Common use of Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records Clause in Contracts

Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records. (a) Seller has delivered to Purchaser or has made available to Purchaser the following (collectively, the “Seller’s Disclosure Materials”) to the extent in Seller’s possession or within Seller’s reasonable control: (i) A copy of the Lease, including all documents incorporated therein by reference, and all letter agreements or amendments relating thereto existing as of the Effective Date. (ii) A copy of any guaranties of the Lease. (iii) All records of any operating costs and expenses for the Property and any prior appraisals of all or any part of the Property. (iv) Copies of the financial statements or other financial information of the Tenant (and the Lease guarantors, if any). (v) A copy of any and all agreements pertaining to the Property, Tenant (other than the Lease), including any service or maintenance agreements. (vi) A copy of Seller’s (or its affiliate’s) current policy of title insurance with respect to the Land with copies of all matters listed as title exceptions in such policy. (vii) A copy of any surveys of the Property. (viii) Copy of current insurance coverage and insurance bxxx with respect to the Property. (ix) Copies of any Rights of First Offer. (x) Copies of any existing environmental reports or other materials related to investigations, studies or correspondence with governmental agencies concerning the presence or absence of Hazardous Substances on, in or under the Property, including the Environmental Reports. (xi) Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the development of the Improvements. (xii) Copies of all available construction plans and specifications in Seller’s possession relating to the development of the Improvements. (xiii) Copies of any written notices received by Seller from Tenant, any third party or any governmental authority. (xiv) A copy of the 2006 Agreement. Seller shall have a continuing duty, within five (5) days of Seller’s receipt of any Seller’s Disclosure Material, to make supplemental deliveries to Purchaser through the date of the final Closing of any addition or modification to the Seller’s Disclosure Materials that come into Seller’s possession. Except as otherwise specifically set forth herein, Seller’s Disclosure Materials have been provided to Purchaser without any representation or warranty of any kind and are merely provided to Purchaser for Purchaser’s informational purposes. Until Closing, Purchaser shall maintain all Seller’s Disclosure Materials as confidential information. If the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Purchaser shall immediately re-deliver to Seller all copies of the Seller’s Disclosure Materials.

Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records. (a) Prior to the Effective Date Seller has delivered provided to Purchaser, or to the extent not previously provided, within three (3) Business Days of the Effective Date Seller shall deliver to Purchaser or has made make available to Purchaser Purchaser, to the extent they exist and are in Seller’s possession, the following (collectively, the “Seller’s Disclosure Materials”) to the extent in Seller’s possession or within Seller’s reasonable control:): (i) A copy of the Lease, including all documents incorporated therein by reference, and all letter agreements or amendments relating thereto existing as of the Effective Date. (ii) A copy of any guaranties of the Lease. (iii) All records Seller’s entity level financial reports and supporting documentation relating to the ownership and operation of any operating costs the Property, including but not limited to, year to date and expenses prior year Property financial statements by quarter, bank statements, copies of expense related invoices and expense reconciliations for the Property and any prior appraisals in order to allow Purchaser to comply with the reporting requirements of all or any part Regulation S-X of the PropertyU.S. Securities and Exchange Commission; provided, however, Seller makes no representation or warranty that any such entity level financial reports and supporting documentation are sufficient for Purchaser’s compliance requirements. (iv) Copies of the financial statements or other financial information of the Tenant (and the Lease guarantors, if any). (v) A copy of any and all agreements pertaining to the Property, Tenant (other than the Lease), including any service or maintenance agreements. (vi) A copy of Seller’s (or its affiliate’s) current policy of title insurance with respect to the Land with copies of all matters listed as title exceptions in such policy. (viiv) A copy of any surveys of the Property. (viiivi) Copy Copies of any zoning reports, entitlements or other written evidence confirming the current insurance coverage and insurance bxxx with respect to zoning of the Property. (ixvii) Copies of any Rights of First Offer. (xviii) Copies of any existing environmental reports or other materials related to investigations, studies or correspondence with governmental agencies concerning the presence or absence of Hazardous Substances on, in or under the Property, including the Environmental Reports. (xi) Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the development of the Improvements. (xii) Copies of all available construction plans and specifications in Seller’s possession relating to the development of the Improvements. (xiiiix) Copies of any written notices received by Seller from Tenant, any third party or any governmental authority. (xiv) A copy of the 2006 Agreement. Seller shall have a continuing duty, within five (5) days of Seller’s 's receipt of any Seller’s 's Disclosure Material, to make supplemental deliveries to Purchaser through the date of the final Closing of any addition or modification to the Seller’s 's Disclosure Materials that come into Seller’s 's possession. Except as ; provided, however, that any such supplemental deliveries shall not extend or otherwise specifically set forth herein, Seller’s Disclosure Materials have been provided to Purchaser without any representation or warranty of any kind and are merely provided to Purchaser for Purchaser’s informational purposes. Until Closing, Purchaser shall maintain all Seller’s Disclosure Materials as confidential information. If affect the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Purchaser shall immediately re-deliver to Seller all copies of the Seller’s Disclosure MaterialsInspection Period hereunder.

Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records. (a) Seller has delivered to Purchaser or has made available the following items to Purchaser the following (collectivelyand Purchaser’s Agents, the “Seller’s Disclosure Materials”) to the extent such items are in Seller’s possession or within Seller’s reasonable controlAffiliates’ current actual possession: (i) A copy of 2010 Operating Budgets with respect to the Lease, including all documents incorporated therein by reference, and all letter agreements or amendments relating thereto existing as of the Effective DateProperty. (ii) A copy of any guaranties of the Lease. (iii) All records of any operating costs and expenses for the Property and any prior appraisals Copies of all or Leases, guarantees, any part of the Property. (iv) amendments and letter agreements relating thereto. Copies of the financial statements or other financial information of any tenants under the Tenant Leases (and the Lease guarantors, if any), written information relative to the tenants’ payment histories, and tenant correspondence. (iii) Copies of the Commission Agreements. (iv) Evidence of payment of all sales and use taxes on the rents received from tenants under the Leases. (v) A copy of any and all agreements pertaining to All material Operating Agreements currently in place at the Property, Tenant (other than the Lease), including any service or maintenance agreements. (vi) A copy of Seller’s (or its affiliateAffiliate’s) current policy of title insurance with respect to the Land and Improvements with copies of all matters listed as title exceptions in such policy. (vii) A copy of any surveys of the Property. (viii) Copies of all notes and other instruments evidencing or securing the existing indebtedness encumbering the Property. (ix) Copy of current insurance coverage and insurance bxxx with respect to xxxx. (x) Copy of last engineering report conducted for the Property. (ix) Copies of any Rights of First Offer. (xxi) Copies of any existing environmental reports or other materials related to investigations, studies or correspondence with governmental agencies concerning the presence or absence of Hazardous Substances on, in or under the Property, including the Environmental Reports. (xixii) Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the development use, occupancy or operation of the ImprovementsProperty. (xiixiii) Copies of all All available construction plans and specifications in Seller’s possession relating to the development development, condition, repair and maintenance of the Improvements. (xiii) Copies of any written notices received by Seller from TenantProperty, any third party or any governmental authoritythe Improvements and the Personal Property. (xiv) A copy Copies of all available records of any operating costs and expenses for the 2006 Agreement. Seller shall have a continuing duty, within five (5) days of Property in Seller’s receipt possession (including but not limited to existing insurance policies). (xv) Copies of any Seller’s Disclosure Material, to make supplemental deliveries to Purchaser through the date of the final Closing of any addition such other information or modification reports related to the Seller’s Disclosure Materials that come into Seller’s possession. Except Property as otherwise specifically set forth herein, Seller’s Disclosure Materials have been provided to Purchaser without any representation or warranty of any kind and are merely provided to Purchaser for Purchaser’s informational purposes. Until Closing, Purchaser shall maintain all Seller’s Disclosure Materials as confidential information. If the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Purchaser shall immediately re-deliver to Seller all copies of the Seller’s Disclosure Materialsmay reasonably request.

Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records. (a) Prior to the Effective Date Seller has delivered provided to Purchaser, or to the extent not previously provided, within three (3) business days of the Effective Date Seller shall deliver to Purchaser or has made make available to Purchaser Purchaser, to the extent they exist to Seller’s knowledge without having any duty or obligation to make an independent inquiry or investigation, and are in Seller’s possession and control, the following (collectively, the “Seller’s Disclosure Materials”) to the extent in Seller’s possession or within Seller’s reasonable control:): (i) A copy of the Lease and Underlying Lease, including all documents incorporated therein by reference, and all letter agreements or amendments relating thereto existing as of the Effective Date. (ii) A copy of any guaranties of the Lease and Underlying Lease. (iii) A rent roll setting forth the rent payments paid by Tenant pursuant to the Lease. (iv) All records of any operating costs and expenses for the Property from calendar years 2017 through 2021 and any prior appraisals of all or any part of the PropertyProperty from calendar years 2017 through 2021 . (ivv) Copies of the financial statements or other financial information of the Tenant (and the Lease guarantors, if any)) from calendar years 2017 through 2021. (vvi) A copy of any and all agreements pertaining to the Property, Tenant (other than the Lease), Underlying Landlord (other than the Underlying Lease), including any service or maintenance agreementsagreements from calendar years 2017 through 2021. 18397467_6 (vii) Copies of any existing subordination, non-disturbance and attornment agreements executed by Underlying Landlord and Seller relating to the Underlying Lease. (viviii) A copy of Seller’s (or its affiliate’s) current title commitment and/or leasehold policy of title insurance with respect to the Land Property with copies of all matters listed as title exceptions in such policyleasehold policies. (viiix) A copy of any surveys of the Property. (viiix) Copy A copy of the current insurance coverage and insurance bxxx bills with respect to the Property, including any insurance coverages required to be maintained by the Tenant under the Lease. (ixxi) Copies of any zoning reports, entitlements or other written evidence confirming the current zoning of the Property. (xii) Copies of any Rights of First Offer. (xxiii) Copies of any existing environmental reports or other materials related to investigations, studies or correspondence with governmental agencies concerning the presence or absence of Hazardous Substances on, in or under the Property, including the Environmental ReportsReports from calendar years 2017 through 2021. (xixiv) Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the development of the Improvements. (xiixv) A copy of the certificate of occupancy/completion (or its equivalent) issued by the applicable governmental authority with respect to the Improvements owned by Seller and being leased by Seller to the Tenant pursuant to the Lease. (xvi) Copies of all available construction plans and specifications in Seller’s possession relating to the development of the Improvements. (xiiixvii) Copies of any written notices received by Seller from Tenant, from Underlying Landlord or any third party or any governmental authorityauthority from calendar years 2017 through 2021. (xivxviii) A copy of Property tax bills from calendar years 2017 through 2021. The date Seller delivers the 2006 AgreementSeller's Disclosure Material to Purchaser shall constitute the “Seller’s Disclosure Materials Delivery Date”. Thereafter, Seller shall have a continuing duty, within five (5) days of Seller’s receipt of any Seller’s Disclosure Material, to 18397467_6 promptly make supplemental deliveries to Purchaser through the date of the final Closing of any addition or modification to the Seller’s 's Disclosure Materials that come into Seller’s 's possession. Except as otherwise specifically set forth herein, Seller’s Disclosure Materials have been provided to Purchaser without any representation or warranty of any kind and are merely provided to Purchaser for Purchaser’s informational purposes. Until Closing, Purchaser shall maintain all Seller’s Disclosure Materials as confidential information. If the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Purchaser shall immediately re-deliver to Seller all copies of the Seller’s Disclosure Materials.

Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records. (a) As of the Effective Date, Seller has delivered represents and warrants to Purchaser or that it has made available to provided Purchaser with the following materials (collectively, the “Seller’s Disclosure Materials”) ), to the extent in such Seller’s Disclosure Materials are within Seller’s possession or within Seller’s reasonable control: (i) A copy of the Lease, including all documents incorporated therein by reference, and all letter agreements or amendments relating thereto existing as of the Effective Date. (ii) A copy of any guaranties of the Lease. (iii) All Property level financial information (including records of any operating costs and expenses for the Property and any prior appraisals of all or any part of Property) for the Propertyimmediately preceding two (2) years. (iv) Copies of the financial statements or other financial information of the Tenant (and the Lease guarantors, if any). (v) A copy of any and all agreements to which Seller is currently a party pertaining to the Property, Tenant (other than the Lease), including any service or maintenance agreements. (viv) A copy of Seller’s (or its affiliate’s) current policy of title insurance with respect to the Land with copies of all matters listed as title exceptions in such policy. (viivi) A copy of any surveys of the Property. (viii) Copy of current insurance coverage and insurance bxxx with respect to the Property. (ix) Copies of any Rights of First Offer. (xvii) Copies of any existing environmental reports or other materials related to investigations, studies or correspondence with governmental agencies concerning the presence or absence of Hazardous Substances on, in or under the Property, including the Environmental Reports.. 18246046_5 (xi) Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the development of the Improvements. (xiiviii) Copies of all available construction plans and specifications in Seller’s current possession as of the Effective Date relating to the development of the Improvements. (xiiiix) Copies of any written notices notices, reports or communications from federal, state and local governmental authorities received by Seller from Tenant, with respect to any third party noncompliance or any governmental authority. (xiv) A copy violation of law associated with the 2006 AgreementProperty or the use thereof. Seller shall have a continuing duty, within five (5) days of Seller’s receipt of any Seller’s Disclosure Material, duty to make supplemental deliveries to Purchaser through the date of the final Closing of any addition or modification to the Seller’s 's Disclosure Materials that come into Seller’s possession. Except as 's possession within five (5) days after receipt thereof; provided, however, that any such supplemental deliveries shall not extend or otherwise specifically set forth herein, Seller’s Disclosure Materials have been provided to Purchaser without any representation or warranty of any kind and are merely provided to Purchaser for Purchaser’s informational purposes. Until Closing, Purchaser shall maintain all Seller’s Disclosure Materials as confidential information. If affect the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Purchaser shall immediately re-deliver to Seller all copies of the Seller’s Disclosure MaterialsInspection Period hereunder.

Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records. (a) Prior to the Effective Date Seller has delivered provided to Purchaser, or to the extent not previously provided, within five (5) days of the Effective Date Seller shall deliver to Purchaser or has made make available to Purchaser the following (collectivelyPurchaser, the “Seller’s Disclosure Materials”) to the extent in Seller’s possession or within Seller’s reasonable control:, the following (collectively, the “Seller’s Disclosure Materials”): (i) A copy of the Lease, including all documents incorporated therein by reference, and all letter agreements or amendments relating thereto existing as of the Effective Date. (ii) A copy of any guaranties of the Lease. (iii) All records of any operating costs and expenses for the Property and any prior appraisals of all or any part of the Property. (iv) Copies of the financial statements or other financial information of the Tenant (and the Lease guarantors, if any). (v) A copy of any and all agreements pertaining to the Property, Tenant (other than the Lease), including any service or maintenance agreements. (vi) A copy of Seller’s (or its affiliate’s) current policy of title insurance with respect to the Land with copies of all matters listed as title exceptions in such policy. (vii) A copy of any surveys of the Property. (viii) Copy A copy of the current insurance coverage and insurance bxxx xxxx with respect to the Property. (ix) Copies of any zoning reports, entitlements or other written evidence confirming the current zoning of the Property. (x) Copies of any Rights of First Offer. (xxi) Copies of any existing environmental reports or other materials related to investigations, studies or correspondence with governmental agencies concerning the presence or absence of Hazardous Substances on, in or under the Property, including the Environmental Reports. (xixii) Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the development of the Improvements. (xiixiii) A copy of the certificate of occupancy/completion (or its equivalent) issued by the applicable governmental authority with respect to the Improvements being leased to the Tenant pursuant to the Lease. (xiv) Copies of all available construction plans and specifications in Seller’s possession relating to the development of the Improvements. (xiiixv) Copies of any written notices received by Seller from Tenant, any third party or any governmental authority. (xiv) A copy authority related to the Property. Any and all materials, information, records, and documentation delivered or to be delivered to Purchaser by Seller pursuant to this Agreement, including the Seller’s Disclosure Materials, were for the exclusive use of the 2006 Agreementparties for whom they were prepared. Therefore, Seller’s Disclosure Materials are provided without any representation or warranty as to their content, accuracies, or completeness and any reliance by the Purchaser shall be at the Purchaser’s sole risk and the Purchaser agrees not to assert any claims against Seller or the preparer of such documentation arising out of any information contained in such documentation or omitted from such documentation which is the subject of such documentation, except for claims arising from or related to fraud committed by Seller or a willful and intentional misrepresentation made by Seller. Nothing in this Section shall limit or modify Seller’s representations, warranties, covenants and agreements expressly set forth in this Agreement or in any conveyance document delivered by Seller at Closing. Seller shall notify Purchaser in writing upon the completion of its delivery of the Seller’s Disclosure Material to Purchaser (the receipt of such written notice by Purchaser shall constitute the “Seller’s Disclosure Materials Delivery Date”). Thereafter, Seller shall have a continuing duty, within five (5) days of Seller’s receipt of any Seller’s Disclosure Material, to make supplemental deliveries to Purchaser through the date of the final Closing of any addition or modification to the Seller’s Disclosure Materials that come into Seller’s possession. Except as otherwise specifically set forth herein, Seller’s Disclosure Materials have been provided to Purchaser without any representation or warranty of any kind and are merely provided to Purchaser for Purchaser’s informational purposes. Until Closing, Purchaser shall maintain all Seller’s Disclosure Materials as confidential information. If the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Purchaser shall immediately re-deliver to Seller all copies of the Seller’s Disclosure Materials.

Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records. (a) Within five (5) days of the Effective Date, Seller has delivered shall deliver to Purchaser or has made make available to Purchaser the following (collectively, the “Seller’s Disclosure Materials”) to the extent in Seller’s possession or within Seller’s reasonable controlpossession: (i) A copy Copies of the Lease, including all documents incorporated therein by reference, Lease and all guarantees and letter agreements or amendments relating thereto existing as of the Effective Date. (ii) A copy of any guaranties Copies of the LeaseParking License, including all amendments and letter agreements relating thereto existing as of the Effective Date. (iii) All records Copies of any operating costs and expenses for the Property and any prior appraisals of all or any part of the PropertyCommission Agreements. (iv) Copies of the financial statements or other financial information of the Tenant (and the Lease guarantors, if any). (v) A copy of any and all agreements pertaining to the Property, Tenant (other than the Lease), including any service or maintenance agreements. (vi) A copy of Seller’s (or its affiliate’s) current policy of title insurance with respect to the Land with copies of all matters listed as title exceptions in such policy. (viiv) A copy of any surveys of the Property. (viiivi) Copy of current insurance coverage and insurance bxxx with respect to the Property. (ix) Copies of any Rights of First Offer. (xvii) Copies of any existing environmental reports or other materials related to investigations, studies or correspondence with governmental agencies concerning the presence or absence of Hazardous Substances on, in or under the Property, including the Environmental Reports. (xiviii) Copies of any permits, licenses, or other similar documents in Seller’s possession possess10n relating to the development of the Improvements. (xiiix) Copies of all available construction plans and specifications in Seller’s possession possess10n relating to the development of the Improvements. (xiiix) Copies of any written notices received by Seller from Tenant, any third party or any governmental authority. (xiv) A copy . Seller shall notify Purchaser in writing upon the completion of its delivery of the 2006 AgreementSeller’s Disclosure Material to Purchaser (the receipt of such written notice by Purchaser shall constitute the “Seller’s Disclosure Materials Delivery Date”). Thereafter, Seller shall have a continuing duty, within five (5) days of Seller’s receipt of any Seller’s Disclosure Material, to make supplemental deliveries to Purchaser through the date of the final Closing of any addition or modification to the Seller’s Disclosure Materials Materials, that come into Seller’s possession. Except as otherwise specifically set forth herein, Seller’s Disclosure Materials have been provided to Purchaser without any representation or warranty of any kind and are merely provided to Purchaser for Purchaser’s informational purposes. Until Closing, Purchaser shall maintain all Seller’s Disclosure Materials as confidential information. If the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Purchaser shall immediately re-deliver to Seller all copies of the Seller’s Disclosure Materials.

Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records. (a) Within five (5) days of the Effective Date, Seller has delivered shall deliver to Purchaser or has made make available to Purchaser the following (collectively, the “Seller’s Disclosure Materials”) to the extent in Seller’s possession or within Seller’s reasonable controlpossession: (i) A copy of the Lease, including all documents incorporated therein by reference, and all letter agreements or amendments relating thereto existing as of the Effective Date. (ii) A copy of any guaranties of the Lease. (iii) All records of any operating costs and expenses for the Property and any prior appraisals of all or any part of the Property. (iv) Copies of the financial statements or other financial information of the Tenant (and the Lease guarantors, if any). (v) A copy of any and all agreements pertaining to the Property, Tenant (other than the Lease), including any service or maintenance agreements. (viiii) A copy of Seller’s (or its affiliate’s) current policy of title insurance with respect to the Land Units with copies of all matters listed as title exceptions in such policy. (viiiv) A copy of any surveys of the Property. (viiiv) Copy of current insurance coverage and insurance bxxx with respect to the Property. (ixvi) Copies of any Rights of First Offer. (xvii) Copies of any existing environmental reports or other materials related to investigations, studies or correspondence with governmental agencies concerning the presence or absence of Hazardous Substances on, in or under the Property, including the Environmental Reports. (xiviii) Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the development of the Improvements. (xiiix) Copies of all available construction plans and specifications in Seller’s possession relating to the development of the Improvements. (xiiix) Copies of any written notices received by Seller from Tenant, any third party or any governmental authority. (xivi) Copies of the Condominium Documents. (ii) Evidence of insurance coverages required to be maintained by the Association pursuant to the Condominium Documents. (iii) Copies of the Associations’ operating financial statements and budgets for the Condominium, for fiscal years 2015, 2016, and 2017, and the Association’s proposed or approved 2018 budget. (iv) Copies of all management and service contracts pertaining to the Condominium held in the Association’s name. (v) Copies of all items that are required under the Lease to be provided by the Tenant thereunder; provided that in the event Seller has not received an item required to be provided by the Tenant, Seller shall promptly request the same from the Tenant within three (3) business days following written request therefor from Purchaser. (vi) Copies of all notices received by Seller from the Association. (vii) A copy list of the 2006 Agreementcurrent officers and directors of the Association, including each person’s contact information. Seller shall notify Purchaser in writing upon the completion of its delivery of the Seller’s Disclosure Material to Purchaser (the receipt of such written notice by Purchaser shall constitute the “Seller’s Disclosure Materials Delivery Date”). Thereafter, Seller shall have a continuing duty, within five (5) days of Seller’s receipt of any Seller’s Disclosure Material, to make supplemental deliveries to Purchaser through the date of the final Closing of any addition or modification to the Seller’s Disclosure Materials that come into Seller’s possession. Except as otherwise specifically set forth herein, Seller’s Disclosure Materials have been provided to Purchaser without any representation or warranty of any kind and are merely provided to Purchaser for Purchaser’s informational purposes. Until Closing, Purchaser shall maintain all Seller’s Disclosure Materials as confidential information. If the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Purchaser shall immediately re-deliver to Seller all copies of the Seller’s Disclosure Materials.