Common use of Review of the Property Clause in Contracts

Review of the Property. 3.1 From and after the "Effective Date" (as defined in Paragraph 9.23), Seller agrees to provide Purchaser and its agents or consultants with access to the Property to inspect each and every part thereof to determine its present condition and to conduct such physical and environmental studies (including a mechanical and roof study and Phase I environmental assessment) as it deems appropriate. 3.2 Within three (3) business days after the Effective Date Seller will make available to Purchaser for inspection and copying, all to the extent in the possession of Seller or its managing agent, a copy of each existing Lease and equipment lease, service contract and maintenance or other contract pertaining to the operations of the Property that will survive Closing, a copy of each real estate tax bills for 1994-1996, both inclusive, and unaudited financial statements for the Property for the years 1994-1996, both inclusive. 3.3 Within three (3) business days after the Effective Date Seller will make available to Purchaser for inspection and copying at the office of Seller's managing agent, all to the extent in the possession of Seller or its managing agent: 3.3.1 a copy of each environmental reports relating to the Property prepared by third party consultants since January 1, 1995. 3.3.2 a copy of each current franchises, business or other licenses, bonds, permits, certificates, authorizations and other evidences of consent, approval, authorization or permission relating to or affecting the Project of or from any person, including any governmental authority, held by Seller, including any pending applications. 3.3.3 a copy of each material third party warranties and guaranties, if any, which are in effect with respect to the Property. 3.4 Purchaser has until 5:00 p.m. CST on February 2, 1998 (the "Review Period"), to determine in its sole discretion whether all matters relating to the Property (except title and survey, which are governed by Paragraph 4), are acceptable, and to obtain the approval of the transaction contemplated herein by Seller's Board of Directors. If Purchaser concludes that any matter relating to the Property is not acceptable or that its Board has disapproved the transaction, Purchaser will so notify Seller (the "Termination Notice") prior to the expiration of the Review Period (which notice shall contain a copy of Purchaser's roof/structural report and other reports or studies, other than environmental reports, obtained in connection with Purchaser's due diligence). Upon timely delivery of the Termination Notice, this Agreement will terminate without liability on the part of Seller or Purchaser, other than Purchaser's indemnity contained in Paragraph 9.15 hereof and the obligation to deliver to Seller a copy of any environmental report obtained by Purchaser if requested by Seller within ten (10) days after receipt of the Termination Notice. In the event that Purchaser does not timely so notify Seller, Purchaser will be deemed to have concluded that all matters relating to the Property are acceptable and to have elected to proceed with the transaction upon the terms and conditions contained in this Agreement (including the obligation to increase the amount of the Deposit by an additional $500,000) without regard to this Paragraph 3.4. 3.4.1 If this Agreement is terminated pursuant to Paragraph 3.4, the Deposit, less $150,000, will be returned to Purchaser as provided in the Escrow Instructions. This $150,000 shall be paid to Seller, unless Purchaser's termination resulted from (i) Seller's default, (ii) a material deviation from the economics of the Property as presented in Seller's offering memorandum (it being understood and agreed that Seller makes no warranty or representation as to said offering memorandum), or (iii) any material structural or environmental defect in the Property not known or disclosed to Purchaser before December 22, 1997. 3.5 Purchaser agrees that any information obtained by Purchaser or its authorized agents in the conduct of its due diligence will be treated as confidential pursuant to Paragraph 9.17.

Review of the Property. 3.1 From and after the "Effective Date" Date (as defined in Paragraph 9.238.23), Seller agrees to provide Purchaser and its agents or consultants with access to the Property to inspect each and every part thereof to determine its present condition and to conduct such physical and environmental studies (including a mechanical and roof study and Phase I environmental assessment) as it deems appropriate. 3.2 Within the three (3) business days after the Effective Date Seller will deliver to Purchaser, or make copies available to Purchaser for inspection and copying, all to the extent in the possession of Seller or its managing agent, a copy of each existing Lease and equipment lease, service contract and maintenance or other contract pertaining to the operations of the Property that will survive Closing, a copy of each real estate tax bills for 1994-1996, both inclusive, and unaudited financial statements for the Property for the years 1994-1996, both inclusive. 3.3 Within three (3) business days after the Effective Date Seller will make available to Purchaser for inspection and copying at the office of Seller's managing agentProperty, all to the extent in the possession of Seller or its managing agent: 3.3.1 3.2.1 a copy of each any existing occupancy and equipment leases, service contracts and maintenance or other contracts pertaining to the operations of the Property that will survive Closing, copies of Seller's insurance policies with respect to the Property, copies of all real estate tax bills for the years 1997, 1998, and year-to-date for 1999, and unaudited financial statements for the Property for the years 1997, 1998, and unaudited financial statements for the Property for the year-to-date for 1999. 3.2.2 a copy of any environmental reports relating to the Property prepared by third party consultants since January 1, 1995consultants. 3.3.2 3.2.3 a copy of each all current franchises, business or other licenses, bonds, permits, certificates, authorizations and other evidences of consent, approval, authorization or permission relating to or affecting the Project Property of or from any person, including any governmental authority, held by Seller, including any pending applications. 3.3.3 3.2.4 a copy of each all material third party warranties and guaranties, if any, which are in effect with respect to the Property. 3.4 3.2.5 all other Books and Records that Purchaser requests. 3.3 Purchaser has until 5:00 p.m. CST the close of business on February 2August 9, 1998 1999 (the "Review Period"), to determine in its sole discretion whether all matters relating to the Property (except including, without limitation, title and survey, which are governed by Paragraph 4), are acceptable, and to obtain the approval of the transaction contemplated herein by Seller's Board of Directors. If Purchaser concludes that any matter relating to the Property is not acceptable or that its Board has disapproved the transactionacceptable, Purchaser will so notify Seller (the "Termination Notice") prior to the expiration of the Review Period (which notice shall contain a copy of Purchaser's roof/structural report and other reports or studies, other than environmental reports, studies obtained in connection with Purchaser's due diligencediligence and a statement as to the matters found unacceptable to Purchaser in its sole discretion). However, the foregoing will not be construed to limit or qualify Purchaser's absolute right to terminate this Agreement if it determines that all matters relating to the Property are not acceptable by the end of the Review Period. Upon timely delivery of the Termination Notice, this Agreement will terminate without liability on the part of Seller or Purchaser, other than Purchaser's indemnity contained in Paragraph 9.15 8.14 hereof and the obligation to deliver to Seller a copy of any environmental report obtained by Purchaser if requested by Seller within ten (10) days after receipt of the Termination Notice. In the event that Purchaser does not timely so notify Seller, Purchaser will be deemed to have concluded that all matters relating to the Property are acceptable and to have elected to proceed with the transaction upon the terms and conditions contained in this Agreement (including the obligation to increase the amount of the Deposit by an additional $500,000) herein without regard to this Paragraph 3.43.3. Prior to the expiration of the Review Period, Purchaser shall notify Seller which, if any, Contracts it does not desire to assume and at Closing, such Contracts shall not be assigned to Purchaser. 3.4.1 If this Agreement is terminated pursuant to Paragraph 3.4, the Deposit, less $150,000, will be returned to Purchaser as provided in the Escrow Instructions. This $150,000 shall be paid to Seller, unless Purchaser's termination resulted from (i) Seller's default, (ii) a material deviation from the economics of the Property as presented in Seller's offering memorandum (it being understood and agreed that Seller makes no warranty or representation as to said offering memorandum), or (iii) any material structural or environmental defect in the Property not known or disclosed to Purchaser before December 22, 1997. 3.5 3.4 Purchaser agrees that any information obtained by Purchaser or its authorized agents in the conduct of its due diligence will be treated as confidential pursuant to Paragraph 9.178.16.