Common use of Buyer’s Due Diligence Clause in Contracts

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.

Buyer’s Due Diligence. Subject Seller has heretofore provided Buyer with (a) a Rent Roll with respect to Section 21 belowthose Leases in effect as of the last day of the calendar month preceding the Letter Date, Buyer shall have twenty-five and (25) Business Days from and after the later to occur of (ib) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the PropertyFinancial Data. IfIn addition, during the Due Diligence PeriodPeriod (a) Seller will make or cause to be made available to Buyer for copying, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in at Buyer’s sole cost and absolute discretionexpense, the Leases and Contracts and any other on-site property files of Seller and Seller’s property manager (other than Confidential Materials) and (b) will allow Buyer’s Representatives and Buyer’s consultants and contractors (collectively, the “Entering Parties”) access to the Real Property upon reasonable prior notice at reasonable times for the purpose of conducting physical tests and inspections of the Real Property, provided (i) such access does not interfere with the operation of the Real Property or the rights of tenants; (ii) Buyer shall have coordinate with Seller and Seller’s property manager prior to each entry on the right, Real Property by giving written notice to Seller on or before any Entering Parties; (iii) the last day Entering Parties shall not contact any tenant; (iv) after the expiration of the Due Diligence Period, Buyer’s Representatives shall not be permitted to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against perform any claims, liabilities, liens, cause of action, expenses, costs, further testing or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection other physical evaluation of the Real Property; and (v) Seller or its designated representative shall have the right to be present during any physical testing of the Real Property and the right to review the scope of the work for any invasive physical tests prior to the Closing Date performance of such tests by Buyer or its contractors or consultants. Buyer shall address or cause its contractors or consultants to address all reasonable concerns expressed by Seller with respect to such work scope or the manner of the performance of such tests. Buyer shall deliver copies of all Buyer’s contractors, employees, representatives, Reports to Seller promptly following receipt thereof by Buyer. Upon the completion of any tests or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reasoninspections, Buyer shall restore immediately return the Real Property to the extent condition existing prior to such tests and inspections. Prior to such time as any Entering Parties enter the Real Property, Buyer shall (i) obtain and cause each of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives its consultants or contractors to substantially the same condition that existed immediately prior obtain a policy of commercial general liability insurance with limits of not less than $1,000,000 combined single limit for personal injury and property damage, which policy of insurance shall name Seller and Seller’s property managers as additional insureds and shall be issued by an insurance company reasonably acceptable to Buyer’s inspection Seller, and investigation. Any provision to the contrary herein notwithstanding(ii) provide Seller with a certificate of insurance evidencing such insurance policy, the provisions of the previous two sentences which certificate shall survive termination of this Agreement provide for any reason for a period of three (3) months and control over any provisions to the contrary herein.ten

Buyer’s Due Diligence. Subject At all times prior to Section 21 belowClosing while this Agreement remains in effect, Buyer and any Buyer’s Representative shall have the right to enter upon the Property for the purpose of inspecting the Property and performing non-invasive and non-destructive diligence inspections, investigations and feasibility studies, at Buyer’s sole risk, cost and expense. Before any such entry, Buyer shall provide Seller with evidence satisfactory to Seller confirming that any agent of Buyer has standard commercial general liability insurance policy covering the activities of Buyer’s Representative providing insurance limits and coverage acceptable to Seller. All of such entries upon the Property shall be at reasonable times during normal business hours and shall be permitted only after at least two (2) days prior notice to Seller, and Seller or Seller’s managing agent shall have twenty-five (25) Business Days from the right to accompany Buyer and after any Buyer’s Representative during any activities performed by Buyer on the later Property. Buyer’s right of entry and inspection shall be subject to occur the rights of (i) tenants of the Opening Property and Buyer and any Buyer’s Representative shall not unreasonably interfere with the ongoing operation of Escrow the Property or the use and (ii) enjoyment of the date of delivery Property by Seller to and Seller’s tenants. If any inspection or test performed by or on behalf of Buyer of damages, disturbs or otherwise alters the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning condition of the Property, then Buyer will promptly repair said damage as near as possible to the physicalcondition which existed before such damage. The provisions of this section shall survive Closing or the earlier termination of this Agreement. Buyer, environmental in its sole and geotechnical condition absolute discretion, may terminate this Agreement by written notice to Seller at any time prior to the expiration of the Property Due Diligence Period for any reason or no reason, and, in the event of such termination, neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement and Buyer shall be entitled to the economic feasibility return of owning the Membership Interests and operating Deposit. In the Property. If, during event Buyer fails to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall be deemed to have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, waived its rights to terminate this AgreementAgreement in accordance with this section. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.LEGAL02/38855357v6 8

