Common use of Study Period Clause in Contracts

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 ,and documents pertaining to the Property as are in the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any studies, reports or tests.

Study Period. (a) The a. 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 Dateright, 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, its exclusive 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 absolute discretion, during the Study Period, to terminate this Agreement for any reason whatsoever by giving written notice thereof to Seller on or before the date that is sixty (or 60) days following the Effective Date of this Agreement (the “Study Period”). Purchaser may, at its election in its sole discretion, waive the Study Period and accelerate the Closing Date (hereinafter defined). If Purchaser finds the Property suitable for no reason whatsoever)its purposes, Purchaser shall notify Seller in which event the Deposit shall be returned writing of Purchaser’s election to proceed to Closing (subject to the Purchaser and the Parties shall have no further obligations to each other in connection with provisions of this Agreement) (the “Go Forward Notice”) prior to 5:00 P.M. Eastern Time on the last date of the Study Period. If Purchaser fails to deliver the Purchaser does not so terminate this Agreement Go Forward Notice to Seller prior to the expiration of the Study Period, then (i) this Agreement shall be deemed automatically terminated and shall be of no further force and effect, (ii) the Initial Deposit shall be returned to Purchaser, and (iii) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or if obligation to the Purchaser fails other under this Agreement. Within five (5) Business Days following execution of this Agreement, Seller shall deliver, free of charge and cost to Purchaser, any lender or refuses to diligently pursue completion owners policy of its Conditions title insurance and land title survey as may be in Seller’s actual possession or control (the “Due Diligence Information”), which shall be provided by Seller without representation or warranty of any kind. If this Agreement is terminated for any reason prior to Closing, as set forth Purchaser shall promptly cause all copies of all Due Diligence Information that are in Section 8 belowPurchaser’s possession, custody, or control to be destroyed or otherwise returned to Seller upon Purchaser’s receipt of written request from Seller. b. After the Deposit shall become non-refundableEffective Date of this Agreement and until the Closing Date or termination hereof, 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 timeat its option and expense, 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 upon reasonable notice 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 perform non-destructive engineering tests, studies ,and/or economic investigations concerning the Property, and documents pertaining Seller has the right to be present during any such entry and to observe all such testing or other investigation. Purchaser hereby agrees to indemnify and save Seller harmless from any losses actually incurred by Seller by virtue of Purchaser or its agents or employees entering on the Property to conduct such investigations. Purchaser further agrees to repair any physical damage caused to the Property by Purchaser or its agents or employees in connection with such tests and studies and to cause the same to be fully restored to the condition existing immediately prior to Purchaser’s inspection thereof. Purchaser shall maintain a policy of commercial general liability insurance, with a single combined limit of not less than One Million and 00/100 Dollars ($1,000,000.00), for personal injury and property damage, covering Purchaser and its agents, representatives and independent contractors during any such entry, including contractual liability coverage. Seller shall be named as are additional insured on such commercial general liability policy, and Purchaser shall provide proof of such insurance to Seller, in the a form reasonably acceptable to Seller, prior to any such entry. c. Purchaser agrees that Purchaser’s possession or control. The Seller will cooperate with the Purchaser in updating any studies, reports or tests.obligations pursuant to this Agreement

Study Period. Purchaser shall have the period ending at 6:00 p.m. (local time in Boston, Massachusetts) on July 8, 2005 (the "Study Period"), to physically inspect the Property, review economic data and market conditions, underwrite the Tenant and review the Lease, conduct appraisals, make inquiry of governmental officials, perform examinations of the physical condition of the Improvements, examine the Real Property for the presence of Hazardous Materials, and to otherwise conduct such due diligence and underwriting as Purchaser, in its sole and absolute discretion, deems appropriate in accordance with Section 5.1(b) above. This Agreement shall terminate unless, before 6:00 p.m. on the first business day following the end of the Study Period (the "Study Period Notice Deadline"), Purchaser gives Seller written notice (the "Study Period Notice") that Purchaser, in its absolute and unreviewable discretion, elects to proceed with the purchase of the Property subject to and in accordance with the terms of this Agreement. In addition, at any time before the Study Period Notice Deadline, Purchaser may, in its absolute and unreviewable discretion, terminate this Agreement by giving written notice thereof to Seller (the "Termination Notice"). In the event that either: (a) The Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees, and invitees shall have gives a Termination Notice before 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, analysesPeriod Notice Deadline, or other determinations desired by (b) Purchaser does not give a Termination Notice but fails to give 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 Notice before the Study PeriodPeriod Notice Deadline, to terminate this Agreement for any reason (or for no reason whatsoever)shall automatically terminate, in which event the Deposit promptly shall be returned to the Purchaser, and Seller and Purchaser and the Parties shall have no further obligations or liabilities to each other in connection with hereunder other than Purchaser's obligations under Section 5.1(b)(iv), 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 5.2 and 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 Agreement5.3. In the absence event of such notice, a termination of this Agreement shall remain in full force and effect. (b) Within five (5) business days following the Effective Date of this Agreementfor any reason, the Seller Purchaser shall deliver to the Purchaser Seller originals or 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 ,materials and documents pertaining in Purchaser's possession relating to the Property as are in and obtained by Purchaser during its investigation of the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any studies, reports or testsProperty.

Study Period. 12 - (a) The Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees, and invitees Buyer shall have the right until 5:00 p.m. Eastern Time on the date that is forty- five (45) days following the Effective Dateright, 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 upon prior reasonable written notice to the Seller prior to examine the books and records relating to the expiration of Property, to enter upon the initial 45-day period. The Purchaser may electLand 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, during 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 PeriodPeriod that it has determined not to proceed to Closing, to terminate this Agreement for any reason (or for no reason whatsoever)automatically shall terminate, in which event the Deposit Xxxxxxx Money shall be immediately returned to the Purchaser Buyer, and, upon return of the Xxxxxxx Money, the Buyer and the Parties Seller shall have no further rights, liabilities or obligations to each other in connection with hereunder (except as expressly survive the termination of this Agreement. If ). (b) Promptly after the Purchaser does not so terminate Effective Date, and throughout the term of this Agreement prior as any of the materials listed in Schedule B become available to the expiration Seller or are amended or updated, (to the extent not previously provided or made available to the Buyer) the Seller shall deliver to the Buyer, copies of the Study Periodsuch materials which are in, or if the Purchaser fails or refuses to diligently pursue completion of its Conditions to Closingcome into, as set forth in Section 8 below, the Deposit shall become non-refundable, except in the case of the Seller’s failure possession or refusal control. (c) Buyer hereby agrees to complete its Conditions to Closingindemnify, as also set forth in Section 8 belowdefend and hold the Seller, and thereafterits employees, guests, contractors, tenants, manager and their respective invitees harmless from all personal injury or property damage suffered or incurred by or claimed against the Purchaser foregoing arising directly out of any due diligence activities conducted or the entry upon the Land by any of Buyer, its representatives, lenders, consultant or agents, provided, however, such indemnity shall have not cover liability arising from pre-existing conditions unless such pre-existing conditions are exacerbated by the rightBuyer or its consultants, from time agents, contractors, employees or representatives, in which case the Buyer shall be liable for and to timethe extent of the exacerbated condition and not the pre-existing condition. The Buyer, at its own expense, shall restore any damage to enter the Property caused by any of the tests or studies made by the Buyer, or its agents or contractors, but specifically excluding restoring or correcting any environmental or other damage to the Real Property that is discovered as a result of such tests or studies. The Buyer and any of its agents and contractors shall maintain at all times during their entry upon any of the Property for the purpose of making conducting any further inspectiondue diligence activities, investigationscommercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) combined single limit, studiesbodily injury, death and property damage insurance per occurrence. Upon the Seller’s request, Buyer (or tests which are reasonably deemed necessary its agents or appropriate contractor) will deliver a certificate issued 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 insurance carrier of each such policy 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 effectany entry upon any Property. (bd) Within five (5) business days following the Effective Date The Buyer’s obligations under this SECTION 3.1 shall survive any termination of this Agreement, Agreement or the Seller shall deliver to Closing of 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 ,and documents pertaining to the Property as are in the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any studies, reports or teststransaction contemplated herein.