Common use of Property Approval Period Clause in Contracts

Property Approval Period. Through the earlier of Closing or the termination of this Agreement, Purchaser shall have the right to review and investigate the Property and the items set forth in Sections 5.1 and 5.2 above (collectively, the “Due Diligence Items”). Purchaser, in Purchaser’s sole and absolute discretion, may determine whether or not the Property is acceptable to Purchaser within the Property Approval Period. Notwithstanding anything to the contrary provided in this Agreement, Purchaser hereby acknowledges that the Property Approval Period has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof), but Purchaser shall have the right to terminate this Agreement prior to the expiration of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the “Phase II”) with respect to the Champions Property and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller. If Purchaser elects to terminate this Agreement prior to the expiration of the Property Approval Period, then Purchaser shall deliver written notice thereof to Seller and the Title Company stating such election, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant to the terms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior to the expiration of the Property Approval Period, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with Section 10.11 hereof.

Property Approval Period. Through Between the earlier of Closing or Effective Date and 5:00 p.m. (Pacific Time) on the termination of this AgreementContingency Date (the “Property Approval Period”), Purchaser shall have the right to review and investigate the Property and the items set forth in Sections 5.1 and 5.2 above (collectively, the “Due Diligence Items”). Purchaser, in Purchaser’s sole and absolute discretion, may determine whether or not the Property is acceptable to Purchaser within the Property Approval Period. Notwithstanding anything If Purchaser determines not to proceed with the contrary provided purchase of the Property in accordance with 19 this Agreement, then Purchaser hereby acknowledges shall, prior to 5:00 p.m. (Pacific Time) on the Contingency Date, deliver a Termination Notice to Seller. Notwithstanding the provisions of Section 14.1, any Termination Notice from Purchaser to Seller shall be deemed delivered upon Seller sending such Termination Notice via email to Seller’s representatives, Xxxxx XxXxxxx and Xxxxxxxx Xxxxxx, at the following email addresses, respectively, without regard to any acknowledgement of receipt: xxxxx.xxxxxxx@xxxxx.xxx and xxx.xxxxxx@xxxxxxxxxx.xxx, with a record that the Property Approval Period such email has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof)been delivered. If Purchaser does not timely deliver a Termination Notice, but Purchaser shall be deemed to have approved the matters described in Sections 5.1 and 5.2 above and elected to waive its right to terminate this Agreement prior pursuant to the expiration of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined Section 5.4, which determination shall be made by Purchaser in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser its sole and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the “Phase II”) with respect to the Champions Property and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Sellerabsolute discretion. If Purchaser elects to terminate this Agreement prior to the expiration of the Property Approval Period, then Purchaser shall deliver written notice thereof to Seller and the Title Company stating such election, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit delivers a Termination Notice pursuant to the terms of Section 4.6 hereof. Following such terminationforegoing, this Agreement shall automatically terminate, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior to the expiration of the Property Approval Period, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with Section 10.11 hereof.

Property Approval Period. Through (a) For a period of ninety (90) days from the earlier Opening of Closing or Escrow (as defined in Section 2.2 below) (the termination of this Agreement"Property Approval Period"), Purchaser Buyer shall have the right right, at Buyer's expense, to review and investigate the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property and the items set forth in Sections 5.1 state of title to the Property. Buyer shall be responsible for obtaining and 5.2 above (collectively, paying the “Due Diligence Items”)cost of any survey of the Property required by Buyer. Purchaser, in Purchaser’s sole and absolute discretion, may Buyer shall determine whether or not the Property is acceptable to Purchaser Buyer within the Property Approval Period. Notwithstanding anything If Buyer desires to proceed with the purchase of the Property subject to the contrary remaining conditions set forth in this Agreement (including the conditions provided in this Agreement, Purchaser hereby acknowledges that the Property Approval Period has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof6.2 below), but Purchaser shall have the right to terminate this Agreement then on or prior to the expiration of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the “Phase II”) with respect to the Champions Property and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller. If Purchaser elects to terminate this Agreement prior to the expiration last day of the Property Approval Period, then Purchaser Buyer shall deliver written notice thereof to Seller and the Title Company stating such election(“Buyer's Notice to Proceed”), and Title Company shall return electing to Purchaser the Xxxxxxx Money Deposit waive Buyer's right of termination pursuant to this Section 1.2(a), subject only to the remaining terms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under conditions expressly provided in this Agreement. If Purchaser Buyer fails to deliver Buyer's Notice to Proceed (or otherwise elects to terminate this Agreement in its sole discretion by delivery of a termination notice to Seller prior to the expiration end of the Property Approval Period), Purchaser this Agreement shall terminate as of the end of the Property Approval Period or at the time of the termination notice, as applicable, in which event the Initial Deposit (as hereinafter defined in Section 2.2), less the cost of canceling the escrow charged by the Title Company, shall be deemed returned to Buyer within three (3) business days following the effective date of termination and neither party shall have waived its right any further liability to terminate the other party. If Buyer delivers Buyer's Notice to Proceed in accordance with this Section 1.2(a), this Agreement as shall continue in full force and effect, subject to the terms and conditions expressly provided in this Section 5.4. If Purchaser elects herein, and Buyer shall have no further right to terminate this Agreement pursuant to this Section 5.41.2(a). Buyer acknowledges that during the Property Approval Period, the Other Property Agreements shall also terminate in accordance remain listed for sale, the for sale sign shall remain on the Property and Seller may receive offers to purchase the Property, provided, however, Seller agrees that it shall not negotiate with Section 10.11 hereofany potential purchaser for the sale of the Property.