Buyer’s Due Diligence. Subject to Section 21 below, (a) Buyer shall have twenty-five thirty (2530) Business Days days from and after the later Effective Date to occur of complete Buyer’s third party inspection reports (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”). Buyer shall coordinate directly with the Operator of each Facility (with notice to Seller) regarding the scheduling of any third-party inspections. All third party inspections and investigations at each respective Facility shall be conducted by Buyer in such manner so as not to evaluate disrupt the operation of such Facility. Buyer may, at its sole cost, obtain third party engineering and analyze physical condition reports and Phase I Environmental Audits covering the feasibility of the Membership Interests and the Property for Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s intended use thereofConsultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, includingwhich consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claimsincurred in connection therewith) arising out of or resulting from the inspection of the Property prior to the Closing Date by Buyer Buyer’ or Buyer’s contractors, employees, representatives, or agentsConsultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, that Buyer such indemnification shall not be responsible for extend to matters merely discovered by Buyer and/or the acts or omissions of Seller or any losses or expenses resulting from third party. The indemnification obligation of Buyer under this Section 6 shall survive the discovery termination of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated indefinitely. Following any audit or inspection as provided for any reasonherein, Buyer shall restore return the Real Property and the Facility to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that in which they existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinsuch audit or inspection.

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliverieshereof until March 3, the Title Commitment and related recorded exception documents, and any existing survey 2014 (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretiondiscretion that the Property is not acceptable for any reason whatsoever, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any actual claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees including the cost of in-house counsel and personal injury claimsappeals but expressly excluding consequential, special, punitive, speculative or incidental damages) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible (i) obligated to provide such indemnity for any losses arising because of the gross negligence or expenses resulting from willful misconduct of Seller or Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, and property manager, or (ii) liable to Seller solely as a result of the discovery of adverse information regarding a pre-existing condition on the Membership Interests Property to the extent the activities of Buyer or the Propertyits consultants do not materially exacerbate such condition. In the event If this Agreement is terminated for any reasonreason (or, to the extent any such repair or restoration is necessary (v) to prevent further damage to the Property, (w) avoid manifest danger to life or property, (x) avoid the suspension of any necessary service to the Property, (y) is necessary to comply with any judicial or governmental authority having jurisdiction, as determined by Seller in its reasonable discretion, or (z) otherwise has a material adverse effect on the use or enjoyment of the Property by the tenants under the Leases, then upon written request of Seller), Buyer shall promptly restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation, to the extent permitted by applicable law. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein; provided however that if Seller shall have provided written notice to Buyer with reasonable detail of a specified repair Buyer is required to make hereunder, then such period shall be extended until such repair is complete.

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveriesuntil 5:00 p.m. Pacific time on November 13, the Title Commitment and related recorded exception documents, and any existing survey 2012 (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the rightright to conduct due diligence with regard to the Property for a. period of Thirty (30) days from the execution of this Agreement. Buyer will be provided with a due diligence packet including all due diligence studies, Phase 1 environmental studies (if any exist), reports, plans., survey., title, permits, applications, Resolutions of Approved, Professional Review Letters and any other documents obtained by giving written notice Seller in the development of the project within Two (2) days after this Agreement is fully executed. Buyer, in its sole discretion, shall have the right to Seller on or before terminate this Agreement at any time prior to the last day expiration of the Due Diligence Periodperiod. To the extent that the Buyer terminates the Agreement within this period, Buyer shall be entitled to the return of all deposit monies and this Agreement shall then be deemed, null and void. Seller understands and agrees that during this period Buyer may be retaining professionals to examine and inspect the property and grants Buyer permission, provided reasonable notice is given of such inspection, to terminate this Agreemententer the property to conduct such inspections. Buyer agrees shall have the right to indemnify conduct such investigation and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of tests on the Property prior as Buyer in its sole discretion deems necessary including but not limited to, soil sat-mice, wetlands studies, surveys, periodic tests and test bores and. any other test or review any other study, approval, plan, permit as Buyer in its sole discretion deems necessary to ascertain whether the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible Property is suitable for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Propertyintended use. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors property to substantially the same condition that existed immediately in which it was prior to Buyer’s inspection such inspections and investigationtests following the completion of the inspections and testing. Any provision to Buyer shell indemnify, defend, and hold Seller harmless for any claim or damage, which may have been caused by Buyer or its representatives entering upon the contrary herein notwithstanding, property after the effective dxxx. If Buyer terminates this Agreement in accordance with the provisions of the previous two sentences this section 5, Buyer shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinbe reimbursed Bayer's Deposit.

Buyer’s Due Diligence. Subject to Section 21 belowFrom Execution Date of this Agreement through February 26, Buyer shall have twenty-five 2007 (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence PeriodDeadline”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion), Buyer shall have the rightright and opportunity to (i) review the Contracts and Data, (ii) perform title examination, (iii) inspect the physical condition of the Lands, Wxxxx and Facilities, and (iv) inspect the environmental condition of the Lands, Wxxxx and Facilities and to make an environmental assessment thereof. Buyer agrees to promptly provide to Seller a copy of any environmental assessment made by giving or on behalf of Buyer and reduced to writing, including any reports, data and conclusions. Buyer shall keep any data or information acquired by all such examinations and the results of all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller, unless such disclosure is required by law or judicial process. Buyer shall release, indemnify, defend and hold harmless Seller and their respective directors, officers, employees and agents from and against any and all loss, cost, damage, expense or liability, including attorney’s fees, whatsoever arising out of any injury to or death of persons or damage to property occurring in, on or about the Lands, Wxxxx and Facilities as a result of Buyer’s inspection and assessment activities (except for any such injuries or damages caused solely by the active negligence or willful misconduct of any of said indemnitees). If Buyer discovers any material defect, condition, event, obligation or liability prior to the Due Diligence Deadline which makes the transaction contemplated herein unsatisfactory to Buyer, in its sole discretion, then Buyer may terminate this Agreement upon written notice to Seller, with no further liability by either party to the other based upon such termination and Seller shall return the Deposit to Buyer in accordance with subparagraph 1(b) above. If Buyer does not deliver to Seller a written notice of termination on or before the last day Due Diligence Deadline, Buyer shall be deemed to have inspected title and the condition of the Due Diligence PeriodLands, Wxxxx and Facilities, or waived its right to terminate inspect the same for all purposes, and satisfied itself as to their physical and environmental condition, both surface and subsurface. If the parties hereto do not close the transaction contemplated in this Agreement for any reason, this confidentiality obligation shall survive the termination of this Agreement. Buyer If the parties hereto close such transaction, Seller agrees not to indemnify and hold Seller harmless and defend Seller from and against any claimsdisclose the data, liabilities, liens, cause information or results of action, expenses, costssuch assessment, or damages (including reasonable attorneys’ fees any Buyer information reviewed during such assessment, to any third parties without the prior written consent of Buyer, such confidentiality obligation to survive the termination of this Agreement. Seller shall further make available to Buyer all data and personal injury claims) resulting from information relating to the inspection environmental and physical condition of the Property prior to the Closing Date by Buyer or Buyer’s contractorsProperties, employees, representatives, or agents; provided, however, that but Buyer shall not be responsible for any losses allowed to copy or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinretain such information.

