Common use of Study Period Clause in Contracts

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 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 (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 to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller.

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 (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 to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller.. (b) Seller and Purchaser shall use their respective good faith efforts to mutually agree as to the form of the Guaranty prior to the expiration of the Study Period. Upon Purchaser’s and Seller’s agreement as to the form of the Guaranty, Seller and Purchaser shall amend this Agreement in writing, wherein the parties shall approve the form of the Guaranty and attach the approved form of Guaranty to said amendment as an exhibit thereto. Should Purchaser and Seller fail to reach agreement as to the form of the Guaranty prior to the expiration of the Study Period, either Purchaser or Seller shall have the right to terminate this Agreement by delivering written notice to the other, in which event the Deposit (less the Independent Contract Consideration) shall be returned to Purchaser, and except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations or liabilities to each other hereunder. Section 5.2

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 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 1,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; notwithstanding paragraph (the foregoing“Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, Purchaser willful misconduct, or the mere discovery of adverse conditions on the Property, provided, however, the foregoing exclusion from the Indemnified Losses shall not be liable for include any real loss, liability, claims, costs, liens or alleged diminution in value of the Seller’s property damages caused by or resulting from facts obtained or discovered about the exacerbation of any adverse conditions on the Property by Purchaser in or 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 conditionagents; 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 to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Itemscontrol. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller.

Study Period. (a) During Prior to the Study PeriodClosing, 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 materially 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 1,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; notwithstanding paragraph (the foregoing“Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, Purchaser willful misconduct, or the mere discovery of adverse conditions on the Property, provided, however, the foregoing exclusion from the Indemnified Losses shall not be liable for include any real loss, liability, claims, costs, liens or alleged diminution in value of the Seller’s property damages caused by or resulting from facts obtained or discovered about the exacerbation of any adverse conditions on the Property by Purchaser in or 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 conditionagents; 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 to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Itemscontrol. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller.

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 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 1,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; 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 (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 to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Itemscontrol. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller.

Study Period. (a) During the Initial 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 twenty-four (124) Business Day hours 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 unreasonably 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 provided, however, Seller shall use its good faith efforts to provide written notice to Purchaser of (1) any physical damage to the foregoing, Purchaser shall not be liable for Property or (2) any real or alleged diminution in value claims incurred by Seller as a result of Purchaser’s inspections on the Property within ten (10) days after Seller’s property resulting from facts obtained discovery of such physical damage or discovered about the Property by Purchaser in its inspections or for any lossclaims, 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 (g) without Seller’s prior written consent, which Seller may give or withhold in its absolute reasonable 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 not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records records, contracts and other relevant, material documents relating to the Property and the operation and maintenance thereof thereof, to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller.