Common use of Feasibility Period Clause in Contracts

Feasibility Period. During the period commencing on the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”), Buyer shall have the opportunity to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, ▇▇▇▇▇’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreement.

Feasibility Period. During the A. For a period commencing on the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 of Thirty (30) days following execution of this Agreement by all parties (the “Feasibility Period”), Buyer shall have the opportunity to conduct all due diligence with regard to the Property by analyzing the feasibility of Purchaser, its ownership, operation, agents and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, ▇▇▇▇▇’s engineers and contractors (collectively, “Buyer’s Representatives”)contractors, shall have the right to to: (i) enter upon the Property at all times during Property, with Seller’s permission which will not be unreasonably withheld, for the pendency purpose of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about inspecting the Property and will not allow any mechanicperforming tests as are suitable for Purchaser’s or materialmenintended purpose; and (ii) seek zoning information from the local governing authority concerning Purchaser’s liens to be recorded on intended use of the Property. Buyer . B. Within ten (10) days after Seller’s receipt of a fully executed copy of this Agreement, if not previously delivered, Seller shall promptly repair any damage deliver to Purchaser copies of the following materials related to the Property caused by such inspections if in Seller’s possession: (i) any Phase I or other environmental studies; (ii) a current survey; (iii) the most current owner’s title insurance policy; and (iv) all leases and rent rolls for each tenant identified in SCHEDULE A (including without limitation, the base monthly rental and all taxes, insurance, and other work performed pass-throughs paid by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalfthe tenant), and all contracts affecting the Property that are not terminable at will. If Buyer determines, in ▇▇▇▇▇Items (i) through (iv) are collectively referred to as the “Materials”. C. In Purchaser’s sole and absolute discretion, to purchase if the PropertyProperty is not suitable for Purchaser’s intended purpose, then Buyer Purchaser shall deliver have the right, upon written notice to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not prior to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then to terminate this Agreement Agreement, in which event the Deposit shall terminate be refunded in full to Purchaser and neither party the parties shall have no further obligation or liability to one another, except for any liability under this Agreement except as expressly survives pursuant to the indemnity provisions of Paragraphs 4D., 10 and 11. The Escrow Agent shall return the Deposit within seven (7) days after receipt of Purchaser’s termination of this the Agreement. Buyer shall Purchaser acknowledges that the Feasibility Period will not be extended for any reason, regardless of whether Purchaser has completed its inspections or zoning inquiry. D. If Purchaser fails to acquire the Property, Purchaser agrees: (i) to repair any damage arising as a result of its exercise of the right of access granted in this Paragraph 4; (ii) to indemnify and hold Seller harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses liability of any kindkind or nature whatsoever as a result of the exercise of such right of access, including, without limitation, reasonable attorneys’ fees, incurred other than as a result of Seller’s negligence or suffered by the Seller Parties to the extent the same directly result from misconduct or the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of Seller’s agents, employees or contractors; and (iii) to return the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this AgreementMaterials to Seller.

Feasibility Period. During (a) Promptly after the period commencing Effective Date, to the extent available to Seller and not previously provided, Seller shall deliver to Purchaser true, correct, and complete copies of: (i) all leases, occupancy agreements, and options affecting the Property (and all amendments, certificates, and addenda thereunder); (ii) all existing agreements, surveys, engineering tests or reports (and copies of all items shown as title exceptions on the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”policy or report), Buyer shall have the opportunity to conduct all due diligence with regard plans or specifications for any improvements, architectural or zoning documents, environmental assessments, contracts, and reports, title insurance policies or reports, and any other tests or reports, if any, relating to the Property by analyzing and in possession of Seller, or its employees, agents, representatives, or under Seller=s control; (iii) the feasibility plans and specifications for any Property improvements; (iv) any and all appraisals of its ownershipthe Property in Seller's possession; (v) all permits, operationcertificates of occupancy, zoning variances, inspection reports, government authorizations or approvals, licenses, agreements, leases, and use options of every kind and nature affecting the Property; (vi) copies of all real estate and personal property tax bills (and assessment notices) for tax years 1998, 1999, and 2000, to the extent available; (vii) a copy of the Seller=s existing ALTA title insurance policy of the Property. Buyer is solely responsible for any ; and all costs incurred by Buyer in connection with its review and/or investigations (viii) a copy of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership, operation, use and development of Seller's survey for the Property and the suitability of the Property for Buyer’s intended purposes. Buyer Property. (b) Purchaser and its agents, employees, consultants agents and representatives, including, without limitation, ▇▇▇▇▇’s engineers and contractors (collectively, “Buyer’s Representatives”), representatives shall have the right to enter upon onto the Property at all reasonable times during after the pendency Effective Date for purposes of this Agreement in order to makeconducting surveys, at Buyer’s sole expensesoil tests, market studies, engineering tests, and such investigations other tests, investigations, studies, and studies inspections as Buyer Purchaser deems necessary or advisabledesirable in its sole discretion