Common use of Contingency Period Clause in Contracts

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Time on September 2, 2011 (such period being referred to herein as the “Contingency Period”) to review and approve the matters described in Sections 2.1(b)-(e) above in Buyer’s sole discretion, subject to the provisions of Section 4.1 governing title and survey review and approval. If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to Seller in writing (the “Asset Approval Notice”), in which case Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(e) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the Lease, reports, and other items and materials delivered to, prepared by or on behalf of, or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession (the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Time on September 2a period of thirty (30) days following the execution date (the "Due Diligence Period") within which to perform certain activities with respect to the property including without limitation, 2011 surveying, topographical studies, soil tests, engineering, environmental and other tests, preliminary land planning, review of the zoning classification and other requirements of applicable laws, statutes and ordinance of the land, determining the availability of utilities, communications with the applicable governmental and quasi-governmental authorities in connection with Buyer's reconstruction of building(s) for office and office related use (the "Proposed Improvements"). All investigations and inquiries by Buyer and the results thereof shall not affect or limit the representations and warranties of Seller contained in this agreement or waive or limit Buyer's right with respect to such period being referred to herein as representations and warranties. If, within the “Contingency Due Diligence Period”) to review , Buyer, in its sole and approve the matters described in Sections 2.1(b)-(e) above in Buyer’s sole absolute discretion, subject to the provisions of Section 4.1 governing title and survey review and approval. If Buyer determines to proceed is unsatisfied with the purchase results of such inquiries and investigations, Buyer shall have the Propertyabsolute right to so notify Seller and to terminate this agreement, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to Seller in writing (the “Asset Approval Notice”)without further liability or either party, in which case the deposit previously paid by Buyer plus all interest accrued thereon shall be refunded to Buyer and Buyer shall be deemed deliver to have approved all of the matters described in Sections 2.1(a)-(e) above (subject Seller, at no cost to the provisions of Section 4.1 below as to title and survey matters), including, without limitationSeller, all documentssurveys, Service Contracts plans, sketches, tests and the like (subject to Section 7.5the "Development Data") and other contracts, agreements, the Lease, reports, and other items and materials delivered to, prepared by or on behalf of, or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, the land which material shall be made available by Seller delivered without representation or warranty as to the extent such items are in Seller’s possession (the “Due Diligence Materials”)their accuracy, and the Deposit shall become nonrefundable except as expressly provided hereinveracity or fitness for a particular purpose. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of During the Due Diligence MaterialsPeriod, (i) however, the documents which are described on Schedule 2 attached hereto, to parties shall otherwise be fully bound in accordance with the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possessionprovisions hereof.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Pacific Time on September 2November 1, 2011 2005, (such period being referred to herein as the “Contingency Period”) to review and approve the matters described in Sections 2.1(b)-(e2.1(b)-(g) above in Buyer’s sole discretion, subject to discretion (title and survey review and approval shall be governed by the provisions of Section 4.1 governing title and survey review and approvalbelow). If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to so notify Seller in writing (the “Asset Approval Notice”)writing, in which case Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(e2.1(a)-(g) above (subject to the provisions of Section Sections 3.1 and 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the Equinix Lease, reports, reports and other items and materials delivered to, related to the Property prepared by or on behalf ofof Seller and all of the items contained in or referenced at the internet site: xxx://xxxxx:Xxxxxx00@xxx.xxxxxxx.xxx to the extent such documents, contracts, agreements, reports and other items and materials are delivered to Buyer or otherwise made available to Buyer in connection with this Agreementon the internet site, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be (such items prepared by or on behalf of Seller or delivered or made available by Seller Buyer are, collectively, referred to the extent such items are in Seller’s possession (herein as the “Due Diligence Materials”,” an index of the materials contained on the foregoing website and otherwise delivered to Buyer is attached hereto as Exhibit G), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Noticesuch written notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In acknowledges in connection with the performance of Buyer’s 3-14 Audit, foregoing that Seller shall, during has recently acquired the Delivery Period, deliver to Buyer, concurrently with the delivery of Property and that the Due Diligence Materials, (i) Materials being made available to Seller are the documents which are described on Schedule 2 attached hereto, materials received by Seller in connection with its acquisition of the Property and certain of the materials developed by Seller in that process. Seller makes no representation or warranty as to the extent in existence and in Seller’s possession (collectivelyaccuracy or completeness of such materials or items, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are except as otherwise specifically set forth in Schedule 2, to the extent such information is in existence and in Seller’s possessionherein.