Common use of PURCHASER'S REVIEW PERIOD Clause in Contracts

PURCHASER'S REVIEW PERIOD. Purchaser shall have until 5:00 p.m. (Chicago time) on February 10, 2003 (the "Review Period") to satisfy itself concerning all aspects of the Project, including, without limitation, the status of title thereto; the physical and environmental condition of the Properties; the insurance policies, contracts, leases and all other operational and financial aspects of the Properties and all other Due Diligence Materials (as hereinafter defined) and to obtain all needed committee approvals of this transaction. During the Review Period, Purchaser shall have the right at Purchaser's expense to perform such tests, inspections and feasibility studies on the Properties as Purchaser may deem necessary (collectively, the "Inspections") on and subject to the terms and conditions of that certain Property Access Agreement dated January 9, 2003 (the "Access Agreement"). Without limitation of the foregoing, Purchaser shall have access to the Properties for purposes of such inspections pursuant to the Access Agreement. On or before the end of the Review Period Purchaser may, in Purchaser's sole discretion, elect to terminate this Agreement by delivery of written notice to Seller for any or no reason, whereupon this Agreement shall automatically terminate, the Deposit shall be returned to Purchaser, and, except for the Post-Termination Obligations referred to Section 12.1 below, neither party shall have any obligations to the other by virtue of this Agreement. Purchaser shall remain subject to the confidentiality obligations set forth in the Access Agreement, which obligations shall expire on the Closing Date provided the parties proceed to Closing. Purchaser shall provide (without any representation or warranty as to the accuracy or completeness thereof) to Sellers copies of any final, third party reports by or for Purchaser in connection with its inspections. Purchaser will continue to maintain the liability insurance as required pursuant to the Property Access Agreement dated January 9, 2003 between Seller and Purchaser.

PURCHASER'S REVIEW PERIOD. Purchaser shall have until 5:00 p.m. (Chicago time) on February 10, 2003 (the "Review Period") to satisfy itself concerning all aspects of the Project, including, without limitation, the status of title thereto; the physical and environmental condition of the Properties; the insurance policies, contracts, leases and all other operational and financial aspects of the Properties and all other Due Diligence Materials (as hereinafter defined) and to obtain all needed committee approvals of this transaction. During the Review Period, 12.1 Purchaser shall have the right to cancel this Contract on or before February 8, 2007 (the “Outside Termination Date”) by notice to Seller to be received by Seller on or before 3:00 P.M. Eastern Time on the Outside Termination Date (the period of time from the date hereof through and including the Outside Termination Date is herein referred to as “Purchaser’s Review Period”). If Purchaser duly cancels this Contract in accordance with this Section 12.1, this Contract shall be deemed terminated and of no further force or effect, except for the provisions expressly stated to survive the Closing, and the Deposit shall be paid to Seller. If Purchaser does not duly cancel this Contract in accordance with this subparagraph or if Purchaser waives its right to cancel this Contract, (i) this Contract shall remain in full force and effect and Purchaser shall have no further right to cancel this Contract under this Section and (ii) Purchaser shall be deemed to have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any condition actually known to Purchaser as of the Outside Termination Date, including, without limitation a misrepresentation, Non-Permitted Title Objection or any other condition which results in or could result in an Estoppel Default. During Purchaser’s Review Period, Purchaser may perform non-intrusive inspections of the Premises at reasonable times (at least two (2) Business Days prior written notice to Seller), subject to the rights of the Space Tenants and Seller’s prior consent, which consent shall not be unreasonably withheld. At least two (2) Business Days prior to performing such inspections, Purchaser shall execute, deliver