to evaluate the Property, in Buyer’s provided that (i) all such tests, investigations, studies, and inspections shall be conducted at Purchaser's sole risk and absolute discretionexpense, (ii) Purchaser shall give Seller reasonable prior notice of its entry onto the Property, and (iii) Purchaser shall indemnify and hold Seller harmless from and against any losses, liabilities, costs, or expenses (including a standard ATSM Phase I environmental report reasonable attorney's fees) arising solely and an ALTA surveydirectly out of Purchaser's entry onto the Property. Buyer Purchaser shall restore return the Property to substantially its the condition it was in prior to commencement of the work. Buyer shall promptly pay all expenses arising out performance of such inspections on or about tests. (c) In the Property and will event that Purchaser is not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. If Buyer determinessatisfied, in ▇▇▇▇▇’s its sole and absolute unreviewable judgment and discretion, to purchase with the feasibility of Purchaser's acquisition, financing, and ownership of the Property, then Buyer Purchaser shall deliver have the right to terminate this Agreement at any time within ninety (90) days of the Effective Date, for any reason or for no reason, within its sole discretion (that period being the "Feasibility Period"); provided that subject to the Purchaser making the additional deposit referred to in ss. 2(d) above, the Purchaser shall have the right by written notice to Seller and Escrow Agent to extend the Feasibility Period an additional thirty (30) days. Unless Purchaser provides written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not termination pursuant to purchase the Property, then Buyer shall deliver this provision to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of during the Feasibility Period, then this Agreement Purchaser shall terminate be deemed not to have exercised its right to terminate. (d) Upon any such termination the Purchaser shall return to Seller all items received by Purchaser pursuant to ' 3(a) hereof together with any reports obtained by the Purchaser related to the Property, the Title Company shall return the Deposit to the Purchaser, and neither party the parties hereto shall have be released from any further liabilities or obligations hereunder (except for any liability of Purchaser for indemnification under this Agreement except as expressly survives termination of this Agreement' 3(b) above). Buyer Any notice by Purchaser that it has elected to go forward with the transaction contemplated hereby shall indemnify and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties nevertheless be subject to the extent the same directly result from the negligence of Buyer in any satisfaction or subsequent express waiver of the Buyer’s activities with respect conditions to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations settlement set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreement' 9 hereinbelow.

Feasibility Period. During the period commencing on (a) Buyer shall have forty-five (45) days from the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”)) to conduct, Buyer shall have the opportunity to conduct all due diligence with regard to the Property by analyzing the feasibility of at its ownershipsole cost and expense, operation, and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems to be necessary and appropriate, in its sole and absolute discretion, or appropriate concerning ▇▇▇▇▇Buyer’s proposed ownership, operation, use and use, development of the Property and the and/or suitability of the Property for Buyer’s intended purposes; provided, however, that in the event of any damage to the Property or any adjoining property as a result of the conduct such inspections, Buyer shall, at its sole cost and expense, immediately restore the Property or any such adjoining property to its condition as existed immediately prior to such damage or destruction, failing which Sellers shall be entitled to undertake and complete such restoration and charge Buyer for the cost thereof. Buyer and its agents, employees, consultants and representatives, includingSuch investigation may include, without limitation, ▇▇▇▇▇’s engineers appraisals, soils and contractors (collectivelyengineering tests, “intrusive testing, environmental studies, hazardous substance studies, biological surveys, property surveys, investigation concerning the availability of development approvals required from any governmental agencies for Buyer’s Representatives”)proposed operation, use, or development of the Property, the imposition or increase of any fees, change, or exceptions by any governmental agencies and such economic feasibility and marketing studies deemed appropriate. Buyer may freely consult with any governmental agency concerning the condition of the Property, the project, its entitlements or regulatory terms and conditions of approval. (b) Buyer shall have the right be entitled to enter upon the Property at all times during the pendency of terminate this Agreement in order the event that any such inspection is unacceptable to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including by delivering to Sellers, with a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage copy to the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. If Buyer determinesEscrow Agent, in ▇▇▇▇▇’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent of a written notice of approval termination on or before 5:00 p.m. (the “Notice of Approval”Pacific Time) on or before prior to the expiration of the Feasibility Period. If In the event of such timely termination, the Deposit to the extent then paid shall be returned to Buyer. In the event that Buyer determinesdoes not timely terminate this Agreement as herein provided, in ▇▇▇▇▇’s sole then, it shall be conclusively presumed that Buyer has approved and absolute discretion, that it elects not to purchase accepted the Property, then Property and Buyer shall deliver be obligated to Seller and Escrow Agent a written notice immediately pay to escrow agent the Additional Deposit as provided in clause (b) of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agentsSection 2 hereof, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties Deposits shall thereupon be non-refundable to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained except as otherwise provided in this Section 4 shall survive Agreement and in the termination event of this AgreementSellers’ default as herein provided.