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Pacific Time on September 2, 2011 the date on which the Due Diligence Period expires under Section 5.1 to review and approve or waive Buyer’s Conditions (such period being referred to herein as the “"Contingency Period”) to review and approve the matters described in Sections 2.1(b)-(e) above in Buyer’s sole discretion, subject to the provisions of Section 4.1 governing title and survey review and approval"). If Buyer determines elects to proceed with the purchase of the Property, then Buyer shall, before the end expiration of the Contingency Period, give notice of its determination to proceed to notify Seller in writing (the “Asset Approval Notice”), in which case that Buyer shall be deemed to have has approved all of the matters described in Sections 2.1(a)-(e) above (subject to the provisions of Section 4.1 below as to title and survey such matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the Lease, reports, and other items and materials delivered to, prepared by or on behalf of, or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession (the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Noticesuch written notice and fails to object to any of Buyer’s Conditions, then Buyer shall be deemed to have elected waived Buyer’s Conditions. Notwithstanding the foregoing, if Buyer objects to terminate any of the matters contained within Section 6.1 within the Contingency Period, then Seller may, but shall have no obligation to, remove or remedy any objectionable matter. If Seller agrees to remove or remedy the objectionable matter, it shall notify Buyer within ten (10) days following Buyer’s notice of objection, and the Closing Deadline shall be delayed for so long as Seller diligently pursues such removal or remedy. If and when Seller elects not to remove or remedy the objectionable matter, which Seller may do at any time including following an initial election to pursue remedial or corrective actions, this AgreementAgreement shall automatically terminate, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 5.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known 5.5 or as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possessionotherwise expressly provided herein.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Time on September 2, 2011 the date that is thirty (30) days after the Effective Date (such period being referred to herein as the “"Contingency Period”") to review and approve only the matters described in Sections 2.1(b)-(e2.1(a)-(f) above in Buyer’s sole discretion, (subject to the provisions of Section 4.1 governing below as to title and survey review and approvalmatters) in Buyer's sole discretion. If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to so notify Seller in writing (the “Asset "Approval Notice”"), in which case Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(e2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the LeaseLeases, reports (including all property condition reports, environmental site assessments, and soils and engineering reports) and other items and materials delivered to, related to the Property prepared by or on behalf of, of Seller or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are otherwise in Seller’s 's possession or control (collectively, the “"Due Diligence Materials”"), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer gives written notice to Seller that Buyer has elected to terminate this Agreement, or if Buyer fails to give Seller the Asset Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be immediately returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Concurrently with the execution of this Agreement, Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating delivered to the Property an audit commonly known Title Company the sum of One Hundred and No/100 Dollars ($100.00) (such $100.00 being referred to herein as a “3-14” Audit (“Buyer’s 3-14 Audit”the "Independent Consideration"). In connection with , which amount shall be delivered to Seller as valuable consideration for the performance Contingency Period described above and the execution of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in this Agreement by Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have from the Effective Date until 5:00 6:00 p.m. Central Eastern Standard Time time on September 2, 2011 the fifth (5th) Business Day after the Effective Date (such period commencing on the Effective Date and ending on the foregoing date, being referred to herein as the “Contingency Period”) to review and approve the matters described in Sections 2.1(b)-(e2.1(b)-(f) above in Buyer’s sole discretion, subject to discretion (title and survey review and approval shall be governed by the provisions of Section 4.1 governing title and survey review and approvalbelow). If Buyer determines elects to proceed with the