Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement.
(b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control.
(c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror.
(d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall...
Study Period. During the Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours and shall have the right to make such investigations, including appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph; and (g) without Seller’s prior written consent, which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Further, during the Study Period, Seller agrees to make available...
Study Period. The Purchaser's obligations hereunder shall be contingent upon Purchaser's satisfaction with the results of the environmental reports, structural reports, surveys, title reports and title commitments, relating to the Property and the Loan (the "Studies") deemed necessary or desirable by the Purchaser in the Purchaser's sole and absolute discretion. Seller hereby agrees that Purchaser shall have a period of thirty (30) days (the "Study Period") from the date of this Agreement in which to make such Studies as Purchaser deems necessary or appropriate in its sole discretion. Seller hereby permits Purchaser and its agents and hereby authorizes Purchaser and such agents, as representatives of the Seller, to have access to the Property (to the extent permitted under, and subject to the conditions of, the Loan Documents) and to communicate with Borrower, for the purpose of conducting the Studies. Purchaser shall indemnify Seller for any and all liability suffered by Seller which was caused by Purchaser, its agents and employees, in conducting the Studies, which indemnification shall survive the termination of this Agreement. Seller will make available to Purchaser and its representatives Seller's books and records relating to the Loan and the Property. In the event Purchaser determines, based on the results of such Studies, that Purchaser does not wish to proceed with this transaction, Purchaser shall have the right and option to terminate this Agreement upon written notice sent to Seller prior to the end of the Study Period, in which case neither party shall have any further liability to the other and the Deposit shall be returned to Purchaser pursuant to Section 3. Should Purchaser elect to terminate this Agreement, Purchaser shall promptly thereafter provide Seller with copies of reports and studies prepared in connection with the Studies (with no representatives or warranties with respect thereto).
Study Period. Notwithstanding Section 2.1 of the Existing Agreement, the Study Period shall be extended until August 5, 2005 for all purposes under the Agreement.
Study Period. (a) Xxxxxxxx and its agents, contractors and duly authorized representatives shall have the right, until 5:00 p.m., Dallas, Texas time on the last day of the Study Period, and thereafter unless, as provided below, Xxxxxxxx notifies Brandywine OP in writing prior to the expiration of the Study Period that Xxxxxxxx has elected to terminate this Agreement, to enter upon the Property and to perform, at its expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Xxxxxxxx may xxxx appropriate. If such tests, studies and investigations do not warrant, in Xxxxxxxx' sole, absolute and unreviewable discretion, the acceptance of the Tysons Partnership Interest for the purposes contemplated by Xxxxxxxx, then Xxxxxxxx may elect not to proceed with this transaction and shall notify Brandywine OP and Escrow Agent, in writing prior to the expiration of the Study Period, that Xxxxxxxx has elected to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Xxxxxxxx and Xxxxxxxx and shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Xxxxxxxx does not so notify Brandywine OP of its determination to terminate this Agreement prior to the expiration of the Study Period, then Xxxxxxxx shall be deemed to have waived its right to terminate this Agreement pursuant to this SECTION 2.4.
(b) Brandywine OP has delivered or made available at the Property the following to Xxxxxxxx:
(1) Copies of all Leases in effect as of the date of this Agreement, together with, to the extent in Brandywine OP's possession or reasonably available to Brandywine OP, copies of all correspondence received from or sent to tenants of the Property.
