Common use of Investigation Period Clause in Contracts

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 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 as to matters disclosed solely in the Survey. If Buyer does not timely cancel Escrow as set forth in the above sentence, 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 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 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 any federal, state or local statute, regulation, ordinance, order, action or policy, Buyer shall perform such inspections, investigations or tests on or before May 14, 1997, using only environmental engineers or consultants from the approved list of engineers and consultants to be provided by Seller.

Investigation Period. Beginning upon 10.1 During the opening Investigation Period, as defined below, Purchaser shall have the right to conduct, at Purchaser's expense, whatever investigations, analyses and studies of Escrowthe 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 terminating as 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. PDT on the date which thirtieth (30th) day (assuming it is a business day, otherwise on the later of (inext ensuring business day) May 14, 1997, and (ii) seven (7) days after Seller's delivery of following the Survey to Buyer Effective Date (the "Investigation Period"), Buyer maywhereupon Escrow Agent shall return the Deposit together with all interest earned on it to Purchaser and both parties shall be released from all further obligations under this Agreement. No inquiry, subject 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 the limitations set forth Property. Notwithstanding any provisions 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. Ifcontrary, in Buyer's sole discretionSeller agrees, Buyer disapproves of 4 5 covenants, represents and warrants that Seller will not enter into any aspect of the Property (other than matters disclosed in new agreements with any tenants or reasonably inferable from the Disclosure Reports (as defined below)), Buyer may cancel the Escrow by Notice to Seller delivered to Seller occupants on or before 5:00 p.m. PDT, on (i) May 14, 1997 as to all matters disapproved other than matters disclosed solely in after the Survey, and (ii) Effective Date. 10.4 The provisions of this section shall survive the last day of the Investigation Period as to matters disclosed solely in the SurveyClosing. If Buyer does not timely cancel Escrow as set forth in the above sentence, 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 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 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 any federal, state or local statute, regulation, ordinance, order, action or policy, Buyer shall perform such inspections, investigations or tests on or before May 14, 1997, using only environmental engineers or consultants from the approved list of engineers and consultants to be provided by Seller11.

Investigation Period. Beginning upon Assignor acknowledges and agrees that APAC shall undertake and perform a due diligence investigation of the opening Patents during the period of Escrowup to sixty (60) days following the Effective Date (the “Investigation Period”) for the purpose of forming its conclusions regarding the investigation of the Patents. In consideration of APAC’s due diligence investigation of the Patents, Assignor agrees that, during the Investigation Period and terminating 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 5:00 p.m. PDT on the date which is Patents. Assignor agrees to cooperate with APAC and to promptly provide to APAC any reasonably requested information regarding the Patents, including prompt delivery for receipt by APAC no later of (i) May 14, 1997, and (ii) than seven (7) days after Seller's delivery following the Effective Date of a copy of the Survey 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 Buyer 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")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, Buyer mayinformation and documents relating to the Patents is delayed. The Investigation Period will commence on the Effective Date and conclude on the earlier of: (a) sixty (60) calendar days following, but not including, the Effective Date, subject to the limitations extensions set forth in this Agreement and in Section 1.2; or (b) such time as APAC transmits written notice to Assignor of its conclusion regarding the Entry Permit (as defined below), investigate any and all aspects investigation of the Property; provided, however, that if such Investigation Period extends beyond May 14, 1997 (as a result of Seller's delivery Patents. APAC shall transmit timely written notice to Assignor or its conclusions regarding the investigation 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 Patents 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 later than (other than matters disclosed in or reasonably inferable from the Disclosure Reports (as defined below)), Buyer may cancel the Escrow by Notice to Seller 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 (ii1) the last day conclusion of the Investigation Period as detailed in subsection (a) above; or (2) fifteen (15) days after notification by Assignor to matters disclosed solely in APAC regarding the Survey. If Buyer does not timely cancel Escrow as set forth in the above sentenceShareholder Approval process, 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 whichever 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 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 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 any federal, state or local statute, regulation, ordinance, order, action or policy, Buyer shall perform such inspections, investigations or tests on or before May 14, 1997, using only environmental engineers or consultants from the approved list of engineers and consultants to be provided by Sellerlater.”

Investigation Period. Beginning upon During the opening of Escrowfirst one hundred fifty (150) days after the Effective Date, and terminating termination as of 5:00 p.m. PDT on the date which is the later of such one hundred fiftieth (i150th) May 14, 1997, and (ii) seven (7) days after Seller's delivery of the Survey to Buyer day (the "“Investigation Period"”), Buyer Purchaser may, subject to the limitations conditions set forth in this Agreement Section 3.2 and except as otherwise expressly provided herein, 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 Entry Permit Properties (as defined below“Phase I”), investigate any (ii) a structural engineering survey (“Structural Report”) and all aspects of the Property; providedsuch other tests, howeverinvestigations, that if such Investigation Period extends beyond May 14estimates, 1997 takeoffs and inquiries, surveys and site engineering studies (as a result of Seller's delivery of the Survey after May 7including, 1997 in accordance with Section 5(a) abovewithout limitation, load bearing tests), Buyer's investigation as it deems necessary and right appropriate. This Agreement can be terminated by Purchaser prior to cancel Escrow as a result the expiration 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, Selleronly upon the specific terms and conditions contained below, 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 delivering to Seller delivered to Seller a notice thereof (which may be by facsimile or email) terminating the Agreement. If Purchaser does not timely terminate this Agreement, as specifically permitted below, 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 expiration of the Investigation Period then, except as to matters disclosed solely otherwise provided in the Survey. If Buyer does not timely cancel Escrow as set forth in the above sentencethis Agreement, Buyer Purchaser shall be unconditionally obligated to purchase the Property Properties, without any contingencies (adjustments to the Purchase Price or any other than Section 7(a) conditions precedent). Upon termination obligations of Seller, subject to, and in accordance with, all of the Investigation Period without timely cancellation terms and provisions of Escrowthis Agreement, and the Deposit shall be non-refundable to Purchaser, except as otherwise specifically set forth in favor of Seller, and shall be released to Seller by Escrow Agent without further act of Buyerthis 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 is canceled during Holder to refund the Deposit, less the Break-Up Fee (hereinafter defined), to Purchaser. Purchaser shall have the right to terminate this Agreement for any reason, or no reason, provided it submits, prior to the expiration of the Investigation Period, a Notice, confirming Purchaser’s termination election. If the Phase I recommends further testing in the form of Phase II and Purchaser requests such additional testing, as provided more fully in Section 3.2 below, the Investigation Period in accordance herewith, (i) 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, 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 extended day-for-day 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 each day that Purchaser delivers such request 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 any federal, state or local statute, regulation, ordinance, order, action or policy, Buyer shall perform and thereafter until Seller responds regarding such inspections, investigations or tests on or before May 14, 1997, using only environmental engineers or consultants from the approved list of engineers and consultants to be provided by Sellerrequested Phase II.