Common use of Purchaser’s Right to Terminate Clause in Contracts

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.

Purchaser’s Right to Terminate. If Notwithstanding any provision contained herein, in addition to its right to terminate this Agreement as set forth in Section 2.01(d), if (a) Purchaser is not satisfieddetermines, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the that any Property or otherwise elects is not to proceed to closing for any reasonsatisfactory, or for no reason, and Purchaser may terminate this Agreement by giving provides written notice thereof to Seller on or before expiration of the Inspection Period, or (b) Purchaser and Escrow AgentLessee are unable to agree upon the terms and conditions of the Lease as provided in Section 1.03, or (c) Purchaser fails to obtain the approval of any material change to the terms of the Transaction from Purchaser’s Investment Committee prior to Closing, then Purchaser shall have the option to (i) terminate this Agreement, in which notice must event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination, or (ii) remove the applicable Property or Properties from the Properties to be conveyed hereunder, with an appropriate adjustment to the Purchase Price, if an adjustment can be agreed upon by Seller and Purchaser, and proceed to close with respect to the remaining Properties. If this Agreement is terminated for any reason by either party, Purchaser agrees, within 15 days after the date of termination to deliver to Seller copies of all title reports, title commitments, surveys, written geotechnical engineering reports and written environmental reports prepared by third parties for Purchaser during the period of time in which this Agreement is in effect provided that Seller pays all costs due in accordance with Section 1.05, and to return to the Seller all written materials concerning the Property previously delivered by Seller to Purchaser pursuant to this Agreement or otherwise. All third party reports and studies shall be delivered to Seller for information only without any right to rely thereon and Escrow Agent on without any representation or before 5:00 p.m., Central Time, on the last day warranty of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contractstype.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – — namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, GeorgiaGA), Prattcenter (Prattville, AL), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.

Purchaser’s Right to Terminate. If Purchaser is not satisfiedshall have the right, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, reason or for no reason, Purchaser may terminate this Agreement by giving Seller and Title Company written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent (the “Termination Notice”) on or before 5:00 p.m.p.m. Phoenix Time on December 7, Central Time, on 2012 (the last day of the Study Period, TIME BEING OF THE ESSENCE“Approval Date”) to terminate this Agreement. If Purchaser the Termination Notice is timely terminates this Agreement given (or deemed given as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Sellerset forth below), and Escrow Agent the Title Company shall immediately return the Deposit to Purchaser. From Purchaser and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser party shall have any further rights or liabilities liability hereunder (except for such rights the obligations of Purchaser and liabilities as expressly survive the termination of Seller surviving under this Agreement). If Purchaser does not elects to proceed with this Agreement, Purchaser shall give written notice to Seller such on or before 5:00 p.m. Phoenix Time on the Approval Date. If Purchaser fails, for any or no reason, to timely deliver written notice of termination as and when required hereunderto Seller that it elects to proceed with this Agreement, Purchaser will be deemed to have elected to terminate this Agreement shall remain in full force and effect, unmodified in any respectunder this Section 3.6. Notwithstanding anything contained herein to the contraryfact that the Tenant Lease contains a tenant right of first refusal or right of first offer (either such right, a “ROFR”), Purchaser hereby agrees that its inspections shall commence and run through the Approval Date as set forth in this Section 3, and commencement thereof shall not be tolled pending receipt of a written waiver of such ROFR by Tenant; provided, however, that in return therefor, Seller hereby agrees that, in the event Purchaser provides Seller with a written Tenant does give notice of termination as hereinabove provided on its intent to exercise the ROFR or before does actually exercise the expiration of the Study PeriodROFR, such notice of termination Seller shall likewise be deemed promptly reimburse to terminate Purchaser all five (5) collateral purchase reasonable out-of-pocket and sale agreements of even date herewith between Purchaser third-party property diligence expenses incurred by Purchaser, including, without limitation, reasonable attorneys’ fees and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewisecosts, in an amount not in excess of $50,000 in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contractsaggregate.

Purchaser’s Right to Terminate. Purchaser shall have the right, for any reason or no reason, by giving Seller written notice (the “Termination Notice”) on or before 5:00 p.m. Central Time on the Approval Date (as defined in the Term Sheet attached hereto) to terminate its obligation to purchase the Property; provided, however, that if the Approval Date is extended from May 30, 2013 to June 13, 2013, as provided in the Term Sheet, then, notwithstanding the foregoing, from and after 5:00 p.m. Central Time on May 30, 2013 through 5:00 p.m. Central Time on June 13, 2013 (the “Extension Period”), Purchaser’s sole right under this Section 3.6 to terminate its obligation to purchase the Property during the Extension Period shall be for Seller’s failure to deliver a subordination, non-disturbance and attornment agreement executed by each tenant in favor of Purchaser’s lender in the form attached hereto as Exhibit 9.2.15. If the Termination Notice is timely given, the Title Company shall return the Deposit to Purchaser is not satisfiedwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller and neither party shall have any further liability hereunder except for the obligations of Purchaser pursuant to the provisions of Section 3.1.4 and Section 3.1.7 hereof. If, in its Purchaser’s sole and absolute discretion, with Purchaser determines that it desires to consummate the results of Purchaser’s Inspections purchase of the Property or otherwise elects not to proceed to closing for any reasoncontemplated hereby, or for no reason, then Purchaser may terminate this Agreement by giving will give written notice thereof (the “Closing Notice”) to Seller and Escrow AgentSeller, which notice must be delivered prior to Seller and Escrow Agent on or before 5:00 p.m., p.m. Central Time, Time on the last day of expiration Approval Date. In the Study Periodevent that Purchaser provides Seller with the Closing Notice, TIME BEING OF THE ESSENCE. If then Purchaser timely terminates will be deemed to have waived its termination rights under this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller)Section 3.6, and Escrow Agent shall immediately return the Deposit parties will proceed to Purchaser. From Closing, subject to all other terms and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination conditions of this Agreement). If Purchaser does not give Seller such notice of termination as the Closing Notice prior to 5:00 p.m. Central Time on the Approval Date and when required hereunder, has not previously terminated this Agreement by written notice to Seller, then this Agreement automatically shall remain terminate at 5:00 p.m. Central Time on the Approval Date, and, in full force and effectsuch event, unmodified in neither party shall have any respect. Notwithstanding anything contained herein further obligation hereunder except for the obligations of Purchaser pursuant to the contraryprovisions of Section 3.1.4 and Section 3.1.7 hereof. In either of such events terminating this Agreement, in immediately following written request from Purchaser to the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectivelyTitle Company, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination Title Company shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return of the Deposit to Purchaser. From , without the consent or joinder of Seller being required and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have notwithstanding any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall contrary instructions which might be enforced independent of each other and any failure of a condition precedent or default provided by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland ContractsSeller.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing Prattcenter (EvansPrattville, GeorgiaAL), Valley Corners (Hickory, NC), Northcrest Xxxxxxx Crossing (CharlotteEvans, NCGA) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement in its entirety by giving written notice thereof setting forth the basis for such termination (the “Termination Notice”) received by Seller prior to 5:00 p.m. on the date that is ten (10) days after the Effective Date, time being of the essence (the “Due Diligence Date”) if the results of the “Phase 2” Environmental investigations for the SA Parcel that are the subject of an agreement dated July 1, 2013 (the “Access Agreement”) discloses any condition upon the Property which will prevent, limit, or materially and adversely affect Purchaser's ability to use the Property as currently operated or (b) any physical defect or violation of any legal requirement or other contract or agreement affecting the Property (including, without limitation, the presence of hazardous materials or wastes, or other adverse environmental condition).; and, in either case, Seller is unable to correct or cure such condition within thirty (30) days after notice to Seller and Escrow Agent(a "Due Diligence Notice"), which notice must be delivered given to Seller prior to the Due Diligence Date, then Purchaser shall also have the right to terminate this Agreement within five (5) business days after the expiration of Seller's thirty (30) day cure period, and Escrow Agent on or before 5:00 p.m., Central Time, on the last day Purchaser shall receive a return of the Study PeriodDown Payment (the foregoing, TIME BEING OF THE ESSENCEthe "Due Diligence Termination Right”). If In the event Purchaser timely terminates exercises its termination right pursuant to this Agreement as aforesaidSection 1.8, then Seller and Purchaser shall hereby jointly and irrevocably direct First American to promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit Down Payment to Purchaser. From and after ; and, upon Purchaser’s timely termination receipt of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunderDown Payment, this Agreement shall remain cease, terminate, and be of no further force or effect whatsoever. If Seller and Purchaser disagree as to whether or not Seller has fully cured any objection raised by Purchaser, First American shall continue to hold the Down Payment until either (i) Seller and Purchaser jointly direct First American, in full force and effectwriting, unmodified in any respect. Notwithstanding anything contained herein as to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration proper disbursement of the Study PeriodDown Payment, such notice of termination shall likewise be deemed or (ii) a final and unappealable court order directs First American as to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any proper disposition of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland ContractsDown Payment.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with In the results of event that Purchaser’s Inspections inspection and investigation of the Property results in a determination by the Purchaser that the Property is unsatisfactory for Purchaser’s intended uses or is otherwise elects not to proceed to closing for unsuitable or unacceptable in any reasonrespect, or for no reason, the Purchaser may terminate this Agreement by giving written notice thereof delivery to the Seller and (with a copy to the Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with ) a written notice of termination as hereinabove provided (hereinafter the “Notice of Termination”) on or before close of business (5:00 p.m. local time) thirty (30) days after the expiration Effective Date of the Study Periodthis Agreement, such notice of termination shall likewise be deemed (hereafter referred to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, as the “Collateral ContractsFree Look Period”). LikewiseUpon receipt of a timely Notice of Termination, the Escrow Agent shall promptly refund all Xxxxxxx Money paid (less the sum of TWO HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($225.00), which shall be paid to Seller in consideration for this Agreement), and, upon receipt of such refund, except as otherwise provided by this Agreement, neither Purchaser nor Seller shall have any further liability or obligations to the event other. If the Purchaser elects to terminate any does not deliver such written Notice of the Collateral Contracts Termination on or before the expiration of the Study Periodsuch date, such termination Purchaser shall be deemed to have waived its right to terminate this Agreement whereupon pursuant to this Section 5, and such right shall expire, become null and void and shall have no further force or effect. Except in the case of an express written waiver, nothing herein shall be deemed, however, to result in a waiver of any other express right or option of the Purchaser shall promptly return all Study Materials to Seller terminate this Agreement, including the Purchaser’s right to terminate under Section 4. (at no cost to SellerTitle), and Escrow Agent shall immediately return or the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract)Environmental Condition, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) which shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of conditions separate from the Inland Contracts shall not impact either partyPurchaser’s obligation under the balance of the Inland Contractstermination right hereunder.

