit (together with all interest accrued thereon) shall be returned to Purchaser, and the parties shall have no further rights or obligations hereunder, except as provided in Section 11.3. If Purchaser so terminates this Agreement, Purchaser shall deliver to Sellers without cost to Sellers the Due Diligence Documents and all of Purchaser’s inspection reports and documents and other materials obtained by Purchaser during its investigation without any representation or warranty as to their accuracy.