Feasibility Period. During Buyer shall have through 5:00 p.m. PST on the period commencing on seventy-fifth (75th) day after the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”), Buyer shall have the opportunity to conduct examine and investigate all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use aspects of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b)Acquired Assets, Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, including without limitation, ▇▇▇▇▇’s engineers building, structural and engineering analysis, soil composition, leases, subleases, contracts, easements, rights of way, building and other restrictions, governmental conditions and title matters relating to the Real Property. Buyer, its authorized agents, employees and independent contractors (collectively, “Buyer’s Representatives”), shall will have the right to enter the Business or upon the Real Property at all times during for the pendency purpose of this Agreement conducting any investigations and tests as it deems advisable, including but not limited to financial reviews, engineering and environmental assessments, soils tests, structural inspections and the like. However, Buyer will not engage in order any physically invasive testing or inspections, other than a Phase I environmental audit and geotechnical soils borings, without Seller’s prior written consent, not to makebe unreasonably withheld, at Buyer’s sole expenseconditioned or delayed. Any entry by or on behalf of Buyer will be subject to such reasonable rules, regulations, standards and conditions as Seller may impose. All such investigations and studies as tests will be at the sole cost and expense of Buyer, and will not damage, destroy or harm the Real Property or any improvements thereon. Buyer deems necessary or advisablewill, in Buyer’s sole any event, promptly repair and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA surveyrestore the Real Property to its original condition subject to the provision in the next succeeding sentence. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay will indemnify, defend and hold harmless Seller from any and all expenses liabilities arising out of such inspections on or about Buyer’s exercise of its rights under this Section 9.4(a); provided however, that Buyer shall not be responsible to indemnify, defend and hold Seller harmless from the Property and will not allow existence of any mechanic’s or materialmen’s liens to be recorded condition on the Property. Buyer shall promptly repair any damage to Real Property at the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration commencement of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. rather Buyer shall indemnify only be obligated to indemnify, defend and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses the exacerbation of any kind, including, without limitation, reasonable attorneys’ fees, incurred existing condition caused by Buyer or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages its agents or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreementcontractors.

Feasibility Period. During the ▇. ▇▇▇▇▇▇▇▇▇ shall have a period commencing on of sixty (60) days from and after the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”), Buyer shall in which to have the opportunity to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownershipany studies, operation, and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership, operation, use and development analysis or inspections made of the Property (collectively the “Studies”) which Purchaser desires to make or have made, and to obtain all development rights and entitlements (the suitability “Entitlements”) which Purchaser desires to obtain, all at Purchaser’s sole expense. In the event that the results of any Studies are, for any reason in Purchaser’s sole discretion, unacceptable to Purchaser, or if Purchaser is unable to obtain all of the Property for Buyer’s intended purposes. Buyer and its agentsEntitlements Purchaser desires, employees, consultants and representatives, including, without limitation, ▇▇▇▇▇’s engineers and contractors (collectively, “Buyer’s Representatives”), Purchaser shall have the right to enter upon the Property at all times during the pendency terminate this Contract by delivery of this Agreement in order written notice so indicating to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition Seller prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determinesThe Option Fee shall be retained by the Seller. B. Entry onto the Property. Purchaser may enter onto the Property prior to Closing for purposes of conducting a boundary or environmental survey, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not or otherwise to purchase inspect the Property, then Buyer shall subject to the following: i. Purchaser must deliver evidence to Seller that Purchaser has insurance for its proposed survey or inspection activities, in amounts and with coverages that are substantially the same as those maintained by Seller or in such lesser amounts or with such lesser coverages as are reasonably satisfactory to Seller; ii. Purchaser may not unreasonably interfere with existing operations or occupants of the Property, if any; iii. Purchaser must notify Seller within forty-eight (48) hours of Purchaser’s plans to conduct tests so that Seller may be present during the tests; iv. if the Property is altered because of Purchaser’s inspections, Purchaser must return the Property to its pre-inspection condition promptly after the alteration occurs; v. Purchaser must deliver to Seller and Escrow Agent a written notice copies of disapproval all inspection reports that Purchaser prepares or receives from third-party consultants or contractors within three (the “Notice of Disapproval”3) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and all days of their respective successors preparation or receipt by Purchaser; and assigns (collectively, “Seller Parties”) from 12. Purchaser’s Indemnity and against any and all claims, liabilities, losses, costs, damages or expenses Release of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this AgreementSeller.