Purchaser’s Right to Terminate. If Purchaser is not satisfiedshall have the right, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, reason or for no reason, Purchaser may terminate this Agreement by giving Seller and Title Company written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent (the “Termination Notice”) on or before 5:00 p.m.p.m. Phoenix, Central TimeArizona time on February 19, on 2016 (the last day of the Study Period, TIME BEING OF THE ESSENCE“Approval Date”) to terminate this Agreement. If Purchaser the Termination Notice is timely terminates this Agreement given (or deemed given as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Sellerset forth below), and Escrow Agent the Title Company shall immediately return the Deposit to Purchaser. From Purchaser and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser party shall have any further rights or liabilities liability hereunder (except for such rights the obligations of Purchaser and liabilities as expressly survive the termination of Seller surviving under this Agreement). If Purchaser does not elects to proceed with this Agreement, Purchaser shall give written notice to Seller such on or before 5:00 p.m. Phoenix, Arizona time on the Approval Date. If Ruskin [Tampa], Florida Purchaser fails, for any or no reason, to timely deliver written notice of termination as and when required hereunderto Seller that it elects to proceed with this Agreement, Purchaser will be deemed to have elected to terminate this Agreement shall remain in full force and effect, unmodified in any respectunder this Section 3.6. Notwithstanding anything contained herein to the contraryfact that the Tenant Lease contains a tenant right of first refusal or right of first offer (either such right, a “ROFR”), Purchaser hereby agrees that its inspections shall commence and run through the Approval Date as set forth in this Section 3, and commencement thereof shall not be tolled pending receipt of a written waiver of such ROFR by Tenant; provided, however, that in return therefor, Seller hereby agrees that, in the event Purchaser provides Seller with a written Tenant does give notice of termination as hereinabove provided on its intent to exercise the ROFR or before does actually exercise the expiration of the Study PeriodROFR, such notice of termination Seller shall likewise be deemed promptly reimburse to terminate Purchaser all five (5) collateral purchase reasonable out-of-pocket and sale agreements of even date herewith between Purchaser third-party property diligence expenses incurred by Purchaser, including, without limitation, reasonable attorneys’ fees and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewisecosts, in an amount not in excess of $100,000 in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contractsaggregate.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing Prattcenter (EvansPrattville, GeorgiaAL), Valley Corners (Hickory, NC), Xxxxxxx Crossing (Evans GA) and Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly - 10 - return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing Prattcenter (EvansPrattville, GeorgiaAL), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.