purchase of the Propertyterminate this Agreement, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to so notify Seller in writing (the “Asset Approval Notice”)writing, in which case Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(e) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the Lease, reports, and other items and materials delivered to, prepared by or on behalf of, or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession (the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 9.3, 9.5 and 9.9 below. If before the end of the Contingency Period, Buyer has informed fails to give Seller that such written notice of termination, then Buyer is required shall be deemed to have elected to proceed with the acquisition of the Property and Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(f) above (subject to the other provisions of the Agreement including the provisions in Section 3.1 and Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts and other contracts, agreements, Leases, reports and other items and materials related to the Property provided by law Seller to complete Buyer in accordance with Section 2.1 above (collectively, the “Property Information”) and together with all investigations, tests, inspections, studies, reports and other items and materials prepared by or obtained by Buyer and/or Buyer’s agents, representatives, employees, contractors and consultants with respect to certain matters relating to the Property an audit commonly known as a (collectively, the “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Buyer Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to ; the Property which Information and Buyer Due Diligence Materials are set forth in Schedule 2collectively referred to herein as the “Due Diligence Materials”), to and the extent such information is in existence and in Seller’s possessionDeposit shall become nonrefundable, except as expressly provided herein.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Time on September 215, 2011 2006 (such period being referred to herein as the “Contingency Period”) to review and approve the matters described in Sections 2.1(b)-(e2.1(b)-(f) above in Buyer’s sole discretion, subject to discretion (title and survey review and approval shall be governed by the provisions of Section 4.1 governing title and survey review and approvalbelow). If Buyer Buyer, in its sole discretion, determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to so notify Seller in writing (the “Asset Approval Notice”)writing, in which case Buyer shall be deemed to have approved waived any objection to all of the matters described in Sections 2.1(a)-(e2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Buyer’s rights under Section 7.57.5 below) and other contracts, agreements, the LeaseLeases, reports, reports and other items and materials delivered to, related to the Property prepared by or on behalf of, of Seller or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be otherwise provided or made available by Seller to the extent such items are in Seller’s possession Buyer hereunder (collectively, the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Noticesuch written notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Time on September 2, 2011 the date that is thirty (30) days after the Seller Board Approval Date as defined in this Agreement (such period being referred to herein as the “Contingency Period”) to review and approve the matters described in Sections 2.1(b)-(e2.1(b)-(f) above in Buyer’s sole discretion, subject to discretion (title and survey review and approval shall be governed by the provisions of Section 4.1 governing title and survey review and approvalbelow). If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to so notify Seller in writing (the “Asset Approval Notice”)writing, in which case Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(e2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the Lease, reports, reports and other items and materials delivered to, related to the Property prepared by or on behalf of, of Seller which have been delivered or otherwise made available to Buyer in connection with this Agreement(collectively, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession (the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Noticesuch written notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit Promissory Note shall be immediately returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have until 5:00 p.m. (Central Standard Time time) on September 2, 2011 the day that is fifteen (15) days after the Effective Date (such period being referred to herein as the “Contingency Period”"CONTINGENCY PERIOD") to review and approve the matters described in Sections 2.1(b)-(e) above in Buyer’s 's sole discretion, subject to discretion (provided that title and survey review and approval shall be governed by the provisions of Section 4.1 governing title and survey review and approvalbelow). If Buyer determines to proceed with the purchase disapproves of the Propertyany such matters, then Buyer shall, may terminate this Agreement by notifying Seller thereof in writing before the end of the Contingency Period and, in such instance, the Deposit (other than the Initial Portion, provided that if Buyer properly terminates pursuant to Section 4.1, Section 4.1 shall control) shall be returned to Buyer, the Initial Portion shall be paid to Seller, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. In the event Buyer fails to provide Seller with notice of termination prior to the expiration of the Contingency Period, give notice of its determination to proceed to Seller in writing (the “Asset Approval Notice”), in which case Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(e) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the LeaseLeases, reports, reports and other items and materials delivered to, related to the Property prepared by or on behalf of, of Seller and delivered or made available to Buyer in connection with this Agreement(collectively, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession (the “Due Diligence Materials”"DUE DILIGENCE MATERIALS"), and the entire Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Time on September 2, 2011 thirty (30) days from the Effective Date (such period being referred to herein as the “"Contingency Period”) "), to review and approve the matters described in Sections 2.1(b)-(e2.1(a)-(f) above in Buyer’s 's sole and absolute discretion, subject to the provisions of Section 4.1 governing title and survey review and approval. If Buyer determines in its sole and absolute discretion to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to notify Seller in writing (the “Asset Approval "Acceptance Notice”), in which case ") that Buyer shall be deemed to have has approved all of the matters described in Sections 2.1(a)-(eSection 2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters)above, including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the Leasesurveys, reports, reports and other items and materials delivered to, prepared by or on behalf of, to or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to Agreement during the extent such items are in Seller’s possession Contingency Period (the “"Due Diligence Materials”"), and Buyer shall place the Additional Deposit shall become nonrefundable except as expressly provided hereinin escrow with the Title Company pursuant to Section 1.2(b)(2) above. If before the end of the Contingency Period Buyer fails fails, for any reason or no reason in its sole and absolute discretion, to give Seller such Acceptance Notice and deliver the Asset Approval NoticeAdditional Deposit, then Buyer shall be deemed not to have elected to terminate proceed with the purchase of the Property, this AgreementAgreement shall so terminate, the Nonrefundable Payment shall be retained by Seller, the Deposit shall be returned delivered to Buyer, Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Time p.m., California time, on September 2December 17, 2011 1998 (such period being referred to herein as the “"Contingency Period”") to review and approve the matters described in Sections 2.1(b)-(e2.1(a)-(f) above in Buyer’s 's sole discretion, subject to the provisions of Section 4.1 governing title and survey review and approval. If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to notify Seller in writing (the “Asset Approval Notice”), in which case that Buyer shall be deemed to have has approved all of the matters described in Sections 2.1(a)-(eSection 2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters)above, including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the Leasesurveys, reports, reports and other items and materials delivered to, prepared by or on behalf of, to or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession Agreement (the “"Due Diligence Materials”"), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Noticesuch written notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Notwithstanding the foregoing, Buyer acknowledges and agrees that it has informed Seller that Buyer is required by law to complete with respect to certain reviewed and unconditionally approved of all matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Auditdescribed in Sections 2.1(b)-(g) above, Seller shallincluding, during the Delivery Periodwithout limitation, deliver to Buyer, concurrently with the delivery of the Due Diligence MaterialsMaterials referenced therein. Consequently, (iBuyer shall have until the end of the Contingency Period to review and approve the title and survey matters described in Subsection 2.1(a) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possessionabove.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Time on September 2, 2011 the date which is thirty (30) days after the date hereof (such period being referred to herein as the “"Contingency Period”") to review and approve the matters described in Sections 2.1(b)-(e2.1(a)-(f) above in Buyer’s 's sole discretion, subject to the provisions of Section 4.1 governing title and survey review and approval. If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to notify Seller in writing (the “Asset Approval Notice”), in which case that Buyer shall be deemed to have has approved all of the matters described in Sections 2.1(a)-(eSection 2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters)above, including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the Leasesurveys, reports, reports and other items and materials delivered to, prepared by or on behalf of, to or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession Agreement (the “"Due Diligence Materials”"), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Noticesuch written notice, then Buyer shall be deemed to have elected to terminate proceed with the purchase of the Property and shall place the Deposit in escrow with the Title Company pursuant to Section 1.2(b)(2) above. If, however, Buyer notifies Seller in writing prior to the end of the Contingency Period of Buyer's termination of this Agreement, then this Agreement shall so terminate and the Deposit Nonrefundable Payment shall be returned to Buyer, retained by Seller and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 9.8 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have from the Effective Date until 5:00 p.m. Central Standard Time on September 2, 2011 that date which is twenty-five (25) days thereafter (such period being referred to herein as the “Contingency Period”) to review and approve the matters described in Sections 2.1(b)-(e2.1(b)-(f) above in Buyer’s sole discretion, subject to discretion (title and survey review and approval shall be governed by the provisions of Section 4.1 governing title and survey review and approvalbelow). If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to so notify Seller in writing (the “Asset Approval Notice”)writing, in which case Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(e2.1(b)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the LeaseLeases, reports, reports and other items and materials delivered to, related to the Property prepared by or on behalf of, of Seller and provided or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession Buyer (collectively, the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer fails to give Seller the Asset Approval Noticesuch written notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard pm Pacific Daylight Savings Time on September 2April 22, 2011 2016 (such period being referred to herein as the “Contingency Period”) to review and approve the matters described in Sections 2.1(b)-(e2.1(b)-(f) above and to determine, in Buyer’s sole discretion, subject to and absolute discretion (title and survey review and approval shall be governed by the provisions of Section 4.1 governing title and survey review and approvalbelow), that if the Property is acceptable to Buyer. If Buyer determines determines, in Buyer’s sole and absolute discretion, to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to so notify Seller in writing (the an “Asset Approval Notice”), in which case Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(e2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to the provisions of Section 7.57.5 below) and other contracts, agreements, the LeaseLeases, reports, reports and other items and materials delivered to, related to the Property prepared by or on behalf of, of Buyer or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in SellerBuyer’s possession (collectively, the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided hereinherein (including, without limitation, pursuant to the provisions of Section 8.4 below). If before the end of the Contingency Period Buyer delivers a termination notice or fails to give Seller the Asset an Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 9.3, 9.5 and 9.9 below. Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.

Contingency Period. Buyer shall have until 5:00 p.m. Central Standard Time on September 2March 4, 2011 2014 (such period being referred to herein as the “Contingency Period”) to review and approve only the matters described in Sections 2.1(b)-(e2.1(a)-(f) above in Buyer’s sole discretion, (subject to the provisions of Section 4.1 governing below as to title and survey review and approvalmatters) in Buyer’s sole discretion. If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Contingency Period, give notice of its determination to proceed to so notify Seller in writing (the “Asset Approval Notice”), in which case Buyer shall be deemed to have approved all of the matters described in Sections 2.1(a)-(e2.1(a)-(f) above (subject to the provisions of Section 4.1 below as to title and survey matters), including, without limitation, all documents, Service Contracts (subject to Section 7.5) and other contracts, agreements, the LeaseLeases, reports, reports and other items and materials delivered to, related to the Property prepared by or on behalf ofof Seller (collectively, or made available to Buyer in connection with this Agreement, including, without limitation, those materials set forth in Schedule 2 attached hereto and made a part hereof, which shall be made available by Seller to the extent such items are in Seller’s possession (the “Due Diligence Materials”), and the Deposit shall become nonrefundable except as expressly provided herein. If before the end of the Contingency Period Buyer gives written notice to Seller that Buyer has elected to terminate this Agreement, or if Buyer fails to give Seller the Asset Approval Notice, then Buyer shall be deemed to have elected to terminate this Agreement, the Deposit shall be immediately returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. Concurrently with the execution of this Agreement, Buyer has informed Seller that Buyer is required by law to complete with respect to certain matters relating delivered to the Property an audit commonly known Title Company the sum of One Hundred and No/100 Dollars ($100.00) (such $100.00 being referred to herein as a “3-14” Audit (“Buyer’s 3-14 Audit”the "Independent Consideration"). In connection with , which amount shall be delivered to Seller as valuable consideration for the performance Contingency Period described above and the execution of Buyer’s 3-14 Audit, Seller shall, during the Delivery Period, deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Schedule 2 attached hereto, to the extent in existence and in this Agreement by Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”) and (ii) provide to Buyer in written form, answers to such questions relating to the Property which are set forth in Schedule 2, to the extent such information is in existence and in Seller’s possession.