Feasibility Period. During the For a period commencing on of thirty (30) days after the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”), ): 4.1 Buyer shall have be entitled to inspect the opportunity Property, to conduct all due diligence with regard to such tests, surveys, analyses and feasibility studies of the Property by analyzing as Buyer deems necessary, and to meet with governmental entities regarding the feasibility of its ownership, operation, and use development of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership▇ agrees to reasonably cooperate with ▇▇▇▇▇ in connection with the tests, operation, use investigation and development inspection of the Property and Property. Without limiting the suitability generality of the Property foregoing, Buyer (and persons or entities authorized by Buyer) shall have the right and authority to go upon the Property, from time to time on one or more occasions, for Buyertests, surveys, analyses, and feasibility studies. Prior to commencing any invasive test or investigation, including without limitation soil, water or other sampling, testing or analysis, drilling, or boring, Buyer shall notify Seller of the scope and nature of the intended testing or investigation and shall obtain Seller’s intended purposesprior written consent thereto. 4.1.1 Buyer shall report any new disclosures to the Seller within five (5) business days of the conclusion of the Feasibility Period. Buyer If the Parties cannot reach mutual agreement within fourteen (14) days of delivery of the written disclosures, this agreement shall terminate and its agents, employees, consultants and representatives, including, without limitation, any ▇▇▇▇▇’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage ▇▇ Money deposited returned to the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. Buyer. 4.1.2 If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretiondiscretion that the Property is not suitable for the Project, to purchase the Property, then Buyer shall deliver to notify Seller and Escrow Agent written notice of approval (the “Notice of Approval”) in writing on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then and upon such notice this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agentsterminate, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇▇▇ Money deposited returned to Buyer, and neither Buyer nor Seller shall have any further obligations under this Agreement. 4.1.3 Buyer assumes all risk of accidents, personal injury, death, and/or property loss or damage sustained as a result of Buyer’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changespresence on the Property for any testing or investigation during the Feasibility Period. ▇▇▇▇▇ releases Seller from all liabilities, causes of action, claims, liabilitiesand demands that arise in any way from any injury, lossesdeath, costsloss, damages or expenses harm to the extent person or property related to or arising from Buyer’s tests or relating investigations on the Property during the Feasibility Period. This release does not apply to (1) claims caused by the negligent acts, the omissions, sole negligence or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this AgreementSeller.

Feasibility Period. During the period commencing on upon the Effective Date hereof and terminating expiring at 5:00 p.m. Mountain central time on September 16the date which is fourteen (14) calendar days thereafter or the next succeeding Business Day if such fourteenth day is not a Business Day, 2022 Purchaser and Purchaser’s representatives, agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively the “Purchaser’s Parties”) shall have the right of investigation and inspection of the Property, documents, reports, studies and plans, in Seller’s current possession or control, as listed on attached Exhibit C (collectively the “Seller’s Materials”) and any other information, reasonably requested by Purchaser at no cost to Seller relating to the Property in Seller’s possession or control, during the remainder of the Access Period (“Feasibility Period”), Buyer shall have the opportunity ) to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriatedetermine, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, ▇▇▇▇▇’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in BuyerPurchaser’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore whether or not the Property is acceptable to substantially its condition prior to commencement of the workPurchaser and suitable for Purchaser’s intended use. Buyer Purchaser shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage provided access to the Property caused by upon prior written notice to Seller in accordance with the procedure set forth in Section 2.03(a) for the sole purpose of conducting such inspections non-invasive investigations, inspections, audits, analyses, surveys, tests, examinations, and other work performed by ▇▇▇▇▇ studies of the Property as Purchaser has deemed necessary or on ▇▇▇▇▇desirable to determine whether the Property is suitable for Purchaser’s behalf. If Buyer determines, purposes in ▇▇▇▇▇Purchaser’s sole and absolute discretion. Purchaser’s access to the Property shall be governed by the terms of this Contract. Purchaser shall not alter or damage the Property in any manner and Purchaser shall not permit any mechanic’s liens to be filed against all or any part of the Property that arise from Purchaser’s or Purchaser Parties’ activities concerning the Property. Seller shall have the absolute right to be present at all times when any of the Purchaser Parties are present at the Property pursuant to this Contract. (a) In exercising its right of access to, to purchase or inspection of, the Property, then Buyer Purchaser shall deliver notify Seller's representative, ____________ at ________________ at least one (1) Business Day (or such shorter period as approved by Seller’s representative by email) prior to any proposed access to the Property (each of which must be expressly approved in advance by Seller by electronic mail) to perform inspections and Escrow Agent written notice tests of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller including surveys, environmental