Property Approval Period. Through the earlier of Closing or the termination of this Agreement, Purchaser shall have the right to review and investigate the Property and the items set forth in Sections 5.1 and 5.2 above (collectively, the “‘Due Diligence Items”’). Purchaser, in Purchaser’s sole and absolute discretion, may determine whether or not the Property is acceptable to Purchaser within the Property Approval Period. Notwithstanding anything to the contrary provided in this Agreement, Purchaser hereby acknowledges that the Property Approval Period has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof), but Purchaser shall have the right to terminate this Agreement prior to the expiration of the Property Approval Period for any reason or no reason at all related with respect to the Champions Property (as defined in Section 10.13)) as provided below in this Section 5.4. Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the “‘Phase II”’) with respect to the Champions Property Property, and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller. If Purchaser elects acknowledges and agrees that Purchaser shall have no right to terminate this Agreement prior pursuant to this Section 5.4 unless Purchaser is not satisfied with the expiration results of the final Phase II for any reason or no reason in its sole discretion during the Property Approval Period. Accordingly, then Purchaser shall deliver may terminate this Agreement pursuant to the previous sentence by delivering written notice thereof to Seller and the Title Company stating such electionno later than the expiration of the Property Approval Period, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant to the terms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior pursuant to the expiration of the Property Approval Periodthis Section 5.4, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with Section 10.11 hereof.”

Property Approval Period. Through (a) During the earlier of Closing or period from the termination of this AgreementAgreement Date to December 4, Purchaser shall have 2020 (the right to “Property Approval Period”), Buyer shall, at Buyer’s expense, review and investigate the Property physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Real Property, the Lease and the items set forth in Sections 5.1 other Property. Buyer shall be responsible for obtaining and 5.2 above (collectively, paying the “Due Diligence Items”)cost of any survey of the Property required by Buyer. Purchaser, in Purchaser’s sole and absolute discretion, may Buyer shall determine whether or not the Property is acceptable to Purchaser Buyer within the Property Approval Period. Notwithstanding anything to If, during the contrary provided in this AgreementProperty Approval Period, Purchaser hereby acknowledges Buyer determines that the Property Approval Period has expired with respect to the Oak Park Property (as defined is acceptable in Section 10.11 hereof)Buyer’s sole and absolute discretion, but Purchaser then Buyer shall have the right right, by giving notice to terminate this Agreement prior to Seller on or before the expiration last day of the Property Approval Period for any reason or no reason at all related Period, to elect to proceed to Closing in accordance with, and subject to, the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided terms and conditions set forth in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment Agreement (the “Phase IIGo Forward Notice”) with respect to the Champions Property and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller). If Purchaser elects Buyer fails to terminate timely deliver the Go Forward Notice in accordance with this Section 1.2(a), this Agreement prior to shall terminate as of the expiration of the Property Approval Period, then Purchaser in which event the Deposit (as hereinafter defined), less the cost of canceling the Escrow (as hereinafter defined), shall deliver written notice thereof be returned to Seller Buyer. If Buyer timely delivers the Go Forward Notice in accordance with this Section 1.2(a), this Agreement shall continue in full force and the Title Company stating such electioneffect, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant to the terms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties Buyer shall have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior to the expiration of the Property Approval Period, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to terminate this Agreement pursuant to this Section 5.41.2(a), and the Other Property Agreements Deposit shall also terminate become non-refundable except as otherwise provided in accordance with Section 10.11 hereofthis Agreement.