(2) a Rent Roll (herein so called) certificate (with current rent roll and accounts receivable report attached) for the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements),
Study Period. (a) The Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees, and invitees shall have the right until 5:00 p.m. Eastern Time on the date that is forty- five (45) days following the Effective Date, but in no case later than January 31, 2025 (the “Study Period”), to enter the Property to make studies, tests, analyses, or other determinations desired by the Purchaser, including soil borings, drainage studies, surveying, soil testing, and the like. The Purchaser shall reasonably restore the Property if it is changed as a result of the exercise of any of the rights granted herein. The Study Period may be extended by the Purchaser for thirty (30) days by providing written notice to the Seller prior to the expiration of the initial 45-day period. The Purchaser may elect, at its sole discretion, during the Study Period, to terminate this Agreement for any reason (or for no reason whatsoever), in which event the Deposit shall be returned to the Purchaser and the Parties shall have no further obligations to each other in connection with this Agreement. If the Purchaser does not so terminate this Agreement prior to the expiration of the Study Period, or if the Purchaser fails or refuses to diligently pursue completion of its Conditions to Closing, as set forth in Section 8 below, the Deposit shall become non-refundable, except in the case of the Seller’s failure or refusal to complete its Conditions to Closing, as also set forth in Section 8 below, and thereafter, the Purchaser shall have the right, from time to time, to enter upon the Property for the purpose of making any further inspection, investigations, studies, or tests which are reasonably deemed necessary or appropriate by the Purchaser, including, without limitation environmental, soils, surveys, and related tests. The Purchaser shall be deemed to have elected to terminate this Agreement by providing written notice delivered to the Seller prior to the expiration of the Study Period notifying the Seller that the Purchaser is terminating this Agreement. In the absence of such notice, this Agreement shall remain in full force and effect.
(b) Within five (5) business days following the Effective Date of this Agreement, the Seller shall deliver to the Purchaser copies of any and all site plans, building plans, lease agreements, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions, or letters and other tests, studies...
Study Period. (a) The Acquiror shall have the right, until the end of the Study Period (and thereafter if the Acquiror does not notify the Contributor that the Acquiror has elected to terminate this Agreement in the manner described below) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate.
(b) If such tests, studies, investigations and audits reveal (i) material structural or environmental problems, or (ii) material discrepancies in the financial statements, the Acquiror may elect not to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing for one or more of the reasons set forth in this Section 2.3(b), this Agreement automatically shall terminate, the
Study Period. (a) Purchaser shall have the Study Period to (i) physically inspect the Property, ascertain that the Property has sufficient characteristics for its purposes, conduct appraisals, examine construction documents, perform examinations of the physical condition of the Property and any improvements located thereon, and examine the Property for the presence of Hazardous Materials, in each case as provided for in Section 5.1, and (ii) review any materials delivered and/or made available to Purchaser and/or Purchaser’s representatives (including, without limitation, the Reports and those items contained in that certain data room website located at hxxxx://xxxxxxxx.xxxxxxxxxxxx.xxx/xXxxx/lyme/LymeeRoom1 (such website being the “eRoom”) and have access to such other records relating to construction of the Project as are in Seller’s possession or control (collectively, the “Due Diligence Materials”) and to otherwise conduct such due diligence review of the Property and the Project as Purchaser, in its absolute discretion, deems appropriate all at its sole cost. Where this Agreement uses words such as “made available to Purchaser”, “provided to Purchaser”, “disclosed to Purchaser” and the like, the presence of any information in the eRoom prior to the commencement of the Restricted Period shall mean that such information was made available, provided, delivered and disclosed to Purchaser.
Study Period. 10 ARTICLE III.
Study Period. Buyer shall have until 6:00 p.m. on the date that is forty-five (45) days following the Effective Date hereof (the "Study Period") to perform a feasibility study of the Project, including, but not limited to, test borings, soil analyses, hydrologic and environmental surveys, marketing and feasibility studies, structural and engineering investigations, auditing of the books and records of the Seller and the Project, financial analyses and verifications of existing zoning and status of title and conferences with governmental staff members. In the event that any such examinations, studies, tests, reviews and/or inspections cause Buyer, in its sole and absolute discretion, to believe that it is not prudent to proceed to Closing, then Buyer may, at any time during the Study Period, terminate this Agreement by giving written notice of such termination to Seller, whereupon the parties hereto shall be released from any and all further liability and obligation hereunder and the Initial Deposit shall promptly be returned to Buyer. In the event Buyer does not terminate the Agreement as provided in this Section 9.01, Buyer and/or its designees shall have the continued right until Closing, as hereinafter defined, to inspect, survey and make other tests of the Project.
