Study Period. Purchaser shall have the period (the “Study Period”) commencing on the Effective Date and ending on October 1, 2007, to physically inspect the Property, review economic data and market conditions, underwrite and interview the Tenants and review the Leases, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Property for the presence of Hazardous Materials, to consult with government officials concerning the Property, and to otherwise conduct such due diligence and underwriting as Purchaser, in its sole and absolute discretion, deems appropriate. At any time before the end of the Study Period, Purchaser may, in its absolute and unreviewable discretion and for any reason or no reason, terminate this Agreement by giving written notice thereof to Seller (the “Termination Notice”). In the event that Purchaser gives a Termination Notice before the end of the Study Period, this Agreement shall automatically terminate, the Deposit promptly shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations or liabilities to each other hereunder other than Purchaser’s obligations under Section 5.1(b) and Section 5.3, and Purchaser shall deliver to Seller copies of all third-party reports prepared for the benefit of Purchaser in connection with its due diligence investigations of the Property provided that Seller shall reimburse Purchaser for the actual out-of-pocket costs incurred by Purchaser in connection therewith. If Purchaser fails to deliver the Termination Notice by the expiration of the Study Period, Purchaser shall be deemed to have approved the purchase of the Property subject to the terms and condition of this Agreement and the Deposit shall become non-refundable to Purchaser except as otherwise expressly set forth in this Agreement. Notwithstanding anything in this Section 5.2 to the contrary, Purchaser may not terminate this Agreement pursuant to this Section 5.2 with respect to only one Property. Notwithstanding anything herein to the contrary, Seller shall, not later than September 24, 2007, deliver to Purchaser a certified rent roll of the Property setting forth all of the Leases in place as of such date. If Seller fails to deliver the certified rent roll to Purchaser by such date, then the Study Period shall be extended one day for each day of delay beyond such date in delivering such certified rent roll.
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.
Study Period. (a) The Purchaser shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographic, environmental and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller and the Escrow Agent, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under this Agreement.
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.
Study Period. (a) 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 7 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 $2,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; notwithstanding the foregoing, Purchaser shall not be liable for any real or alleged diminution in value of the Seller’s property resulting from facts obtained or discovered about the Property by Purchaser in its inspections or for any loss, damage, cost or expense that is not the direct result of acts by or on behalf of Purchaser or that is attributable to a pre-existing condition; and ...
Study Period. Notwithstanding Section 2.1 of the Existing Agreement, the Study Period shall be extended until July 8, 2005 for all purposes under the Agreement.
Study Period. (a) The Buyer shall have the right, upon prior reasonable written notice to the Seller to examine the books and records relating to the Property, to enter upon the Land and to perform, at the Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Buyer may deem appropriate, taking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in its sole discretion, and (ii) none of the Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property or (y) intentionally or unreasonably interfere with the rights of Hotel guests or others who may have a legal right to use or occupy the Property or (z) otherwise intentionally or unreasonably interfere with the operation of the Property. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason, or no reason, the Buyer notifies the Seller, in writing, prior to 5:00 p.m. Central Time on the last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Xxxxxxx Money shall be immediately returned to the Buyer, and, upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement).
Study Period. Seller hereby grants to Buyer and Buyer’s agents, employees, engineers, contractors, and surveyors the right to enter the Property upon reasonable notice to Seller, at any reasonable time for purposes of performing tests, investigations, surveys and studies all to be performed at the sole expense of Buyer in accordance with the following conditions:
Study Period. (a) Brandywine OP 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, Brandywine OP notifies Xxxxxxxx in writing prior to the expiration of the Study Period that Brandywine OP has elected to terminate this Agreement, to enter upon the Real Property and to perform, at Brandywine OP's expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Brandywine OP may deem appropriate. If such tests, studies and investigations do not warrant, in Brandywine OP's sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Brandywine OP, then Brandywine OP may elect not to proceed with this transaction and shall notify Xxxxxxxx and Escrow Agent, in writing prior to the expiration of the Study Period, that Brandywine OP has elected to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Brandywine OP and Brandywine OP and Xxxxxxxx shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Brandywine OP does not so notify Xxxxxxxx of its determination to terminate this Agreement prior to the expiration of the Study Period, then Brandywine OP shall be deemed to have waived its right to terminate this Agreement pursuant to this SECTION 2.4.
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 sixty (60) days following the Effective Date (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 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.