Property Approval Period. Through During the earlier period from the date of Closing or the termination full execution of this AgreementAgreement to 5:00 p.m. Pacific time on January 11, Purchaser 2010 (the “Property Approval Period”), Buyer shall have the right to review and investigate the Property physical and environmental condition of the items set forth in Sections 5.1 and 5.2 above (collectivelyProperty, the “Due Diligence Items”)income and expenses of the Property, the character, quality, value and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Real Property, and any other factors or matters relevant to Buyer’s decision to purchase the Property. PurchaserBuyer may determine, in Purchaser’s its sole and absolute discretion, may determine whether or not the Property is acceptable to Purchaser Buyer within the Property Approval Period. Notwithstanding anything to If, during the contrary provided in this AgreementProperty Approval Period, Purchaser hereby acknowledges Buyer determines that the Property Approval Period has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof)is not acceptable for any reason whatsoever, but Purchaser Buyer shall have the right right, by giving notice (“Disapproval Notice”) to terminate this Agreement prior to the expiration of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser Seller and the Licensee Parties shall have Escrow Holder on or before the right to conduct a Phase II environmental site assessment (the “Phase II”) with respect to the Champions Property and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller. If Purchaser elects to terminate this Agreement prior to the expiration last day of the Property Approval Period, then Purchaser shall deliver written notice thereof to Seller and the Title Company stating such election, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant disapprove any matters relating to the terms of Section 4.6 hereofProperty. Following such termination, Purchaser The Disapproval Notice shall pay any cancellation fees or charges of Title Company, identify and except for briefly describe the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreementdisapproved matters (“Disapproved Matters”). If Purchaser fails to terminate this Agreement prior to the expiration of Buyer does not give a Disapproval Notice within the Property Approval Period, Purchaser Buyer shall be deemed to have waived its right to terminate approved the Property, this Agreement as provided shall continue in this Section 5.4. If Purchaser elects full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this Section 5.45.3. If Buyer delivers a Disapproval Notice within the Property Approval Period, Seller shall have a period of three (3) business days after Seller’s receipt of the Disapproval Notice (“Response Period”) (a) to elect to cure any Disapproved Matters by the Closing Date and to inform Buyer and the Escrow Holder of the same, in which case Seller shall be required to cure the Disapproved Matters prior to, and as a condition to, the Other Closing, or (b) to advise Buyer and the Escrow Holder, in writing, that Seller will not agree to cure the Disapproved Matters (the “Response Notice”). If Seller fails to deliver to Buyer and the Escrow Holder the Response Notice within the Response Period, Seller shall be deemed to have elected not to cure the Disapproved Matters. If Seller advises Buyer in its Response Notice that it will not cure the Disapproved Matters (or Seller is deemed to have elected not to cure the Disapproved Matters), then Buyer shall have three (3) business days following (i) receipt of the Response Notice, or (ii) expiration of the Response Period, if Seller is deemed to have elected not to cure the Disapproved Matters, to advise Seller and the Escrow Holder, in writing, whether Buyer elects to waive the Disapproved Matters and proceed with the acquisition of the Property Agreements or to terminate this Agreement. If Buyer fails to deliver a waiver of Disapproved Matters within the three (3)-business day period, Buyer shall also be deemed to have elected to terminate in accordance with this Agreement. In the event of Buyer’s election (or deemed election) to terminate this Agreement under this Section 10.11 hereof5.3, the Escrow Holder shall return the Deposit to Buyer, less one-half ( 1/2) of the Escrow termination fees and the Due Diligence Option Consideration, on the next business day.