studies and Escrow Agent a written notice examinations. All such inspections and tests undertaken by or on behalf of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period Purchaser shall be deemed conducted in strict accordance with all applicable laws and regulations and in a manner reasonably acceptable to constitute BuyerSeller. (b) Purchaser shall not be entitled to contact any Protected Party (hereinafter defined), whether directly or indirectly, by e-mail or personal contact, or through any intermediaries, without Seller’s timely delivery of a Notice of Disapprovalprior written consent, except that Purchaser and Purchaser Parties shall be permitted without Seller’s consent to conduct routine municipal lien search/zoning analysis and building permit searches with all applicable governmental authorities. If Buyer delivers (or is deemed to deliver) Seller shall provide Purchaser and Purchaser Parties with reasonable contact and communication during the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination term of this AgreementContract to an on-site property representative. Buyer shall indemnify and hold harmless Seller (and, at Seller’s option, Seller’s employees and agents, and all of their respective successors and assigns counsel) shall have the absolute right to be present at any meetings (collectively, “Seller Parties”including meetings conducted by telephone) from and against with any and all claims, liabilities, losses, costs, damages or expenses Protected Party. Purchaser shall provide copies of any kindcorrespondence sent to or received from any such Protected Party within two (2) Business Days after receipt or dispatch, includingas the case may be. Purchaser shall not have the right to make any commitments to any Protected Party that are in any way binding on Seller or the Property. As used herein, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in term “Protected Party” shall mean any of the Buyer’s activities with respect following: (a) any person or entity currently engaged by Seller to provide design, engineering, construction or other services for all or any portion of the Property under this Section. Notwithstanding anything herein except that Purchaser shall be permitted to use the contrarySeller’s surveyor, ▇▇▇▇▇title company, environmental company and physical inspector for Purchaser’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changesthird party diligence reports, claims, liabilities, losses, costs, damages and (b) any governmental or expenses to quasi-governmental authority with jurisdiction over the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this AgreementProperty.

Feasibility Period. During the For a period commencing on of thirty (30) days after the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”), ): 4.1 Buyer shall have be entitled to inspect the opportunity Property, to conduct all due diligence with regard to such tests, surveys, analyses and feasibility studies of the Property by analyzing as Buyer deems necessary, and to meet with governmental entities regarding the feasibility of its ownership, operation, and use development of the Property. Buyer is solely responsible for any and all costs incurred by Seller agrees to reasonably cooperate with Buyer in connection with its review and/or investigations the tests, investigation and inspection of the matters set forth in this Section 5(b)Property. Without limiting the generality of the foregoing, Buyer shall conduct such independent investigations, studies (and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership, operation, use and development of the Property and the suitability of the Property for persons or entities authorized by Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, ▇▇▇▇▇’s engineers and contractors (collectively, “Buyer’s Representatives”), ) shall have the right and authority to enter go upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, to purchase the Property, then from time to time on one or more occasions, for tests, surveys, analyses, and feasibility studies. Prior to commencing any invasive test or investigation, including without limitation soil, water or other sampling, testing or analysis, drilling, or boring, Buyer shall deliver notify Seller of the scope and nature of the intended testing or investigation and shall obtain Seller’s prior written consent thereto. 4.1.1 Buyer shall report any new disclosures to the Seller and Escrow Agent written notice within five (5) business days of approval (the “Notice of Approval”) on or before the expiration conclusion of the Feasibility Period. If Buyer determinesthe Parties cannot reach mutual agreement within fourteen (14) days of delivery of the written disclosures, in this agreement shall terminate and any ▇▇▇▇▇▇▇ Money deposited returned to the Buyer. 4.1.2 If Buyer determines, in Buyer’s sole and absolute discretiondiscretion that the Property is not suitable for the Project, that it elects not to purchase the Property, then Buyer shall deliver to notify Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time in writing on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then and upon such notice this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agentsterminate, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇▇▇ Money deposited returned to Buyer, and neither Buyer nor Seller shall have any further obligations under this Agreement. 4.1.3 Buyer assumes all risk of accidents, personal injury, death, and/or property loss or damage sustained as a result of Buyer’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changespresence on the Property for any testing or investigation during the Feasibility Period. Buyer releases Seller from all liabilities, causes of action, claims, liabilitiesand demands that arise in any way from any injury, lossesdeath, costsloss, damages or expenses harm to the extent person or property related to or arising from Buyer’s tests or relating investigations on the Property during the Feasibility Period. This release does not apply to (1) claims caused by the negligent acts, the omissions, sole negligence or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this AgreementSeller.