Buyer’s Due Diligence. Subject This Agreement is subject to Section 21 belowBuyer completing due diligence items, which may include title review, property condition assessment, Environmntal Site Assessment, methamphetamine testing in every room and review of Sellers’ books and records, including any environmental reports or property condition reports in Sellers’ possession. Buyer shall have twenty-five sixty (2560) Business Days days from and after the later to occur of Effective Date (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate give notice terminating this Agreement under this condition. Upon receipt of such notice, this Agreement shall terminate and analyze the feasibility be of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Propertyno further force or effect. If, during During the Due Diligence Period, Buyer determines that the Membership Interests or and Xxxxx’s agents may enter the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written at reasonable times with advance notice to Seller on or before the last day of the Due Diligence Periodperform such testing, to terminate this Agreement. studies and surveys as Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claimsdeems necessary, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not unreasonably burden or disturb motel occupants and Buyer will not perform any excavation or coring or invasive testing on the Property without Sellers’ prior consent, which consent shall not be responsible unreasonably withheld. Sellers will cooperate with Xxxxx’s efforts to perform testing, studies, and surveys, and will provide access to all property rooms for any losses or expenses resulting from the discovery purpose of adverse information regarding methamphetamine testing prior to expiration of the Membership Interests or due diligence period. Xxxxx’s purchase of the property and the release of xxxxxxx money shall be expressly conditioned on the County’s satisfaction with the environmental status of the Property, including obtaining any necessary regulatory approvals to limit the County’s liability. In Buyer agress to share the event this Agreement is terminated for any reasonresults of such testing with the Sellers. Upon completion of the Due Diligence and Xxxxx’s satisfaction with the results thereof, Buyer shall restore the Property inform Sellers of such in writing at least 30 days prior to the extent of scheduled closing date and shall direct that Escrow release the xxxxxxx money to the Sellers. Sellers shall then give notice to occupants and to the franchisor and to any physical change other parties with contractual relationships with the motel, such as maintenance and service providers. Sellers shall terminate such contracts and agreements on or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinClosing Date.

Buyer’s Due Diligence. Subject to Section 21 below, (a) Buyer shall have twenty-five until 6:00 p.m., EST, on March 31, 2005 (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Study Period”) to evaluate and analyze the perform a feasibility study of the Membership Interests Property, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, environmental, structural and engineering investigations, auditing of books and records of the Property, financial analyses and verification of existing zoning. Seller agrees to provide Buyer and its agents and representatives, upon at least two (2) business days advance written notice, reasonable access to the Property during normal business hours, subject to the rights of tenants, and reasonable access to all books, records, files, financial data, leases and contracts relating to the Property (except confidential or privileged documents, reports and records and internally prepared memoranda and reports) and to reasonably cooperate in such examinations and to cause the property manager to reasonably cooperate in such examinations following the Effective Date for the purpose of performing, at Buyer’s intended sole cost and expense, the above-referenced studies, physical inspections, investigations and tests on the Property (collectively, the “Tests”) provided that no such tests shall be conducted without at least three (3) business days prior written notice to Seller and if any such Tests are invasive Seller’s prior approval of such Tests, which approval shall be in Seller’s sole and absolute discretion. Notwithstanding anything herein to the contrary, Buyer shall not need Seller’s further consent to conduct Phase I environmental studies. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use thereofof the Property or the rights of the tenants at the Property and upon completion of such Tests, Buyer agrees at its sole cost to promptly restore the Property to the condition it was in immediately prior to such Tests, including, but not limited to the prompt removal of anything placed on the Property in connection with such Tests. Seller shall have the right to have a representative of Seller present at all times while Buyer is performing any such Tests and otherwise conducting its feasibility study. Buyer shall indemnify, defend (with counsel reasonably satisfactory to Seller), protect, and hold Seller and its agents, servants, attorneys, officers, partners, shareholders, consultants, contractors, directors, tenants, members, representatives and employees (collectively, the “Seller Parties”) harmless from and against any and all liability, loss, cost, expense, claim, damage, or expense (including, without limitation, reasonable attorney’s fees and costs) of any kind or nature whatsoever which any of the zoning Seller Parties may sustain or incur by reason of or in connection with any Tests made by Buyer, or any of its employees, consultants, engineers, agents, representatives or contractors (collectively, the “Buyer’s Designees”) relating to or in connection with the Property, or entries by any of Buyer’s Designees onto the physical, environmental and geotechnical condition Property or during the conduct of any of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agentsstudies; provided, however, that Buyer Buyer’s indemnity hereunder shall not be responsible for any losses or expenses resulting from apply to the mere discovery of adverse information regarding the Membership Interests a pre-existing environmental or physical condition at the Property. In the event this Agreement is terminated for Notwithstanding any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstandingin this Agreement, the provisions indemnity obligations of the previous two sentences Buyer under this Agreement shall survive any termination of this Agreement for or the delivery of the deed and the transfer of title pursuant to this Agreement. This Section 5(a) shall survive any reason termination of this Agreement or Closing hereunder for a period of three (3) months and control over any provisions to the contrary hereinyears.