Property Approval Period. Through Between the earlier of Closing or the termination date of this AgreementAgreement and the Property Approval Deadline (as defined below), Purchaser Buyer shall have the right to review and investigate the physical and environmental condition of the Property, the Design Documents, the character, quality, value and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Real Property, the construction of improvements on the Real Property, the state of title to the Real Property, and any other factors or matters relevant to Buyer's decision to purchase the Property. As used in this Agreement, the phrase "Property Approval Period" shall mean the period commencing on the date of this Agreement and ending on the items set forth last to occur of the date (the "Property Approval Deadline") which is (a) twenty (20) business days after the date of execution of this Agreement, or (b) twenty (20) business days after the date on which all of the documents described in Sections sections 5.1 and 5.2 above (collectively, the “Due Diligence Items”)5.5 have been delivered to Buyer. Purchaser, in Purchaser’s sole and absolute discretion, Buyer may determine whether or not the Property is acceptable to Purchaser Buyer within the Property Approval Period. Notwithstanding anything to the contrary provided in this Agreement, Purchaser hereby acknowledges that If during the Property Approval Period has expired with respect Buyer determines that the Property is not acceptable for any reason whatsoever, then Buyer shall have the right, by giving notice to Seller, to terminate this Agreement. In addition, if Buyer fails to obtain the Oak Park Property Board Approval (as defined in Section 10.11 hereofsection 8.2(a)) by the Board Approval Date, but Purchaser than Buyer shall have the right, by giving notice to Seller, to terminate this Agreement. If Buyer exercises the right to terminate this Agreement prior to the expiration in accordance with this section 5.4, this Agreement shall terminate as of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the “Phase II”) with respect to the Champions Property and (ii) unless required date such termination notice is given by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to SellerBuyer. If Purchaser elects to terminate this Agreement prior to Buyer does not exercise the expiration of the Property Approval Period, then Purchaser shall deliver written notice thereof to Seller and the Title Company stating such election, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant to the terms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior to the expiration of the Property Approval Period, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in accordance with this Section section 5.4. If Purchaser elects , then this Agreement shall continue in full force and effect, and Buyer shall have no further right to terminate this Agreement pursuant to this Section section 5.4. Notwithstanding the foregoing or any contrary provisions of this Agreement, if Buyer fails to deliver to Seller notice of the Other Property Agreements Board Approval on or before the Board Approval Date, then Seller may deliver to Buyer notice of Buyer's failure, and if Buyer fails to deliver to Seller notice of the Board Approval within two (2) business days after Buyer's receipt of Seller's notice, then this Agreement shall also automatically terminate in accordance with Section 10.11 hereofas of the date of Seller's notice.

Property Approval Period. Through the earlier of Closing or the termination of this Agreement, Purchaser shall have the right to review and investigate the Property and the items set forth in Sections 5.1 and 5.2 above (collectively, the “Due Diligence Items”). Purchaser, in Purchaser’s sole and absolute discretion, may determine whether or not the Property is acceptable to Purchaser within the Property Approval Period. Notwithstanding anything to the contrary provided in this Agreement, Purchaser hereby acknowledges that the Property Approval Period has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof), but Purchaser shall have the right to terminate this Agreement prior to the expiration of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the each, a “Phase II”) with respect to (x) the Champions Xxxxx Plains Exchange Real Property and the Xxxxx Plains Exchange Improvements and (y) the Xxxxxxxx Bridge Commons Real Property and the Xxxxxxxx Bridge Commons Improvements and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller. If Purchaser elects acknowledges and agrees that Purchaser shall have no right to terminate this Agreement prior pursuant to this Section 5.4 unless Purchaser is not satisfied with the expiration results of either or both of the final Phase IIs for any reason or no reason in its sole discretion during the Property Approval Period. Accordingly, then Purchaser shall deliver may terminate this Agreement pursuant to the previous sentence by delivering written notice thereof to Seller and the Title Company stating such electionno later than the expiration of the Property Approval Period, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant to the terms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior pursuant to the expiration of the Property Approval Periodthis Section 5.4, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to -18- terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with Section 10.11 hereof.

Property Approval Period. Through Between the earlier of Closing or Effective Date and 5:00 p.m. (Eastern time) on the termination of this AgreementContingency Date (the “Property Approval Period”), Purchaser shall have the right to review and investigate the Property and the items set forth in Sections 5.1 and 5.2 above (collectively, the “Due Diligence Items”). Purchaser, in Purchaser’s sole and absolute discretion, may determine whether or not the Property is acceptable to Purchaser within the Property Approval Period. Notwithstanding anything If Purchaser determines to proceed with the contrary provided purchase of the Property in accordance with this Agreement, then Purchaser hereby acknowledges shall, prior to 5:00 p.m. (Eastern time) on the Contingency Date, (a) notify Seller in writing (an “Approval Notice”) that Purchaser has determined to proceed with the Property Approval Period has expired purchase of the Property, which determination shall be made by Purchaser in its sole and absolute discretion, and (b) deposit with respect the Title Company, in immediately available federal funds, the sum of Ten Million and No/100 Dollars ($10,000,000.00) which shall be held in escrow by the Title Company pursuant to the Oak Park Property (as defined in Section 10.11 hereof), but Purchaser shall have the right to terminate terms of this Agreement prior to the expiration and become a part of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the “Phase II”) with respect to the Champions Property and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to SellerXxxxxxx Money Deposit. If Purchaser elects fails to terminate this Agreement prior timely deliver an Approval Notice pursuant to the expiration of foregoing, or if Purchaser fails to timely deliver the Property Approval Period, then Purchaser shall deliver written notice thereof to Seller additional Ten Million and the Title Company stating such election, and Title Company shall return to Purchaser the No/100 Dollars ($10,000,000.00) Xxxxxxx Money Deposit pursuant to the terms foregoing, this Agreement shall automatically terminate, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except for Termination Surviving Obligations) and the Xxxxxxx Money Deposit shall be returned by the Title Company to Purchaser in accordance with the provisions of Section 4.6 hereof4.6. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, which expressly survive termination of this Agreement, the parties shall have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior to the expiration of the Property Approval Period, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with Section 10.11 hereof.

Property Approval Period. Through As noted above, Buyer and Seller have been negotiating this transaction for a few months, and during that time Buyer has completed certain due-diligence regarding the earlier of Closing or the termination of this Agreement, Purchaser Water Rights. Buyer shall have an additional period of time through thirty (30) days from the right Effective Date (the “Approval Date”) to review and investigate the Property and the items set forth determine, in Sections 5.1 and 5.2 above (collectivelyits sole discretion, the “Due Diligence Items”)feasibility of Buyer’s planned investment in the Property. PurchaserIf Buyer’s agents have not completed the requested evaluations by the Approval Date, then such Approval Date shall be extended for a reasonable period of time not in Purchaser’s sole and absolute discretionexcess of ten (10) days to allow for such completion. Prior to the Approval Date, Buyer, at its expense, may determine whether conduct such further studies and investigations and obtain such approvals as it deems appropriate, which may include, but are not necessarily limited to, an environmental audit and assessment, soils studies and soils report, water rights determinations and water engineering reports, drainage assessments, radon tests, engineering and surveying work and planning activities. Buyer’s obligations to Close under this Agreement are conditioned upon Buyer determining, on or not before the Approval Date, that the Property is acceptable for its use and investment and that all studies and investigations are satisfactory, in Buyer's sole discretion. If Buyer delivers written notice to Purchaser within Seller on or before the Approval Date that Buyer has determined that the Property Approval Period. Notwithstanding anything is not acceptable (in Buyer's sole judgment) for Buyer's planned improvements and investment and that Buyer has elected to terminate this Agreement, this Agreement shall terminate and be of no further force or effect and the Exxxxxx Money and all other payments and things of value received from Buyer shall be returned to Buyer, and Buyer will return to Seller any materials pertaining to the contrary Property previously provided to Buyer by Seller . If Buyer does not deliver such a notice of termination to Seller on or before the Approval Date, the conditions contained in this Section 4.1 shall be conclusively presumed to be satisfied. Thereafter, Buyer shall have no right to any refund of the Deposit, unless Seller defaults under this Agreement and except as expressly provided elsewhere in this Agreement, Purchaser hereby acknowledges that the Property Approval Period has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof), but Purchaser shall have the right to terminate this Agreement prior to the expiration of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the “Phase II”) with respect to the Champions Property and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller. If Purchaser elects to terminate this Agreement prior to the expiration of the Property Approval Period, then Purchaser shall deliver written notice thereof to Seller and the Title Company stating such election, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant to the terms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior to the expiration of the Property Approval Period, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with Section 10.11 hereofincluding Paragraph 2.2.