Feasibility Period. During For the period commencing on with the Effective Date and terminating at 5:00 p.m. Mountain time on September 16until the expiration of December 19, 2022 1997 (the “"Feasibility Period”"), Buyer Seller shall have the opportunity permit Purchaser and any of its officers, employees, agents, attorneys, accountants, appraisers, architects, engineers, consultants, lenders, or other representatives as designated by Purchaser (collectively, "Purchaser's Representatives") access to conduct all due diligence with regard Seller's books and records relating to the Property by analyzing the feasibility of its ownership, operation, ownership and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership, operation, use and development operation of the Property and access to and entry upon the suitability of Real Property, to examine, inspect, measure, and test the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants to conduct such financial audits and representatives, including, without limitation, ▇▇▇▇▇’s engineers and contractors verifications as they shall deem reasonably necessary (collectively, “Buyer’s Representatives”the "Inspections"). Seller through the Seller's Representatives and upon request from Purchaser shall cooperate with Purchaser and Purchaser's Representatives in conducting the foregoing activities. Without limitation of the foregoing, it is acknowledged that Purchaser and Purchaser's Representatives shall have the right to enter conduct financial audits with respect to Seller's current page 4 fiscal year operations. Seller hereby consents to Purchaser or Purchaser's Representatives (i) conducting a Phase I environmental site assessment of the Property (the "Phase I Study"), and (ii) a structural review of the Improvements (the "Structural Report"). The costs of conducting and obtaining the Phase I Study and the Structural Report shall be the responsibility of Purchaser. In the event any of Purchaser's Representatives recommends additional environmental review after conducting the Phase I Study, Seller through Seller's Representatives, shall permit Purchaser and Purchaser's Representatives' access to and entry upon the Real Property for such additional review; provided, however, that no invasive inspection shall be performed without one of Seller's Representatives' prior written consent (which consent shall not be unreasonably withheld or delayed). Purchaser shall give not less than twenty-four (24) hours prior written or oral notice to Seller's Representatives prior to any entry upon the Real Property or Improvements for the purpose of conducting such Inspections, and such entry shall be scheduled and coordinated with Seller's Representatives. At Seller's election, a representative of Seller shall be present during any entry by Purchaser or Purchaser's Representative upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary for conducting said Inspections. Purchaser shall not cause or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow permit any mechanic’s 's liens, materialmen's liens, or materialmen’s other liens to be recorded on filed against the PropertyProperty as a result of the Inspections. Buyer Purchaser shall promptly repair and restore any damage to the Property caused by entry upon the Real Property or Improvements by Purchaser or the other Purchaser's Representatives, except to the extent Seller's negligence or willful acts contributed to such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalfdamage. If Buyer determinesPurchaser shall indemnify, in ▇▇▇▇▇’s sole and absolute discretiondefend, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller and Seller's officers, Seller’s employees and directors, shareholders, partners, tenants, agents, and all of their respective successors and assigns employees (collectively, “Seller the "Indemnified Parties”) "), from and against any and all claims, liabilitiesactions, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changesdamages, claims, liabilities, lossesand expenses (including court costs and reasonable attorneys' fees) brought, costssought, damages or expenses incurred by or against any of the Indemnified Parties resulting from, arising out of, or relating to, entry upon the Real Property or Improvements by Purchaser or any of the other Purchaser's Representatives, except to the extent arising from Seller's negligence or relating willful acts contributed to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substancessame. The Parties respective foregoing indemnification and repair and restoration obligations under this Section (collectively, "Purchaser's Indemnity") shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall expressly survive the termination of this Agreement for a period of one (1) year after the termination of this Agreement or Closing. If Purchaser notifies Seller in writing on or before the end of the Feasibility Period that the Property or any other item is unsatisfactory for any reason whatsoever, in Purchaser's sole discretion, Purchaser may, upon written notice to Seller, terminate this Agreement, and the parties hereto shall be released from all obligations hereunder. If Purchaser fails to terminate this Agreement in accordance with its right to terminate on or before the end of the Feasibility Period, Purchaser shall have no further right to terminate this Agreement pursuant to this Paragraph.

