Common use of Study Period Clause in Contracts

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. (a) 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 Sellercontractors, to have access to the Property (to the extent permitted underengineers, surveyors, attorneys, employees 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 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 option 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 upon written notice sent to Seller prior to the end of the Study Periodfor any reason (or for no reason whatsoever), in which case neither party shall have any further liability to the other and event the Deposit shall be returned to the Purchaser pursuant 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 38 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. Should The Purchaser elect 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 twenty (20) business days following the Effective Date of this Agreement, the Seller shall deliver to the Purchaser shall promptly thereafter provide Seller with copies of reports 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 prepared and documents pertaining to the Property as are in connection the Seller’s possession or control. The Seller will cooperate with the Studies (with no representatives Purchaser in updating any studies, reports or warranties with respect thereto)tests.

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"a) deemed necessary At anytime or desirable by the Purchaser in the Purchaser's sole and absolute discretion. Seller hereby agrees that Purchaser shall have a period of thirty times until one hundred twenty (30120) days (after the "Study Period") from the date Ratification Date of this Agreement in which (hereinafter the “Study Period”), Purchaser and/or its agents and representatives shall, at Purchaser’s sole risk and expense, and subject to make the terms, conditions and restrictions of Paragraph 5(b) below, have the right to enter upon the Property for purposes of conducting such Studies surveys and engineering tests, including test borings, inspections, investigations, and/or studies as Purchaser deems necessary or appropriate desirable in order to determine whether the Property is suitable for Purchaser’s intended use thereof. Purchaser agrees to furnish Seller, at no expense to the Seller, with two (2) copies of all results, reports, drawings, etc. of the above within three (3) days after they are received by the Purchaser and, to the extent assignable, Purchaser shall assign to Seller all of Purchaser’s right, title, and interest in and to such copies and the information they contain, effective upon termination of this Agreement for any reason other than Seller’s default hereunder. In addition, Purchaser may conduct such architectural, economic, and other studies of the Property, as Purchaser may deem desirable including those respecting zoning and other matters that may affect the Project and/or the use of the Property for residential development. In the event that Purchaser determines, 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 that the Property (to the extent permitted underis not suitable for Purchaser’s intended use thereof, and subject to the conditions of, the Loan Documents) and to communicate with Borrower, for the purpose of conducting the Studies. then 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 may terminate this Agreement upon by delivery of written notice sent thereof to Seller prior to on or before the end of the Study Period, and the Deposit, including any interest accrued thereon, shall be refunded in which case neither party shall have any further liability its entirety to Purchaser. If Purchaser fails to timely deliver notice of termination prior to the other expiration of the Study Period, Purchaser shall be deemed to have accepted the condition of the Property and waived any right of termination absent a default by Seller of its obligation to deliver good and marketable title at Closing. Purchaser recognizes that time is of the essence with respect to its rights and obligations under this Agreement, including its right to terminate during the Study Period, and that upon failure to exercise its right to terminate during the Study Period, the Deposit shall be returned deemed non-refundable and shall be paid over to Seller in accordance with Paragraph 4(b) and the Escrow Agreement. (b) Purchaser pursuant and Seller shall develop and jointly approve a plan to Section 3permit an orderly and comprehensive test boring analysis to be conducted at the Property by Purchaser, at Purchaser’s cost. Should Such plan also shall detail the extent of permissible tree removal. Subject to the provisions of such plan, (i) Purchaser elect shall promptly restore any damage to terminate the Property caused by Purchaser’s tests or studies of the Property upon the occurrence of such damage, and return the Property to its prior condition, and (ii) Purchaser shall indemnify, defend and hold harmless Seller from and against any and all costs (including reasonable attorneys’ fees and costs), damages and liabilities, causes of action, or threats thereof, incurred by or asserted against Seller as a result of the access to or entry upon the Property by Purchaser, its agents, employees, or contractors, including, without limitation, claims for personal injury, property damage, and services rendered or materials furnished to or for the account of Purchaser. Notwithstanding anything set forth to the contrary in this Agreement, Purchaser’s restoration and indemnification obligations as set forth in this Section shall survive termination or Closing. Purchaser is expressly prohibited from conducting an environmental study of the Property beyond the scope of a Phase I environmental study without the prior written consent of Seller, unless the Phase I study indicates the possible presence of environmental issues, in which case, Purchaser shall promptly thereafter provide have the right, subject to its obligations and the conditions under this Paragraph 5(a), to conduct such additional environmental studies as Purchaser deems warranted. (c) If this Agreement is terminated for any reason whatsoever, other than default by Seller with hereunder, Purchaser agrees to deliver to Seller, upon request and without charge, copies of reports any additional test borings, studies, engineering data, drawings, surveys, title reports, etc. prepared by Purchaser, or its agents, subsequent to the date of this Agreement, and studies prepared to the extent assignable, this data shall then become the property of Seller. (d) Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in connection its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES BY SELLER TO PURCHASER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,” (other than the special warranty of title to be included in the Deed); including specifically (without limiting the generality of the foregoing), any representation or warranty of, as to or respecting: (i) the soil conditions existing at the Property for any particular purpose or developmental potential; (ii) the presence or absence of any hazardous substances or matter in or on the Property; (iii) compliance of the Property with any applicable laws, regulations or other governmental requirements; (iv) the Studies suitability of the Property for the Project or any other purpose and (with no representatives or warranties with respect theretov) the accuracy of any information provided by Seller to Purchaser (if any). Purchaser further acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price stated in this Agreement has been induced, in part, by the agreement of Purchaser to purchase the Property “as-is”.