Property Approval Period. Through the earlier of Closing or the termination of this Agreement, Purchaser shall have the right to review and investigate the Property and the items set forth in Sections 5.1 and 5.2 above (collectively, the “Due Diligence Items”). Purchaser, in Purchaser’s sole and absolute discretion, may determine whether or not the Property is acceptable to Purchaser within the Property Approval Period. Notwithstanding anything to the contrary provided in this Agreement, Purchaser hereby acknowledges that the Property Approval Period has expired with respect to the Oak Park Property (as defined in Section 10.11 hereof), but Purchaser shall have the right to terminate this Agreement prior to the expiration of the Property Approval Period for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermore, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the each, a “Phase II”) with respect to (x) the Champions Xxxxx Plains Exchange Real Property and the Xxxxx Plains Exchange Improvements and (y) the Xxxxxxxx Bridge Commons Real Property and the Xxxxxxxx Bridge Commons Improvements and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller. If Purchaser elects acknowledges and agrees that Purchaser shall have no right to terminate this Agreement prior pursuant to this Section 5.4 unless Purchaser is not satisfied with the expiration results of either or both of the final Phase IIs for any reason or no reason in its sole discretion during the Property Approval Period. Accordingly, then Purchaser shall deliver may terminate this Agreement pursuant to the previous sentence by delivering written notice thereof to Seller and the Title Company stating such electionno later than the expiration of the Property Approval Period, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant to the terms of Section 4.6 hereof. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, and except for the Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior pursuant to the expiration of the Property Approval Periodthis Section 5.4, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 5.4. If Purchaser elects to terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with Section 10.11 hereof.

Property Approval Period. Through Between the earlier of Closing or Effective Date and 5:00 p.m. (Pacific time) on the termination of this AgreementContingency Date (the “Property Approval Period”), Purchaser shall have the right to review and investigate the Property Properties and the items set forth in Sections 5.1 and 5.2 above (collectively, the “Due Diligence Items”). Purchaser, in Purchaser’s sole and absolute discretion, may determine whether or not the Property is Common Interest, the Target, the Owners, the Properties and the terms of the proposed R&W Insurance Policy are acceptable to Purchaser within the Property Approval Period. Notwithstanding anything If Purchaser determines to proceed with the contrary provided purchase of the Common Interest in accordance with this Agreement, then Purchaser hereby acknowledges shall, prior to 5:00 p.m. (Pacific time) on the Contingency Date, notify Seller in writing (an “Approval Notice”) that Purchaser has approved the Property matters described in Sections 5.1 and 5.2 above, which determination shall be made by Purchaser in its sole and absolute discretion. If Purchaser fails to timely deliver an Approval Period has expired with respect Notice pursuant to the Oak Park Property (as defined in Section 10.11 hereof)foregoing, but Purchaser shall have the right to terminate this Agreement or otherwise elects prior to the expiration of the Property Approval Period not to proceed for any reason or no reason at all related to the Champions Property (as defined in Section 10.13). Furthermorereason, notwithstanding anything to the contrary provided in this Agreement, (i) Purchaser and the Licensee Parties shall have the right to conduct a Phase II environmental site assessment (the “Phase II”) with respect to the Champions Property and (ii) unless required by federal, state or local law or ordinance, or unless requested in writing by Seller, Purchaser shall not disclose the results of the Phase II to Seller. If Purchaser elects to terminate this Agreement prior to the expiration of the Property Approval Period, then Purchaser shall deliver written notice thereof to Seller and the Title Company stating such election, and Title Company shall return to Purchaser the Xxxxxxx Money Deposit pursuant to the terms of Section 4.6 hereofautomatically terminate. Following such termination, Purchaser shall pay any cancellation fees or charges of Title Company, the Title Company shall promptly refund the Xxxxxxx Money Deposit to Purchaser, and except for the Termination Surviving Obligations, which expressly survive termination of this Agreement, the parties shall thereafter have no further rights or obligations to one another under this Agreement. If Purchaser fails to terminate this Agreement prior Notwithstanding anything to the expiration of contrary contained herein, including, without limitation, any references to the Property Approval PeriodPeriod and the Contingency Date, Purchaser acknowledges and agrees that as of the Effective Date, the Property Approval Period and the Contingency Date have expired and occurred, as applicable, and Purchaser’s execution of this Agreement shall be deemed to have waived its right to terminate constitute Purchaser’s delivery of the Approval Notice referenced hereinabove for purposes of this Agreement as provided in this Section 5.4. If Purchaser elects and a waiver of any right to terminate this Agreement pursuant to this Section 5.4, the Other Property Agreements shall also terminate in accordance with Section 10.11 hereof.