and comply with the requirements of the Access Agreement annexed hereto as Exhibit 9. After making such inspections, Purchaser, at Purchaser's expense ’s sole expense, shall restore the Premises to perform its condition prior to such tests, inspections and feasibility studies on the Properties as inspections. Purchaser may deem necessary not conduct any intrusive inspections or borings without the prior written approval of Seller, which approval may be withheld, granted or granted upon conditions, in Seller sole and absolute discretion. Purchaser shall have the right to conduct interviews with Space Tenants and the Seller’s property manager, but Purchaser may only communicate with the Space Tenants or Seller’s property manager after providing Seller with ample notice and an opportunity to have an agent or representative of Seller present at each such interview. Purchaser acknowledges and agrees that Seller (collectivelybut not Seller’s property manager) shall be the only party authorized to furnish Purchaser with any documents reasonably requested by Purchaser in connection with the performance of its inspections pursuant to this Section 12.1. If Purchaser fails to close the purchase of the Premises, all reports with respect to the "Inspections") on and Premises shall become the property of Seller, subject to the terms of agreements Purchaser may have with third parties. Purchaser shall indemnify and conditions hold Seller and Seller’s property manager free and harmless from and against any and all costs, expenses, claims, losses or damages, liabilities and judgments (including reasonable attorneys’ fees and disbursements) arising out of that certain Property Access Agreement dated January 9Purchaser’s inspection of the Premises, 2003 (including without limitation with respect to the "Access Agreement"). Without limitation Premises, whether caused by Purchaser or its contractors, agents or employees or anyone acting by, through, under, or at the direction, of the foregoing. Without limiting the generality of the foregoing indemnity, Purchaser shall have access (i) remove any mechanics’ or other lien which may be recorded against the Premises by any party providing labor, materials or services at the request of Purchaser and (ii) not file or cause to the Properties for purposes of such inspections pursuant to the Access Agreement. On be filed any application or before the end make any request (other than inquiries of the Review Period public records) with any governmental or quasi-governmental agency prior to Closing which would or could lead to a hearing before any governmental or quasi-governmental agency or which would or could lead to a Violation or any change in zoning, parcelization, licenses, permits or other entitlements or any investigation or restriction on the use of the Property, or any part thereof. 12.2 Seller agrees to deliver to Purchaser may, in Purchaser's sole discretion, elect to terminate within two (2) Business Days following Seller’s receipt of a fully executed counterpart of this Agreement by delivery of written notice to Seller for any or no reason, whereupon this Agreement shall automatically terminateContract, the Deposit shall be returned to Purchaser, and, except for the Post-Termination Obligations referred to Section 12.1 below, neither party shall have any obligations to the other by virtue of this Agreement. Purchaser shall remain subject to the confidentiality obligations set forth in the Access Agreement, which obligations shall expire on the Closing Date provided the parties proceed to Closing. Purchaser shall provide (without any representation or warranty as to the accuracy or completeness thereof) to Sellers copies of any final, third party reports by or for Purchaser in connection with its inspections. Purchaser will continue to maintain the liability insurance as required pursuant information relating to the Property Access Agreement dated January 9, 2003 between Seller set forth on the attached Schedule G to the extent in Seller’s possession (the “Property Information”). 12.3 Time shall be of the essence with respect to the dates in this Section 12 for the Outside Termination Date and the giving of Purchaser’s cancellation notice. The provisions of this Section 12 shall survive the Closing or termination of this Contract.

PURCHASER'S REVIEW PERIOD. 12.1 Purchaser shall have until 5:00 p.m. (Chicago time) the right to cancel this Contract for any reason in Purchaser's sole discretion, or for no reason, on February 10or before December 29, 2003 (the "Review PeriodOUTSIDE TERMINATION DATE") by notice to satisfy itself concerning all aspects Seller to be received by Seller on or before 3:00 P.M. EASTERN TIME on the Outside Termination Date (the period of time from the date hereof through and including the Outside Termination Date is herein referred to as "PURCHASER'S REVIEW PERIOD"). If Purchaser duly cancels this Contract in accordance with this Section 12.1, this Contract shall be deemed terminated and of no further force or effect, except for the provisions expressly stated to survive the Closing, and the Deposit shall be returned to Purchaser. If Purchaser does not duly cancel this Contract in accordance with this subparagraph or if Purchaser waives its right to cancel this Contract, (i) this Contract shall remain in full force and effect and Purchaser shall have no further right to cancel this Contract under this Section and (ii) Purchaser shall be deemed to have waived any liability of Seller and any right to refuse to consummate the Closing by reason of a misrepresentation, Non-Permitted Title Objection, the Proceeding or other condition actually known to Purchaser as of the Project, including, without limitation, the status of title thereto; the physical and environmental condition of the Properties; the insurance policies, contracts, leases and all other operational and financial aspects of the Properties and all other Due Diligence Materials (as hereinafter defined) and to obtain all needed committee approvals of this transactionOutside Termination Date. During the Purchaser's Review Period, Purchaser shall have may perform non-intrusive inspections of the right Premises at Purchaser's expense reasonable times (at least two (2) Business Days prior written notice to perform such testsSeller), inspections and feasibility studies on the Properties as Purchaser may deem necessary (collectively, the "Inspections") on and subject to the terms rights of the Space Tenants and conditions Seller's prior consent, which consent shall not be unreasonably withheld. At least two (2) Business Days prior to performing such inspections, Purchaser shall comply with the applicable requirements of that certain Property the Access Agreement dated January 9December 3, 2003 executed by and between Seller and Purchaser (the "Access Agreement"). Without limitation of the foregoingAfter making such inspections, Purchaser shall have access to the Properties for purposes of such inspections pursuant to the Access Agreement. On or before the end of the Review Period Purchaser mayPurchaser, in at Purchaser's sole expense, shall restore the Premises to its condition prior to such inspections. Purchaser may not conduct any intrusive inspections or borings without the prior written approval of Seller, which approval may be withheld, granted or granted upon conditions, in Seller's sole and absolute discretion, elect to terminate this Agreement by delivery . Purchaser may only communicate with the Space Tenants or employees of written notice to Seller for any or no reason, whereupon this Agreement shall automatically terminate, its property manager in the Deposit presence of an agent or representative of Seller. Purchaser acknowledges and agrees that Seller (but not Seller's property manager) shall be returned the only party authorized to Purchaser, and, except for the Post-Termination Obligations referred to Section 12.1 below, neither party shall have furnish Purchaser with any obligations to the other documents reasonably requested by virtue of this Agreement. Purchaser shall remain subject to the confidentiality obligations set forth in the Access Agreement, which obligations shall expire on the Closing Date provided the parties proceed to Closing. Purchaser shall provide (without any representation or warranty as to the accuracy or completeness thereof) to Sellers copies of any final, third party reports by or for Purchaser in connection with the performance of its inspectionsinspections pursuant to this Section 12.1. Purchaser will continue to maintain shall indemnify and hold Seller and Seller's property manager free and harmless from and against any and all costs, expenses, claims, losses or damages, liabilities and judgments (including reasonable attorneys' fees and disbursements) arising out of Purchaser's inspection of the liability insurance as required pursuant Premises, including without limitation with respect to the Property Access Agreement dated January 9Premises, 2003 between Seller whether caused by Purchaser or its contractors, agents or employees or anyone acting by, through, under, or at the direction, of the foregoing. Without limiting the generality of the foregoing indemnity, Purchaser shall (i) remove any mechanics' or other lien which may be recorded against the Premises by any party providing labor, materials or services at the request of Purchaser and (ii) not file or cause to be filed any application or make any request with any governmental or quasi-governmental agency prior to Closing which would or could lead to a hearing before any governmental or quasi-governmental agency or which would or could lead to a Violation or any change in zoning, parcelization, licenses, permits or other entitlements or any investigation or restriction on the use of the Property, or any part thereof. 12.2 Time shall be of the essence with respect to the dates in this Article 12 for the Outside Termination Date and the giving of Purchaser's cancellation notice. The provisions of this Article 12 shall survive the Closing or termination of this Contract.

PURCHASER'S REVIEW PERIOD. Purchaser Purchaser's Review Period shall have until 5:00 p.m. expire thirty (Chicago time30) on February 10, 2003 (days after the "Review Period") to satisfy itself concerning later of mutual execution of this agreement or receipt of all aspects of the Project, including, without limitation, the status of title thereto; the physical and environmental condition of the Properties; the insurance policies, contracts, leases and all other operational and financial aspects of the Properties and all other Due Diligence Materials ("Due Diligence Materials") to be provided to Purchaser by Seller, as hereinafter definedset forth below. (a) and to obtain all needed committee approvals of this transaction. During the Review Period, Purchaser and its agents and contractors shall have the right at to enter upon the Property and conduct such additional tests and investigations as may be desired by Purchaser's expense to perform such tests. Such additional tests and investigations may include, inspections and feasibility studies on the Properties as Purchaser may deem necessary (collectivelybut not be limited to, the "Inspections"following: (i) on zoning of the Property; (ii) soils, environmental studies conducted by Purchaser and subject to other environmental matters; (iii) the terms and conditions of the Declarations of Covenants, Conditions and Restrictions, if any; (iv) the state of title to the Property as evidenced by the preliminary title report; (v) matters shown on the Survey; (vi) the availability and sufficiency of utilities, including water, sanitary sewer, storm/retention facilities, telephone, gas and electricity; (vii) the existence of any laws, regulations or judicial matters affecting the Property; (viii) plans and building specifications; (ix) financing; (x) any other investigation relating to the Property that certain Purchaser deems appropriate in its sole and absolute discretion. (b) Seller will provide to Purchaser the due diligence materials in Seller's possession or control, or the possession or control of its consultants or agents or within Seller's knowledge, and relating to the Property Access Agreement dated January 9or any portion thereof as may be set forth on Exhibit E, 2003 (attached hereto and made a part hereof. Any delay in Seller's delivery to Purchaser of Seller's Due Diligence Materials shall extend the "Access Agreement")Review Period for each day of delay in Seller's delivery of such Seller's Due Diligence Materials to Purchaser. Without limitation Seller shall provide Purchaser a transmittal letter setting forth all of Seller's Due Diligence Materials being delivered to Purchaser and Purchaser's authorized representative shall receipt for such letter evidencing the date of receipt of the foregoingDue Diligence Materials. Each party shall affix a copy of such letter to this Agreement as Exhibit F. Upon full execution of the Agreement, Purchaser shall have access the right to meet with a any and all governmental agencies with respect to the Properties for purposes Property. Purchaser shall also have the right to conduct Phase I and Phase II environmental studies and investigations on the Property and the Retained Parcel. Seller shall deliver, at a minimum, the following, if not previously delivered: (i) A current ALTA owner's extended coverage title commitment with legible copies of such inspections pursuant all underlying exceptions to title, to be paid by Seller; (ii) All applicable licenses, permits, zoning, development and governmental approvals, and other entitlements relating to the Access Agreement. On Property and the Retained Parcel in Seller's possession; (iii) Any and all plans, specifications, drawings, as-builts, surveys and alike depicting structures, including without limitation buildings, utilities, on site and off site infrastructure.; (iv) All of Seller's environmental, soils, traffic and other pre-development reports, to include asbestos reports and all bids for asbestos related materials cleanup; (v) The most recently available property tax bills and assessments of the Property and the Retained Parcel; (vi) Any Covenants, Conditions & Restrictions and design guidelines; (vii) A schedule of all current or before pending litigation with respect to the end Property, and the Retained Parcel, or any part thereof, if any, together with a brief description of each such proceeding; (viii) Any other relevant documentation, such as tax abatement agreements, written communications from public entities and agencies, easement agreements, railroad agreements, drainage agreements, special improvement or metropolitan district agreements, ground leases and the like, if applicable; (ix) A list of any unwritten material agreements affecting the Property, and the Retained Parcel, to which Seller is a party or of which Seller has knowledge and all other material information of any kind whatsoever in the possession of Seller and pertaining to the ownership and operation of the Property and the Retained Parcel; (x) Any other information, written or otherwise, that may be pertinent to the condition or use of the Property and the Retained Parcel. (c) During the Review Period Purchaser may, in Purchaser's sole discretion, elect to terminate this Agreement by delivery of written notice to Seller for any or no reason, whereupon this Agreement shall automatically terminate, the Deposit shall be returned to Purchaser, and, except for the Post-Termination Obligations referred to Section 12.1 below, neither party shall have any obligations to the other by virtue of this Agreement. Purchaser shall remain subject to the confidentiality obligations set forth in the Access Agreement, which obligations shall expire on the Closing Date provided the parties proceed to Closing. Purchaser shall provide (without any representation or warranty as to the accuracy or completeness thereof) to Sellers copies of any final, third party reports by or for Purchaser in connection with its inspections. Purchaser will continue to maintain the liability insurance as required pursuant to inspect the Property Access Agreement dated January 9, 2003 between Seller and Purchaserthe Retained Parcel and make such engineering and environmental investigations of the Property and Retained Parcel as Purchaser may deem prudent and advisable.

PURCHASER'S REVIEW PERIOD. (a) Purchaser's “Review Period” shall commence upon the Effective Date and shall expire at 5:00 p.m., Central Standard Time, on May 30, 2014. (b) At all times prior to Closing, Purchaser and its agents and contractors shall have until 5:00 p.m. (Chicago time) on February 10the right to enter upon the Property and conduct such additional tests and investigations as may be desired by Purchaser. Prior to Closing, 2003 (Purchaser, at Purchaser’s expense, shall have the "Review Period") right to satisfy itself concerning all aspects of enter upon the ProjectProperty to commence construction activities, including, without limitation, rough grading, construction and installation of site utilities, installation of driveways and parking areas and construction and installation of building foundations (collectively, the status “Preliminary Construction Activities”). All Preliminary Construction Activities shall be performed in accordance with all applicable laws, codes and regulations, by duly licensed contractors and in a lien free manner. Purchaser or Purchaser’s contractor shall maintain commercial general liability, builder’s risk, and workers compensation policies of title thereto; insurance and shall name Seller as an additional insured under such policies. In the physical event that Purchaser terminates the Agreement or defaults on its obligations hereunder, Seller, at Seller’s option, may require Purchaser, at Purchaser’s expense, to remove any improvements installed on the Property by Purchaser and environmental otherwise restore the Property to substantially the same condition of as existed on the Properties; the insurance policiesEffective Date. (c) If, contracts, leases and all other operational and financial aspects of the Properties and all other Due Diligence Materials (as hereinafter defined) and to obtain all needed committee approvals of this transaction. During during the Review Period, Purchaser shall have determines that it does not desire to acquire to Property, Purchase may terminate the right at Purchaser's expense to perform such tests, inspections and feasibility studies on the Properties as Purchaser may deem necessary (collectively, the "Inspections") on and subject to the terms and conditions of that certain Property Access Agreement dated January 9, 2003 (the "Access Agreement"). Without limitation of the foregoing, Purchaser shall have access to the Properties for purposes of such inspections pursuant to the Access Agreement. On or before the end of the Review Period Purchaser may, in Purchaser's sole discretion, elect to terminate this Agreement by delivery of written notice to Seller for any or no reasonprior to the expiration of the Review Period. If Purchaser fails to give Seller timely notice of termination prior to the end of the Review Period, whereupon Purchaser shall be deemed to have elected to purchase the Property. In the event of termination of this Agreement shall automatically terminatepursuant to this section, the Deposit shall be immediately returned to Purchaser, and, except for the Post-Termination Obligations referred to Section 12.1 below, neither party this Agreement shall have any obligations to the other by virtue of this Agreement. thereupon become void and there shall be no further obligation or liability on either Seller or Purchaser. (d) Purchaser shall remain subject to the confidentiality obligations set forth in the Access Agreement, which obligations shall expire on the Closing Date provided the parties proceed to Closing. Purchaser shall provide (without repair any representation or warranty as to the accuracy or completeness thereof) to Sellers copies of any final, third party reports by or for Purchaser in connection with its inspections. Purchaser will continue to maintain the liability insurance as required pursuant damage to the Property Access Agreement dated January 9resulting from Purchaser’s activities on the Property under this Article 3, 2003 between and shall indemnify, defend, and hold harmless Seller and Seller’s partners, and their respective shareholders, officers, directors, members, managers, employees and agents from and against any and all loss, damage, liability or expense (including reasonable attorneys fees and other litigation expenses and claims and liens of mechanics or materialmen) any of the aforementioned persons may incur as a result of Purchaser’s or Purchaser’s agents’ or contractors’ activities on the Property under this Article 3.