Feasibility Period. During the period commencing on upon the Effective Date hereof and terminating expiring at 5:00 p.m. Mountain time Eastern Time on September 16the date which is sixty (60) days thereafter or the next succeeding Business Day if such sixtieth (60th) day is not a Business Day, 2022 Purchaser and Purchaser's representatives, agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively the “Feasibility Period”), Buyer "Purchaser's Parties") shall have the opportunity right of investigation and inspection of the Property, documents, reports, studies and plans, in Seller's current possession or control, as listed on attached Exhibit C (collectively the "Seller's Materials") and any other information, reasonably requested by Purchaser at no cost to conduct all due diligence with regard Seller relating to the Property by analyzing in Seller's possession or control, during the feasibility remainder of its ownership, operation, and use of this time (" the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriateFeasibility Period") to determine, in its Purchaser's sole and absolute discretion, whether or not the Property is acceptable to Purchaser and suitable for Purchaser's intended use. Purchaser shall be provided access to the Property upon prior written notice to Seller in accordance with the procedure set forth in Section 2.03(a) for the sole purpose of conducting such invasive or non-invasive investigations, borings, test pits, inspections, audits, analyses, surveys, tests, examinations, and other tests and studies of the Property as Purchaser has deemed necessary or desirable to determine whether the Property is suitable for Purchaser's purposes in Purchaser's sole and absolute discretion. Purchaser's access to the Property shall be governed by the terms of this Contract. Purchaser shall not alter or damage the Property in any manner and Purchaser shall not permit any mechanic's liens to be filed against all or any part of the Property that arise from Purchaser's or Purchaser Parties' activities concerning the Property. Seller shall have the absolute right to be present at all times when any of the Purchaser Parties are present at the Property pursuant to this Contract. In the event the Purchaser terminates this Agreement, Purchaser, at no cost to Seller, shall deliver copies of all third-party reports to Seller after the Deposit is returned to Purchaser. (a) In exercising its right of access to, or inspection of, the Property, Purchaser shall notify Seller's representative, C▇▇▇▇ ▇▇▇▇ at c▇▇▇▇▇’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, (@.a▇▇▇.▇▇’s engineers ▇ at least one (1) Business Day (or such shorter period as approved by Seller's representative by email) prior to any proposed access to the Property (each of which must be expressly approved in advance by Seller by electronic mail) to perform inspections and contractors tests of the Property, including surveys, environmental studies and examinations. All such inspections and tests undertaken by or on behalf of Purchaser shall be conducted in strict accordance with all applicable laws and regulations and in a manner reasonably acceptable to Seller. (collectively, “Buyer’s Representatives”b) Purchaser shall be entitled to contact any Knowledgeable Party (hereinafter defined), whether directly or indirectly, by e-mail or personal contact, or through any intermediaries, and Purchaser and Purchaser Parties shall be permitted without Seller's consent to conduct routine municipal lien search/zoning analysis and building permit searches with all applicable governmental authorities. Seller shall also provide Purchaser and Purchaser Parties with reasonable contact and communication during the term of this Contract to an on-site property representative. Seller (and, at Seller's option, Seller's counsel) shall have the absolute right to be present at any meetings (including meetings conducted by telephone) with any Knowledgeable Party. Purchaser shall provide copies of any correspondence sent to or received from any such Knowledgeable Party within two (2) Business Days after receipt or dispatch, as the case may be. Purchaser shall not have the right to enter upon make any commitments to any Knowledgeable Party that are in any way binding on Seller or the Property. As used herein, the term "Knowledgeable Party" shall mean any of the following: (a) any person or entity currently engaged by Seller to provide design, engineering, construction or other services for all or any portion of the Property at all times during except that Purchaser shall be permitted to use the pendency Seller's surveyor, title company, environmental company and physical inspector for Purchaser's third party diligence reports, and (b) any governmental or quasi-governmental authority with jurisdiction over the Property. The Parties agree that should Purchaser wish to engage any legal counsel for zoning and/or real estate related work that Seller also engaged or sought to engage, the Parties will sign a joint conflict waiver and waive any claim of this Agreement in order privilege over zoning and/or real estate information related to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will this does not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent constitute a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses more general waiver of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreementprivilege.

Feasibility Period. During Purchaser shall have the period commencing on number of days set forth in the Effective Date Schedule, to conduct an examination of the Property and terminating at 5:00 p.m. Mountain time on September 16to review such other matters as Purchaser deems necessary (including, 2022 (without limitation, a physical Feasibility, an appraisal, an environmental audit, and an engineering Feasibility of the Property) to determine the suitability of the Property for Purchaser’s needs the “Feasibility Period”), Buyer shall have the opportunity . Seller will permit Purchaser and such persons as Purchaser may designate to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use undertake a thorough Feasibility of the Property, including engineering, environmental studies, meeting with various municipalities, etc., all with the cooperation and written consent of Seller where required. Buyer is No Inspections shall be conducted without Seller’s approval as to the time and manner thereof, which approval shall not be unreasonably withheld, conditioned or delayed. At Seller’s request, any such Inspection shall be performed in the presence of a representative of Seller. Purchaser and its representatives shall not damage the Property during the course of its Feasibilitys and Purchaser shall promptly repair and restore in a workmanlike manner any damage to the Property. Purchaser shall, and hereby does, indemnify and hold Seller harmless from any damage, loss, liability, or expense (including attorneys fees) arising out of Purchaser’s Feasibility; which indemnity shall survive closing or termination of this Agreement. Purchaser acknowledges