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 time beginning on the Effective Date and ending at 5:00 p.m. eastern standard time on March 16, 2006, TIME BEING OF THE ESSENCE (the "“Study Period"”) from the date of this Agreement in within which to make conduct engineering and/or architectural studies of the Property, to conduct seismic studies of the Property, to review those certain Phase I Environmental Site Assessments (the “Phase I ESA’s”) prepared by EMG (“EMG”) and delivered to Purchaser on or before the Effective Date, to review plans and specifications and similar materials with respect to the Property, zoning and land use status of the Property, and such Studies other matters as Purchaser deems necessary or appropriate in its sole discretionmay desire. Seller hereby permits Purchaser and its agents and hereby authorizes Purchaser and such agents, as representatives All of the Sellercosts associated with Purchaser’s Study Period activities (as specified in the previous sentence) shall be borne by Purchaser. During the Study Period, to Purchaser shall have reasonable access to the Property (to the extent permitted underProperty, and subject to the conditions ofat all reasonable times, the Loan Documents) and to communicate with Borrowerat Purchaser’s sole risk, for the purpose of conducting performing the Studiesforegoing inspections and investigations, subject at all times to the rights of any existing tenants. All inspections and investigations shall be performed at reasonable times and the Seller shall have the opportunity to accompany Purchaser shall indemnify if 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 Agreementso desires. Seller will make available shall not be obligated to Purchaser and its representatives Seller's books and records relating to correct, remedy or cure any condition or characteristic of the Loan and the PropertyProperty revealed by such inspections or investigations, including, but not limited to, any physical condition issue, title defects or environmental contamination. In the event Purchaser determines, based on If the results of any such Studies, that inspection or investigation performed by Purchaser does not wish pursuant to proceed with this transactionSection 4.1.1 are deemed unsatisfactory in Purchaser’s sole discretion, Purchaser shall have the right and option to may terminate this Agreement upon by providing written notice sent thereof to Seller prior to the end expiration of the Study Period, in which case neither party shall have any further liability to the other and event the Deposit shall be returned to Purchaser pursuant and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. If Purchaser fails to Section 3. Should Purchaser elect to so terminate this Agreement, Purchaser shall promptly thereafter provide Seller with copies of reports be deemed to have waived such right, and studies prepared shall proceed to Closing without any reduction in connection with the Studies (with no representatives or warranties with respect thereto)Purchase Price.

Study Period. The Purchaser's obligations hereunder shall be contingent upon Purchaser's satisfaction with the results Purchaser confirms receipt of the Survey and the Title Commitment and a copy of all exception documents referenced therein. Sellers confirm delivery of those specific due diligence items described in Exhibit 4.1 attached hereto (the items referenced in the first two sentences of this Section 4.1 are collectively referred to herein as the “Sellers Deliverables”). Commencing on the Agreement Date and continuing through 5:00 p.m. Central Time on December 28, 2010 (the “Study Period”), and subject to Purchaser’s satisfaction of the conditions set forth in Section 4.2 herein, Purchaser shall have the right, at its sole cost and expense, to inspect and review the Property, the physical and environmental reportscondition thereof, structural reportsand such other information as it may desire concerning the Property, surveysincluding, title reports without limitation, obtaining an engineering report and title commitmentsa so-called “Phase I” environmental report on the Property, inspecting Sellers’ books and records relating to the Property, inspecting Sellers’ accounting information regarding cash flow, billing and real estate taxes, obtaining the approval of Purchaser’s corporate management of the transaction contemplated herein and conducting such other investigations of the Property as Purchaser deems necessary, subject to the terms and provisions of this Agreement (collectively, the Loan (“Inspections”). Notwithstanding anything contained herein to the "Studies") deemed necessary contrary, however, Purchaser shall not conduct any environmental studies of the Property more extensive than a “Phase I” level review without first obtaining Sellers’ prior written consent, which may be given or desirable by the Purchaser withheld in the Purchaser's Sellers’ sole and absolute discretion. Seller hereby agrees that If Purchaser, for any reason in Purchaser’s sole discretion, elects not to purchase the Property, then Purchaser shall have a period be entitled to terminate this Agreement by giving written notice thereof to Sellers and the Title Company on or before the expiration of thirty (30) days (the "Study Period") from , and receive a return of the date of Deposit. Further, if this Agreement is terminated by written notice given as aforesaid, then Purchaser shall, at its election, promptly either return the Study Materials to Sellers or destroy all of the Study Materials (including all copies thereof) in which to make such Studies as Purchaser deems necessary or appropriate in its sole discretion. Seller hereby permits the possession of Purchaser and its agents and hereby authorizes Purchaser and such employees, agents, as representatives and consultants and confirm such destruction in writing to Sellers (at no cost to Sellers in either such event). The foregoing obligations 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 Subject to Section 2.2(b)(i), the Title Company shall return the Deposit to Purchaser and its representatives Seller's books and records relating within five (5) days after receipt from Purchaser of written confirmation (which confirmation shall be deemed to the Loan and the Property. In the event Purchaser determines, based on the results of such Studies, be an Instruction) that Purchaser does not wish to proceed has fully complied with all of the requirements imposed on Purchaser under the foregoing provisions in this transactionSection 4.1, and Sellers and Purchaser shall have no further rights, obligations or liabilities to each other hereunder, except for the right indemnification obligations of either party contained herein (collectively, the “Indemnification Obligations”) and option any other obligations that expressly survive the termination of this Agreement. If Purchaser fails to terminate this Agreement upon written notice sent to Seller prior to in the end of manner and within the Study Periodtime period set forth above, in which case neither party shall have any further liability to the other and the Deposit then Purchaser shall be returned deemed to Purchaser pursuant to have waived the contingencies set forth in this Section 3. Should Purchaser elect to terminate 4.1, and this Agreement, Purchaser Agreement shall promptly thereafter provide Seller with copies of reports remain in full force and studies prepared in connection with the Studies (with no representatives or warranties with respect thereto)effect.