Buyer’s Due Diligence. Subject to Section 21 belowDuring the Due Diligence Period, Buyer and its agents may, at Buyer’s sole expense, conduct tests and physical inspections of the property, including building inspections and environmental site assessments desired by Buyer. Buyer shall have twentyalso conduct such investigations with regard to zoning, building codes, and availability of permits and approvals for its intended construction and use of the Property, as it deems prudent in its sole discretion. Buyer shall provide evidence to Seller that Buyer has procured and paid premiums for an all-five risk public liability insurance policy written on a per occurrence and not claims made basis in a combined single limit of not less than ONE MILLION DOLLARS (25$1,000,000) Business Days which insurance names Seller as additional insured. Buyer shall keep the Property free and clear of all mechanic liens, lis pendens and other liens arising out of the entry and work performed under this paragraph and shall maintain or assure maintenance of workers' compensation insurance (or state approved self-insurance) on all persons entering the Property in the amounts required by the State of California. Buyer shall promptly restore the Property to the condition that it was in prior to those tests and inspections and shall indemnify, defend and hold Seller harmless from all damages, costs, loss, expense (including attorney fees) and after liability resulting from Xxxxx’s activities, acts, and omissions on the later Property, including, but not limited to, mechanic liens. Notwithstanding anything to occur of the contrary contained in this Agreement, (i) the Opening defense, indemnity, and hold harmless provision contained in this Section shall not apply to the extent such liabilities arise in connection with the sole negligence or willful misconduct of Escrow Seller, its employees, agents, contractors, licensees or invitees and (ii) the date of delivery provided further that Buyer shall have no liability to Seller or to its employees, agents, or contractors by Seller reason of, nor shall Buyer have any duty to Buyer of the Seller's Deliveriesindemnify, the Title Commitment and related recorded exception documentsdefend, and or hold any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereofperson or entity harmless from or against, any liabilities, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition any claim for diminution in value of the Property and or for environmental remediation or clean-up costs, resulting directly from Buyer having merely discovered and/or reported (to the economic feasibility of owning the Membership Interests and operating extent required by applicable law) any adverse physical condition, title condition, environmental condition, or other defect with respect to the Property. If, during The foregoing provisions shall survive the Due Diligence Period, Buyer determines that the Membership Interests Closing or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretiontermination of this Agreement. At Closing, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of take the Property prior subject to the Closing Date any title exceptions caused by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or Xxxxx exercising this license to enter the Property. In the event Copies of any final non-privileged, non-attorney-client work product reports and any survey prepared pursuant to this Agreement is terminated for any reason, Buyer shall restore be delivered to Seller (at no cost to Seller) which Seller shall be entitled to use if the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinClosing does not occur.

Buyer’s Due Diligence. Subject to Section 21 below, (a) Buyer shall have twenty-five until 5:00 p.m. (25PST) Business Days from and after on May 23, 2005 (the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate make such inquiries and analyze review such documents regarding the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitationmarket conditions, the zoning financial and physical condition of the Property, the physicalenvironmental matters, environmental zoning, governmental compliance, financing and geotechnical condition of such other inquiries and documents as Buyer deems appropriate. Buyer shall have reasonable access to the Property and for the economic feasibility purpose of owning the Membership Interests and operating the Property. Ifmaking, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in at Buyer’s sole cost and absolute discretionexpense, Buyer shall have the rightsurveys, by giving written soil tests, inspections and other investigations and tenant interviews upon at least twenty-four (24) hours prior notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date which notice may be by Buyer or Buyer’s contractors, employees, representatives, or agentstelephone); provided, however, that (a) except as provided below, Buyer shall permit representatives of Seller to be present during any and all such surveys, tests, inspections and investigations, (b) without obtaining Seller’s prior written consent, which may be withheld in Seller’s reasonable discretion, (i) Buyer shall only conduct visual inspections, and (ii) Buyer shall not be responsible make excavations or test borings, drill wxxxx, or engage in any activities in, on or around the Property that damage the Property (provided, however, that nothing herein shall prohibit Buyer or any of its engineers or contractors from performing non-invasive activities such as a Phase I environmental assessment or report, testing for mold, moisture-related conditions, asbestos and asbestos containing materials, seismic evaluations, air quality tests or any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or similar test which does not result in any material damage to the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or ) and (c) Buyer’s investigation of the Property by Buyer or shall be subject to the rights of existing tenants. Buyer’s agentsright of entry onto the Property shall be for the limited purpose of performing such surveys, representatives tests, inspections and investigations, and tenant interviews and Buyer shall have no right to use the Property for any other purpose until after the Closing. Buyer shall conduct such surveys, tests, inspections and investigations in a manner not unreasonably disruptive to tenants or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigationoperation of the Property. Any provision Notwithstanding anything to the contrary herein notwithstandingcontained herein, Seller shall request of California Casualty Management Company that Buyer have the provisions opportunity to conduct one or more interviews and other meetings with representatives of the previous two sentences California Casualty Management Company without any representatives or agents of Seller being present, provided that Seller shall survive termination not be in default of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.if California Casualty Management Company refuses to

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from During the term of this Agreement and after continuing through the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests Closing Date or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretionearlier termination of this Agreement, Buyer shall have the right, by giving written notice right (i) to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the make a physical inspection of the Property (but Buyer may not do any invasive testing, including without limitation core sampling or drilling xxxxx, without Seller’s prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agentswritten approval); provided, however, that Buyer shall have the right to cause a phase I environmental site assessment of the Property to be performed without the consent of Seller, and (ii) to examine and analyze any operating files maintained by Seller in connection with the leasing, maintenance, operations and/or management of the Property, including, without limitation, the Lease, the lease file relating to the Lease, Contracts, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, engineering reports, environmental audits and similar materials in the possession and/or maintained by Seller or Seller’s property manager, but excluding materials which are not directly related to the leasing, maintenance, operations and/or management of the Property such as Seller’s internal memoranda, financial projections, budgets, appraisals, accounting and income tax records and similar proprietary or confidential information. Buyer understands and agrees that any on-site inspections or testing of the Property shall be responsible subject to Tenant’s consent rights and conducted upon at least two (2) Business Days prior notice (which may be provided by telephone or electronic mail) to Seller, and Seller shall have the right to have a representative present, at all times, during such inspections. Any such inspections and testing shall be performed by companies selected by Buyer and reasonably acceptable to Seller. Buyer agrees to repair any damage to the Property solely caused by Buyer or its agents or invitees and to indemnify against and defend and hold Seller harmless from and against any claim for any losses liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or expenses injuries arising out of or resulting from Buyer’s or its agents’ or invitees’ entry onto, inspection or testing of the Property, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any earlier termination of this Agreement, as the case may be; provided, however, this indemnity shall not apply to: (x) the mere discovery by Buyer of adverse information regarding any conditions at the Membership Interests Property; (y) any matter relating to a pre- existing condition at the Property unless exacerbated by Buyer; or (z) any damage arising out of Seller’s negligence, willful misconduct, or intentional acts. Buyer shall maintain or cause to be maintained and shall ensure that Buyer’s consultants maintain (1) commercial general liability insurance with coverage of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate and (2) property damage insurance with coverage of not less than $1,000,000 per occurrence, as supplemented by excess liability coverage of not less than $5,000,000 in the aggregate, and in form and substance adequate to insure against all liability of Buyer and its consultants, respectively, and each of its agents, employees or contractors, arising out of the inspections or testing. Prior to exercising its rights under this Section 4.1, Buyer shall provide evidence of the insurance coverage required under this Section 4.1, and Seller shall be named as an additional named insured thereunder prior to Buyer’s (or its agent’s) entry upon the Property. In Subject to the event this Agreement is terminated rights of Tenant, all inspections and testing shall be conducted in a commercially reasonable manner to minimize any disruption to the activities being conducted on the Property by Seller or Tenant, and shall occur during normal weekday business hours, which for purposes hereof shall mean Monday through Friday (other than holidays) during the hours of 8:00 am through 5:00 pm, or during such other day and time as may be mutually agreeable by Seller and Buyer. Buyer shall not contact any reasongovernmental authority or agency regarding the Property or Tenant without the prior consent of the Seller, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall not contact Tenant (whether at the Property or through other means) or conduct any Tenant interviews without the prior consent of the Seller, which shall not be unreasonably withheld, conditioned or delayed. If Buyer desires to contact Tenant or conduct interviews with Tenant or the employees of Tenant, Buyer shall restore give Seller reasonable advance notice (by telephone or electronic mail) thereof. Seller shall arrange for any such Tenant interview/meeting with Tenant at a mutually convenient time for Buyer, Seller, and the Property Tenant during standard weekday business hours (as provided above), and Seller shall have the right to have a representative from Seller present, at all times, during such Tenant interview/meeting. Buyer agrees that its contact and discussions with and interviews of Tenant shall only be conducted in accordance with the extent provisions outlined above. Seller shall reasonably cooperate to facilitate the timely scheduling of any physical change or damage made all Tenant interviews/meetings. Buyer acknowledges and agrees that Buyer does not have the right to terminate this Agreement as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors due diligence pursuant to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinSection 4.1.

Buyer’s Due Diligence. Subject to Section 21 belowAdditionally, Buyer shall have twenty-five during the Review Period, BUYER may conduct, at BUYER’s expense, studies, examinations, and inspections of or on the Property (25) Business Days from and after the later to occur of collectively, “BUYER’s Due Diligence”). BUYER may seek reports at its discretion, including: (i) the Opening of Escrow and a market analysis; (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning a financial analysis of the Property; (iii) engineering, physical inspections, and structural analysis of any improvements and equipment; (iv) legal review; (v) analysis of the physicalTitle Commitment; (vi) analysis of the Survey; (vii) Phase I Environmental Site Assessment of the Property; and (viii) any other documents, environmental and geotechnical condition non-invasive studies or inspections of the Property and the economic feasibility of owning the Membership Interests and operating that BUYER deems necessary to evaluate the Property. If, during the Due Diligence Periodprovided, Buyer determines however, that the Membership Interests or (a) any entry by BUYER upon the Property are shall be at the sole cost, expense and risk of BUYER, and (b) BUYER shall not acceptable for perform any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day invasive tests of the Due Diligence PeriodProperty except in accordance with subsection 9.3, and (c) BUYER shall promptly furnish copies of the reports and results of such inspections to terminate this AgreementSELLER, at no cost to SELLER other than reasonable copying Xxxxxxxx Park/XxxxXxxxx Purchase and Sale Agreement May 15, 2020 Page 6 of 34 charges; provided, however, SELLER acknowledges that one or more of such reports may by its terms prohibit the dissemination thereof or reliance thereon by third parties such as SELLER, and SELLER expressly acknowledges and agrees that BUYER makes no representations or warranties about the accuracy or completeness of any such reports. Buyer BUYER hereby indemnifies and agrees to indemnify and hold Seller SELLER harmless and defend Seller from and against any claimsand all loss, liabilities, liens, cause of action, expenses, costs, cost or damages expense (including reasonable attorneys’ fees and personal expenses) arising out of and directly related to injury claims) resulting from the inspection of the Property prior to the Closing Date persons or damage to property caused by Buyer or Buyer’s contractors, employees, representativesBUYER, or agents; providedany employee, howeveragent, that Buyer shall not be responsible for principal of, or independent contractor with, the BUYER, in connection with any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or such entry upon the Property. In Any entry upon the event this Agreement is terminated Property by BUYER for the purpose of conducting such inspections shall be reasonably coordinated in advance with SELLER as to scheduling and other such details. At SELLER’s election, a representative of SELLER may be present during any reason, Buyer shall restore entry by BUYER upon the Property to conduct the extent of inspections (as long as such presence shall not unreasonably delay the entry). Further, BUYER agrees to (a) satisfy any physical change and all mechanic’s liens which may be filed or damage made threatened against the Property as a result of such entry by BUYER, or any employee, agent, principal of, or independent contractor with, the conduct of any BUYER onto and inspection or investigation of the Property, and (b) if this transaction does not close, repair any damage to the Property caused by Buyer BUYER or Buyer’s agents, representatives its agents or contractors employees and to restore the Property to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision existing on the Effective Date hereof to the contrary herein notwithstandingextent such restoration is necessary as a result of any damage to the Property caused by BUYER or its agents or employees. Prior to any entry on the Property, BUYER shall provide to SELLER evidence of the following insurance: (i) commercial general liability insurance for personal injury (including wrongful death) and damage to property caused by any act or omission by BUYER, its agents, employees, contractors, subcontractors and invitees (with a combined single limit of liability for bodily injury and property damage of not less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate); and (ii) employers’ liability insurance (and workers compensation, if required) in accordance with applicable state law. The commercial general liability policy shall contain an endorsement naming SELLER as an additional insured. No inspection of the Property by BUYER under the provisions of this subsection 9.1 shall unreasonably interfere with the previous two sentences operation of the Property or the conduct of business thereon by SELLER or its respective employees and invitees. Unless otherwise set forth in this Agreement, BUYER shall survive termination pay for BUYER’s Due Diligence and Review Period expenses outside of this Agreement for any reason for a period of three (3) months Escrow and control over any provisions to the contrary hereinClosing.

Buyer’s Due Diligence. Subject CONDITION OF THE PROPERTY Buyer acknowledges that commencing prior to Section 21 belowthe execution of this Agreement and continuing for a period which will expire at 5:00 PM then-prevailing Eastern Time on the tenth (10th) business day following the "Effective Date", Buyer shall have twenty-five (25) Business Days from and after which for the later to occur purposes of (i) the Opening of Escrow and (ii) this Agreement is the date upon which the second of delivery by Purchaser and Seller to Buyer of shall execute this Agreement, (the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“"Due Diligence Period”) "), Buyer may continue to evaluate conduct, its financial due diligence of and analyze the feasibility review of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of title to the Property. Buyer acknowledges that it has been afforded the opportunity to conduct examinations, inspections, testing, studies and/or investigations (herein collectively called the physical, environmental and geotechnical condition "Due Diligence") of the Property and information regarding the economic feasibility Property prior to the Execution Date and has completed same, but for financial due diligence and title review. If Buyer is not satisfied with the results of owning the Membership Interests and operating the Property. If, during the its Due Diligence PeriodDiligence, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, may terminate this Agreement by giving written notice to Seller given in accordance with the provisions of Section 14.9 hereof on or before the last day of the Due Diligence Period, and, in the event of such termination, neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement and Buyer shall be entitled to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection return of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the PropertyDeposit. In the event Buyer fails to terminate this Agreement is terminated for any reasonon or before the last day of the Due Diligence Period, Buyer shall restore be deemed to have waived its rights to terminate this Agreement in accordance with this Article 4. Buyer and Seller each acknowledge and agree that Buyer shall have no additional period after the Property expiration of the Due Diligence Period to conduct further physical Due Diligence regarding the extent of any physical change or damage made Property. At Closing and as a result material inducement for Seller to consummate the Transaction, Buyer will deliver a certification in the form of the conduct of any inspection or investigation of the Property Exhibit F attached hereto and incorporated herein by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinreference.

Buyer’s Due Diligence. Subject to Section 21 belowIf not already commenced as of the date hereof, Buyer shall have twentypromptly following the execution of this Agreement, and subject to Section 5.1 hereof, commence and thereafter diligently pursue to completion its (i) on-five site due diligence visits of the properties, (25ii) investigation of the condition of the Business Days from and the Assets, including but not limited to the Inspection Reports, and (iii) evaluation of the books and records of the Business (collectively, the “Buyer’s Due Diligence Investigation”). Buyer agrees to provide the Seller with a complete and correct copy of all Inspection Reports received by Buyer in connection with Buyer’s Due Diligence Investigation. Any fact, matter, condition, deficiency, encumbrance, or encroachment reflected or referenced in any Inspection Report which is not objected to in writing by Buyer within thirty (30) days after Buyer’s receipt of such Inspection Report shall be deemed accepted by Buyer. Notwithstanding the later to occur of foregoing, if (i) the Opening information found during the Buyer’s Due Diligence Investigation, or through its review and evaluation of Escrow and the Schedules, would be reasonably deemed to have a Material Adverse Effect on the overall transaction contemplated hereby, or (ii) Buyer and Seller are not able to reach an agreement as to the date content of delivery any Schedule as to which Buyer has raised a timely objection pursuant to Section 3.19 within the applicable thirty (30) day time period, then, in either case, Buyer may elect, by written notice delivered to the Seller, either to (a) terminate this Agreement as set forth herein and neither party shall have any further obligation to the other except as may be expressly provided herein, or (b) continue to Closing and negotiate in good faith with the Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as reach a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior resolution to Buyer’s inspection and investigation. Any provision to Seller’s reasonable satisfaction (except that such resolution shall not include a reduction in the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary hereinPurchase Price).