and agrees that any such Inspections conducted by Purchaser or Purchaser’s agents and representatives shall be solely responsible for any at the risk of Purchaser. Purchaser shall carry commercial general liability insurance covering all activities conducted by Purchaser, its agents, contractors and all costs incurred by Buyer in connection with its review and/or investigations of engineers on the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriateProperty. In the event that Purchaser, in its sole and absolute discretion, concerning ▇▇▇▇▇’s proposed ownership, operation, use and development of determines that the Property and the suitability of the Property is not suitable for Buyer’s intended purposes. Buyer and its agentsneeds, employees, consultants and representatives, including, without limitation, ▇▇▇▇▇’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of then Purchaser may terminate this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary on or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not to purchase In the Property, then Buyer shall deliver event Purchaser delivers such written notice to Seller and Escrow Agent a written notice of disapproval pursuant to this Section 5.3: (the “Notice of Disapproval”a) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party terminate; (b) the parties shall have any no further obligation or liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreement.other hereunder;

Feasibility Period. During the period commencing on upon the Effective Date hereof and terminating expiring at 5:00 p.m. Mountain time Eastern Time on September 16the date which is sixty (60) days thereafter or the next succeeding Business Day if such sixtieth (60th) day is not a Business Day, 2022 Purchaser and Purchaser's representatives, agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively the “Feasibility Period”), Buyer "Purchaser's Parties") shall have the opportunity right of investigation and inspection of the Property, documents, reports, studies and plans, in Seller's current possession or control, as listed on attached Exhibit C (collectively the "Seller's Materials") and any other information, reasonably requested by Purchaser at no cost to conduct all due diligence with regard Seller relating to the Property by analyzing in Seller's possession or control, during the feasibility remainder of its ownership, operation, and use of this time (" the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriateFeasibility Period") to determine, in its Purchaser's sole and absolute discretion, whether or not the Property is acceptable to Purchaser and suitable for Purchaser's intended use. Purchaser shall be provided access to the Property upon prior written notice to Seller in accordance with the procedure set forth in Section 2.03(a) for the sole purpose of conducting such invasive or non-invasive investigations, borings, test pits, inspections, audits, analyses, surveys, tests, examinations, and other tests and studies of the Property as Purchaser has deemed necessary or desirable to determine whether the Property is suitable for Purchaser's purposes in Purchaser's sole and absolute discretion. Purchaser's access to the Prope1iy shall be governed by the terms of this Contract. Purchaser shall not alter or damage the Property in any manner and Purchaser shall not permit any mechanic's liens to be filed against all or any part of the Property that arise from Purchaser's or Purchaser Parties' activities concerning the Property. Seller shall have the absolute right to be present at all times when any of the Purchaser Parties are present at the Property pursuant to this Contract. In the event the Purchaser terminates this Agreement, Purchaser, at no cost to Seller, shall deliver copies of all third-party reports to Seller after the Deposit is returned to Purchaser. (a) In exercising its right of access to, or inspection of, the Property, Purchaser shall notify Seller's representative, C▇▇▇▇▇’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, ▇ ▇▇▇▇▇’s engineers ▇ at __________ at least one (1) Business Day (or such shorter period as approved by Seller's representative by email) prior to any proposed access to the Property (each of which must be expressly approved in advance by Seller by electronic mail) to perform inspections and contractors tests of the Property, including surveys, environmental studies and examinations. All such inspections and tests undertaken by or on behalf of Purchaser shall be conducted in strict accordance with all applicable laws and regulations and in a manner reasonably acceptable to Seller. (collectively, “Buyer’s Representatives”b) Purchaser shall be entitled to contact any Knowledgeable Party (hereinafter defined), whether directly or indirectly, by e-mail or personal contact, or through any intermediaries, and Purchaser and Purchaser Parties shall be permitted without Seller's consent to conduct routine municipal lien search/zoning analysis and building permit searches with all applicable governmental authorities. Seller shall also provide Purchaser and Purchaser Parties with reasonable contact and communication during the term of this Contract to an on-site property representative. Seller (and, at Seller's option, Seller's counsel) shall have the absolute right to be present at any meetings (including meetings conducted by telephone) with any Knowledgeable Party. Purchaser shall provide copies of any correspondence sent to or received from any such Knowledgeable Party within two (2) Business Days after receipt or dispatch, as the case may be. Purchaser shall not have the right to enter upon make any commitments to any Knowledgeable Party that are in any way binding on Seller or the Property. As used herein, the term "Knowledgeable Party" shall mean any of the following: (a) any person or entity currently engaged by Seller to provide design, engineering, construction or other services for all or any portion of the Property at all times during except that Purchaser shall be permitted to use the pendency Seller's surveyor, title company, environmental company and physical inspector for Purchaser's third party diligence reports, and (b) any governmental or quasi-governmental authority with jurisdiction over the Property. The Parties agree that should Purchaser wish to engage any legal counsel for zoning and/or real estate related work that Seller also engaged or sought to engage, the Parties will sign a joint conflict waiver and waive any claim of this Agreement in order privilege over zoning and/or real estate information related to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will this does not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by ▇▇▇▇▇ or on ▇▇▇▇▇’s behalf. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in ▇▇▇▇▇’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent constitute a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses more general waiver of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, ▇▇▇▇▇’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreementprivilege.