Common use of Review Period Clause in Contracts

Review Period. Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunder.

Review Period. Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty ten (3010) days from the date of Purchaser's after receipt of such Updated Seller Parties Disclosure Schedule to review such Updated Seller Parties Disclosure Schedule (or if no such Updated Seller Parties Disclosure Schedule is delivered within the last of such items. In the event any matters appear therein that are unacceptable to Purchasertime period specified in paragraph above, other than the Permitted Exceptions, Purchaser shall, within said thirty then ten (3010) day period, notify Seller in writing of such fact. Upon days following the expiration of said thirty such period) (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence“Put Option Review Period”), and such accepted exceptions shall not be included in obligated to consummate the term "Permitted Exceptions" as used herein; providedAcquisition by notice to the Sellers’ Representative (a “Put Option Rescission Notice”), however, in no event shall if (A) any Seller Parties have materially breached any of the items listed on Schedule B-1 representations, warranties or C covenants set forth in this Agreement or the Preferred Stock Purchase Agreement or Purchaser’s rights under the Amended Articles or the Seller Parties are unable to deliver the certificate required under Section 7.1(e) hereof, (B) the Acquired Company has suffered or incurred a Material Adverse Effect, (C) the Acquired Company is subject to (1) an Action or there is an Action Threatened involving a claim that any Product infringes the proprietary rights of a third party, (2) an Action or there is an Action Threatened involving a claim that any Product has resulted in personal injury or death to a human patient or Purchaser in good faith has determined that a Product recall is required to correct a material defect in any Product, or (3) an Action or there is an Action Threatened or an investigation proceeding by any Governmental Body regarding the conduct of the Title Commitment constitute Permitted Exceptions for purposes hereofAcquired Company or involving any Product, or (D) any of the Sellers breach their non-competition obligations under the Founders’ Non-Competition Agreements (as defined in the Preferred Stock Purchase Agreement) or the Investor Non-Competition Agreement (as defined in the Preferred Stock Purchase Agreement), Notwithstanding the foregoing, in the event Purchaser disputes in good faith that the Base Milestones have not been successfully completed, then Purchaser shall not be obligated to consummate the Acquisition until the Purchaser and Sellers resolve the dispute in accordance with Section 1.11. In the event that Purchaser objects delivers a Put Option Rescission Notice to any such matters the Sellers’ Representative within the thirty (30) day Put Option Review Period, Seller Purchaser shall have thirty (30) days from receipt of such notice within which not be obligated to eliminate or modify any such unacceptable exceptions or itemsconsummate the Acquisition and Purchaser shall be entitled, howeverat its sole option, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or itemsterminate this Agreement in accordance with Section 8 herein. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part none of the "Permitted Exceptions"events described in clause (A),(B),(C), or (bD) terminate this Agreement by written notice to Sellerhave occurred, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company closing of the Acquisition shall be consummated on the later of (x) the Business Day immediately returned following expiration of the Put Option Review Period in accordance with the terms herein and (y) the Business Day immediately following the final determination of the Initial Purchase Price pursuant to PurchaserSection 1.11, provided that in the event that Company delivers a Milestone Completion Notice to Purchaser prior to January 1, 2010, the consummation of the Acquisition shall not occur until after January 1, 2010, at which time the consummation of the Acquisition shall occur at a date and thereafter neither Party time mutually agreeable to Purchaser and the Sellers’ Representative, which date and time shall have any further obligations or liabilities to the other hereunderbe no later than March 31, 2010.

Review Period. Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty ten (3010) days from the date of Purchaser's after receipt of such Updated Seller Parties Disclosure Schedule to review such Updated Seller Parties Disclosure Schedule (or if no such Updated Seller Parties Disclosure Schedule is delivered within the last of such items. In the event any matters appear therein that are unacceptable to Purchasertime period specified in paragraph above, other than the Permitted Exceptions, Purchaser shall, within said thirty then ten (3010) day period, notify Seller in writing of such fact. Upon days following the expiration of said thirty such period) (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence“Second Put Option Review Period”), and such accepted exceptions shall not be included in obligated to consummate the term "Permitted Exceptions" as used herein; providedAcquisition by notice to the Sellers’ Representative (a “Second Put Option Rescission Notice”), however, in no event shall if (A) any Seller Parties have materially breached any of the items listed on Schedule B-1 representations, warranties or C covenants set forth in this Agreement or the Preferred Stock Purchase Agreement or Purchaser’s rights under the Amended Articles or the Seller Parties are unable to deliver the certificate required under Section 7.1(e) hereof, (B) the Acquired Company has suffered or incurred a Material Adverse Effect, (C) the Acquired Company is subject to (1) an Action or there is an Action Threatened involving a claim that any Product infringes the proprietary rights of a third party, (2) an Action or there is an Action Threatened involving a claim that any Product has resulted in personal injury or death to a human patient or Purchaser in good faith has determined that a Product recall is required to correct a material defect in any Product, or (3) an Action or there is an Action Threatened or an investigation proceeding by any Governmental Body regarding the conduct of the Title Commitment constitute Permitted Exceptions for purposes hereofAcquired Company or involving any Product, or (D) any of the Sellers breach their non-competition obligations under the Founders’ Non-Competition Agreements (as defined in the Preferred Stock Purchase Agreement) or the Investor Non-Competition Agreement (as defined in the Preferred Stock Purchase Agreement). In the event that Purchaser objects delivers a Second Put Option Rescission Notice to any such matters the Sellers’ Representative within the thirty (30) day Second Put Option Review Period, Seller Purchaser shall have thirty (30) days from receipt of such notice within which not be obligated to eliminate or modify any such unacceptable exceptions or itemsconsummate the Acquisition and Purchaser shall be entitled, howeverat its sole option, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or itemsterminate this Agreement in accordance with Section 8 herein. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part none of the "Permitted Exceptions"events described in clause (A),(B),(C), or (bD) terminate this Agreement by written notice to Sellerhave occurred, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company closing of the Acquisition shall be consummated on the later of (x) the Business Day immediately returned following expiration of the Second Put Option Review Period in accordance with the terms herein and (y) the Business Day immediately following the final determination of the Initial Purchase Price pursuant to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderSection 1.11.

Review Period. Purchaser shall have a further period of ten (10) days after receipt of such Updated Seller Parties Disclosure Schedule to review such Updated Seller Parties Disclosure Schedule (or if no such Updated Seller Parties Disclosure Schedule is delivered within the time period specified in paragraph above, then ten (10) days following the expiration of such period) (the “Call Option Review Period”), and shall have the right at its election to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt rescind its exercise of the last Call Option, in its sole discretion, at any time during the Call Option Review Period by notice to the Sellers’ Representative (the “Call Option Rescission Notice”), if it is not satisfied in any manner with its review of such itemsUpdated Seller Parties Disclosure Schedule. In the event any matters appear therein that are unacceptable Purchaser delivers a Call Option Rescission Notice to Purchaser, other than the Permitted Exceptions, Purchaser shall, 3 Sellers’ Representative within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day periodCall Option Review Period, Purchaser shall be deemed to have accepted all exceptions to title referenced in not exercised the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentenceCall Option at such time, and such accepted exceptions the parties’ respective rights and obligations under this Agreement shall be included in continue as though no Purchase Election Notice had been delivered until the term "Permitted Exceptions" as used herein; provided, however, in no event shall any expiration of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereofCall Option Period. In the event that Purchaser objects to any such matters within does not deliver a Call Option Rescission Notice during the thirty (30) day Call Option Review Period, Seller the closing of the Acquisition shall have thirty be consummated on the later of (30x) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the Business Day immediately following expiration of said thirty the Call Option Review Period in accordance with the terms herein and (30y) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part Business Day immediately following the final determination of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice Initial Purchase Price pursuant to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderSection 1.11.

Review Period. Purchaser Buyer shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of through 6:00 p.m. California Time on the date that is thirty (30) days from after the date of Purchaser's receipt this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within two (2) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver to Buyer for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the last of such itemsdocuments requested by Buyer as set forth on Exhibit C (the “Document Inventory”) which are in Seller’s possession or readily available at nominal cost to Seller. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser Seller shall, within said thirty upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (30i) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser Xxxxxxx Money Deposit shall be deemed promptly returned by Escrow Agent to have accepted Buyer together with all exceptions accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to title referenced in Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the Title Commitment parties’ obligations pursuant to Sections 3.3 and all matters shown 16.6 below. All Records or items on the Survey except for matters which are Document Inventory to be given to Buyer by Seller will be delivered as an accommodation to Buyer and without any representation or warranty as to the subject accuracy, enforceability, or assignability of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and voidRecords, all moneys of which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderBuyer relies on at its own risk.

Review Period. Purchaser The Buyer shall have ten (10) days (the right to review “Review Period”) after the Buyer’s receipt of the later of the Survey, Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty Title Documents to review same and to deliver in writing to the City such objections as the Buyer may have to anything contained therein (30) days from the date of Purchaser's receipt of the last of such items“Objection Notice”). In the event any matters appear therein the Buyer states that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 Survey, Title Commitment, Title Documents, or C any item therein contained, is not satisfactory, the Buyer may either: terminate this Contract and have the Escrow Deposit forthwith returned to the Buyer; or, conditionally accept title subject to the City’s removal of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any matters contained in such matters Objection Notice within the thirty fifteen (30) day Review Period, Seller shall have thirty (3015) days from receipt of the Objection Notice (the “Title Cure Period”), in which case the City may elect, at its sole option, to use commercially reasonably efforts to remove or insure over such notice within which to eliminate or modify any such unacceptable exceptions or itemsobjectionable matters, however, Seller but shall have no duty or obligation to eliminate remove or modify insure over any of such unacceptable exceptions objectionable matters, other than monetary liens and matters listed on Schedule C of the Title Commitment, which the City shall be obligated to pay, cure, or itemsremove by the Closing. In If the event that Seller is unable City cannot remove or unwilling to eliminate or modify insure over such unacceptable items to the satisfaction of Purchaser on or matters before the expiration of said thirty the Title Cure Period, or if the City elects not to remove or insure over any of the Buyer’s objections, then at the Buyer’s election within five (305) day perioddays following the expiration of the Title Cure Period, Purchaser the Buyer may either (a) waive such objections terminate this Contract and accept title have the Escrow Deposit forthwith returned to the Property subject Buyer. Failure by the Buyer to such unacceptable items terminate this Contract on or before five (which items 5) days after the expiration of the Title Cure Period shall then be deemed to constitute part be a waiver of all then uncured title objections. The Buyer hereby agrees that the "lien for current taxes, and any items waived by the Buyer or not objected to timely by the Buyer shall hereinafter be deemed to be Permitted Exceptions"), and the Buyer shall not be entitled to object to the status of title, the Survey, or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or avoid the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have Closing on account of any further obligations or liabilities to the other hereunderPermitted Exceptions.

Review Period. Purchaser shall have a period of fifteen (15) Business Days beginning on the date hereof within which to inspect and investigate the Property and its operations (the “Review Period”). If Purchaser determines that the Property is unsuitable for its purposes and notifies Seller of such decision within the Review Period, the Xxxxxxx Money shall be returned to Purchaser, at which time this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement, except those which by their terms expressly survive such termination. Seller shall cooperate with Purchaser to allow Purchaser and Purchaser’s Representatives access to the Property, to allow Purchaser and Purchaser’s Representatives access to all non-proprietary information and documentation, and otherwise to promptly deliver such non-proprietary information and documentation to Purchaser, relating to the Property and its operations as Purchaser may reasonably request but excluding internal correspondence, analyses, appraisals, projections or similar items. Subject to Section 0.X, Xxxxxxxxx’s failure to terminate this Agreement pursuant to this Section 10.A within the Review Period shall be deemed a waiver by Purchaser of the condition contained in this Section 10.A. Purchaser’s right of inspection pursuant to this Section 10.A is and shall remain subject to the rights of tenants under the Leases and other occupants and users of the Property. No inspection shall be undertaken without 48 hours’ prior verbal notice to Seller. Seller shall have the right to review be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact any tenants without the Title Commitment, Exception Documents, Survey and Search Reports for a period prior consent of thirty (30) days from Seller. No inspection shall involve the date taking of Purchaser's receipt samples or other physically invasive procedures without the prior consent of Seller. Purchaser shall restore the Property to its condition existing prior to the inspection of the last of such itemsProperty hereunder. In Notwithstanding anything to the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller contrary contained in writing of such fact. Upon the expiration of said thirty (30) day periodthis Agreement, Purchaser shall be deemed indemnify, defend (with counsel reasonably acceptable to have accepted all exceptions to title referenced in the Title Commitment Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all matters shown on the Survey except for matters which are the subject losses, claims, damages and liabilities (including, without limitation, attorneys’ fees incurred in connection therewith) arising out of a notification made or resulting from Purchaser’s exercise of its rights under the preceding sentence, this Section 10.A and such accepted exceptions indemnity shall be included in survive the term "Permitted Exceptions" as used herein; provided, however, in no event shall Closing and any termination of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderAgreement.

Review Period. Purchaser shall have Exide hereby grants to EDC and CDC during the first ninety (90) days after the Effective Date (the “Review Period”), the right to review title and survey matters relating to the EDC Tract or CDC Tract. Each of EDC and CDC shall have until the expiration of the Review Period to review the Survey, Title Commitment, Exception Documentsand Title Documents and to deliver in writing to Exide such objections as they or either one of them may have to anything contained in them (the “Objection Notice“). Exide may, Survey and Search Reports for a period of thirty (30) days from but is not obligated to, promptly undertake to eliminate or modify all such matters objected to by EDC or CDC to the date of Purchaser's receipt reasonable satisfaction of the last of such items. In the event any matters appear therein that are unacceptable to Purchaserparty so objecting, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser but shall be deemed under no obligation to have accepted all exceptions to title referenced incur any cost in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used hereinso doing; provided, however, Exide agrees to cooperate in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects good faith to any assist EDC and CDC in addressing such matters within the thirty (30) day Review Period, Seller but shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have be under no obligation to eliminate incur any costs in doing so. Any items reflected in the Survey, the Title Commitment, or modify any such unacceptable exceptions or items. In the event Title Documents that Seller is unable or unwilling to eliminate or modify such unacceptable items have not been cured by Exide to the satisfaction of Purchaser on or before both EDC and CDC, other than the expiration of said thirty (30) day periodExisting Liens, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part be Permitted Exceptions. Notwithstanding the foregoing, each of EDC and CDC hereby agrees that zoning ordinances, real estate taxes and assessments, both general and special, not yet due and payable, liens or encumbrances created by the acts of the "Frisco Parties (provided monetary liens placed against the J Parcel by Exide shall not be considered Permitted Exceptions", if permitted by the Frisco Parties), or (b) terminate this Agreement by written notice and any items not objected to Seller, whereupon this Agreement timely shall automatically hereinafter be rendered null deemed to be Permitted Exceptions and void, all moneys which have been delivered by Purchaser EDC and CDC shall not be entitled to Seller object to the status of title or the Title Company Survey on account of such Permitted Exceptions. The EDC Tract Deed shall be immediately returned convey good and indefeasible title in fee simple to Purchaserthe EDC Tract, free and clear of any and all liens, encumbrances, conditions, easements, assessments, claims, right-of- way, encroachments, and thereafter neither Party shall have any further obligations or liabilities restrictions except for the Permitted Exceptions which pertain to the other hereunderEDC Tract. The CDC Tract Deed shall convey good and indefeasible title in fee simple to the CDC Tract, free and clear of any and all liens, encumbrances, conditions, easements, assessments, claims, right-of-way, encroachments, and restrictions except for the Permitted Exceptions which pertain to the CDC Tract.

Review Period. Purchaser shall will have a period of 5 days after the right delivery of the Survey in which to review and deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment (including, without limitation, any objections Purchaser may have to the standard printed exceptions contained in a standard form of title insurance commitment in the State), the title exception documents or the Survey. If Purchaser timely objects to any matter contained in the Title Commitment, Exception Documentstitle exception documents or Survey, Survey and Search Reports for a period of thirty (30) Seller will have 2 business days from the date after receipt of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice objections within which Seller may (but will not be obligated to) attempt to eliminate or modify cure such objections. If Seller notifies Purchaser at any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event time that Seller is unable or unwilling to eliminate or modify cure any such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day periodobjections, then within 2 business days from Seller's notice, Purchaser may must elect to either (ai) terminate this Agreement, in which case Escrow Agent will return the Xxxxxxx Money to Purchaser, or (ii) waive such objections and accept title to the Property subject to proceed toward Closing. If Purchaser does not elect either CLAUSE (i) or (ii) within such unacceptable items (which items shall 2 business day period, then Purchaser will be deemed to constitute part of the "Permitted Exceptions"have elected CLAUSE (ii). In all cases, or (b) however, Purchaser's right to terminate this Agreement pursuant to this SECTION 5.3 will lapse and terminate upon the expiration of the Inspection Period. Each item to which Purchaser does not object within the 5-day period described above, or to which Purchaser objects, but Purchaser waives, or is deemed to have waived by written notice to Sellernot terminating this Agreement, whereupon this Agreement shall automatically will be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderconsidered a Permitted Exception.

Review Period. Purchaser shall have until the right end of the Contingency Period to review notify Seller in writing of any objections the Title CommitmentPurchaser may have to matters reflected in or concerning the Commitment or the Survey (each of the foregoing notices being hereafter referred to as the “Objections Notice”); provided, Exception Documentshowever, Survey Purchaser shall not be required to object to any matters shown on Schedule B-1 to the Commitment and Search Reports for Purchaser shall not be required to object to any mortgage lien, construction lien or other lien or encumbrance which may be discharged by payment of a period specified or ascertainable amount of money, and all such liens or encumbrances shall not be or become Permitted Exceptions and shall be discharged by Seller at or before Closing. Purchaser shall not object to any of the Permitted Exceptions identified as of the date hereof on Exhibit B attached hereto. If the Purchaser shall deliver the Objections Notice, Seller may elect to cure such objections within thirty (30) days from the date on which Seller receives the Objections Notice. If the Purchaser is not satisfied with the results of Purchaser's receipt any cure efforts by Seller, the Purchaser may terminate this Agreement by giving written notice of termination to Seller within ten (10) days after the last end of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said Seller’s thirty (30) day period, notify Seller cure period in writing of such fact. Upon which event the expiration of said thirty (30) day period, Purchaser Exxxxxx Money shall be returned to and retained by Purchaser and neither party hereto shall have any further rights or obligations hereunder other than those which are expressly provided to survive the termination hereof. Any title or survey exceptions to which the Purchaser does not object in accordance with this Section 5.3 and any title or survey exceptions to which the Purchaser objects that are not cured and which the Purchaser is deemed to have accepted all exceptions to title referenced and approved in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions accordance with this Section 5.3 shall be included in the term "herein referred to as Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunder.

Review Period. Purchaser Within sixty (60) days from the date in which this Agreement is fully executed, Buyer shall have the right to review examine any and all materials and Properties in connection with this Agreement (the Title Commitment“Review Period”). Each Seller shall provide or shall make available to Buyer, Exception Documentsall pertinent documents, Survey including, but not limited to engineering tests, environmental studies, reports, surveys that are in Seller’s possession for each Property, title insurance policies, rent rolls, financial statements for the current year and Search Reports for a period the past three (3) years. Buyer shall be entitled to physically inspect the Properties during business hours, upon forty eight (48) hours advance notice to the Sellers, to determine the feasibility, suitability and desirability of thirty purchasing the Properties, it being agreed that if Buyer, in its sole discretion, shall determine not to proceed with the transactions contemplated in this Agreement, Buyer may terminate this Agreement by delivering written notice (30the “Termination Notice”) days from to the date of Purchaser's receipt Sellers prior to 5:00 P.M. Eastern Standard Time on the last day of the last Review Period, in which case the Sellers and the Escrow Agents shall return all funds (less amounts permitted to be retained by Sellers pursuant to Section 4.4), together with interest thereon, and documents paid or deposited by Buyer or any Seller, and Buyer and each Seller shall each be relieved of such itemsall further liability hereunder. In If Buyer does not deliver the event any matters appear therein that are unacceptable to Purchaser, other than Termination Notice within the Permitted Exceptions, Purchaser shall, within said thirty (30) day aforementioned time period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser Buyer shall be deemed to have accepted all exceptions waived its right to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice pursuant to Seller, whereupon this Section and the Escrow Amount shall be non-refundable to Buyer unless this Agreement shall automatically be rendered null fail to close by reason of the Sellers’ default pursuant to Article XVII. Buyer acknowledges and voidagrees that, except as otherwise expressly set forth in this Agreement, the Sellers have made no representation or warranty whatsoever, express or implied, as to the condition, quantity or quality of the Properties, or any portion thereof. Buyer acknowledges that it has the opportunity, pursuant to this Article IV, to inspect the Properties, including the right to perform environmental site assessments and to examine the physical condition and state of repair of the Properties, including all moneys which have been delivered by Purchaser to Seller Improvements, fixtures, machinery, apparatus and equipment located thereon. Without limiting the generality of the foregoing, Buyer has not relied on any representations or the Title Company shall be immediately returned to Purchaserwarranties, and thereafter neither Party shall the Sellers (or any of their agents or representatives) have not and are not willing to make any further obligations representations or liabilities to the warranties, express or implied, other hereunderthan as may be expressly set forth in this Agreement.

Review Period. Purchaser The Buyer has notified the Seller, in writing, of such objections as Buyer may have to any exception contained in the title commitments or matter shown on the surveys obtained by the Buyer and covering the Owned Real Property and/or the Leased Property. Any exceptions or matters not objected to by the Buyer in writing prior to the date hereof shall be deemed waived by the Buyer and shall be deemed Permitted Encumbrances. The Seller shall have the option to (a) cure, remove, provide for the satisfaction of, or provide for a title company's insurance over any such objections; provided that if all objections made by the Buyer can be satisfied solely by the payment of a sum of less than $25,000, the Seller shall be responsible to effectuate such cure, or (b) in the event that all of the Buyer's objections cannot be satisfied by the payment of less than $25,000 or cannot be reasonably cured within the "Title Cure Period" (defined hereinbelow), the Seller will advise the Buyer in writing on or before the end of the Title Cure Period of such fact or facts, and the Buyer will have the option, to be exercised within five (5) business days after receipt of the Seller's notice, to either waive such objections and proceed to the Closing, whereupon such waived title objections shall also be deemed Permitted Encumbrances, or terminate this Agreement, and neither Party hereto shall have any further obligations one to the other hereunder, except for the indemnities or provisions expressly stated to survive the termination of this Agreement. If the Buyer's objections (which may not include Permitted Encumbrances or Assumed Liabilities) cannot be cured or removed by the Closing Date, the Seller may at its option have the right to adjourn the Closing Date for a period of up to sixty (60) days to attempt to cure or remove such exceptions or defects (the "Title Cure Period"). In the event the Seller, using diligent, good faith efforts, does not cure such matters prior to the Closing or prior to the expiration of the Title Cure Period, if applicable, and such matters materially adversely affect the related property or have a Material Adverse Effect, the Buyer shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b1) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party hereto shall have any further obligations or liabilities one to the other hereunder, except for the indemnities or provisions expressly stated to survive in this Agreement, or (2) waive such title objections and proceed to the Closing, whereupon such waived title objections shall also be deemed Permitted Encumbrances.

Review Period. During the period of time following the Effective Date of this Agreement until the date which is the later to occur of (i) thirty (30) days after the Effective Date or (ii) the date by which all of the Commitment, the Title Review Documents, and the Survey have been delivered to Purchaser (the later being herein called the “Termination Date”), Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey Review Materials; to inspect the Property; and Search Reports for to otherwise conduct a period feasibility review and analysis with respect to the Property. Purchaser agrees that it will provide Seller with copies of thirty (30) days from all reports it obtains and studies that relate to the date condition or potential development by Purchaser of Purchaser's the Property promptly upon receipt of such reports and studies by Purchaser. Notwithstanding any provision hereof to the last contrary, should Purchaser determine, in Purchaser’s sole and absolute discretion, that the Property is not satisfactory to Purchaser for any reason, Purchaser may terminate this Agreement by delivering written notice of such itemstermination to Seller on or before the Termination Date. In If Purchaser fails to deliver written notice of termination on or before the event Termination Date, Purchaser’s right of termination under this Section 4.02 will be deemed waived. If Purchaser timely terminates this Agreement pursuant to the terms of this Section 4.02, then the Exxxxxx Money shall be returned to Purchaser except for the sum of $100 which will be delivered to Seller as independent consideration, and thereafter neither party shall have any matters appear therein further rights, remedies, or obligations hereunder except for the Post Termination Obligations which will survive termination. Prior to the Effective Date, Seller and Purchaser entered into that are unacceptable certain Site Access Agreement (the “Site Access Agreement”) dated July 28, 2005 (the “Site Access Date”) providing Purchaser’s early access to Purchaserthe Property pending the negotiation and execution of this Agreement. This Agreement supercedes the terms and provisions of the Site Access Agreement. Without limiting the foregoing provisions of this Section, other than throughout the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing term of such fact. Upon the expiration of said thirty (30) day periodthis Agreement, Purchaser shall be deemed have the right to have accepted all exceptions (i) enter into and upon the Property, inspect the Property and conduct tests of the Property and other related due diligence activities (“Due Diligence Activities”), and (ii) enter into and upon the Property to title referenced engage in certain pre-closing site work subject to and more particularly described in Section 4.05 below. Prior to conducting any Due Diligence Activities on the Property as permitted by this Agreement, Purchaser will (i) provide Seller an insurance certificate in the Title Commitment form attached to the Site Access Agreement as Exhibit “B” thereto reflecting Seller as an additional insured under the insurance policy described in such certificate, and (ii) provide Seller reasonable advance written notice of such activity, including a description of the activity and a time schedule for such activity. Seller reserves the right to be present for the purpose of observing any such Due Diligence Activities which may be conducted by or on behalf of Purchaser. In fulfilling its obligations under subpart (ii) of the prior sentence, Seller will not be required to incur or pay any third party costs or expenses related to preparing or processing the SDP Application. Purchaser, at its sole expense, will pay all matters shown third-party costs associated with preparing and processing the SDP Application including, without limitation, engaging any legal counsel, engineer, land planner, lobbyist or other consultant that Purchaser determines is necessary or advisable to prepare and process the SDP Application. Purchaser agrees to provide Seller copies of all third party studies, reports, surveys, tests and other materials generated in connection with Purchaser’s Due Diligence Activities (excluding attorney work product and attorney-client privileged information and communications) within a reasonable time after such materials are available to Purchaser. Notwithstanding anything in this Agreement or elsewhere to the contrary, all Due Diligence Activities shall be conducted in compliance with all applicable governmental requirements, rules and regulations. Purchaser agrees to indemnify Seller and its principals, partners and affiliates against and hold Seller and its principals, partners and affiliates harmless from, any claim for bodily injury or death or for damage to tangible personal property or for physical damage to the Property in any case sustained by Seller or its principals, partners and affiliates, and for the costs, expenses (including reasonable attorneys’ fees), actually incurred by Seller or its principals, partners and affiliates to the extent such claim, damage, loss or expense arises out of or results from the Due Diligence Activities conducted by or for Purchaser on the Survey except for matters which are Property. Notwithstanding anything to the subject of a notification made under the preceding sentencecontrary in this Agreement, said obligation to indemnify and such accepted exceptions hold harmless Seller and its principals, partners and affiliates shall be included not exceed ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) in the term "Permitted Exceptions" as used hereinaggregate; provided, however, in the event this Agreement terminates and under the other provisions of this Agreement the Exxxxxx Money is paid to Seller, then all obligation of indemnity and hold harmless provided in this paragraph shall be included in and covered by the delivery of the Exxxxxx Money to Seller and shall not be in addition to the Exxxxxx Money. The obligations of indemnity and hold harmless set forth in this paragraph shall survive any termination of this Agreement except a termination of this Agreement in which the Exxxxxx Money is paid to the Seller. In no event shall the indemnification and hold harmless contained in this Agreement extend to or cover any claim or cause of action brought against Seller (whether singularly or together with others) relating to or based upon an Entitlements Challenge or existing environmental conditions or characteristics on or of the items listed on Schedule B-1 Property, loss of profits or C perceived loss of profits; reduction in value, perceived loss of value, or stigma of the Title Commitment constitute Permitted Exceptions for purposes hereofProperty; or inability to sell, lease or finance the Property. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to PurchaserThe indemnification obligations set forth in, and thereafter neither Party shall have any further obligations or liabilities as limited by the provisions of, this paragraph are referred to as the other hereunder“Due Diligence Activities Indemnification.”

Review Period. Purchaser shall have Exide hereby grants to EDC and CDC during the first ninety (90) days after the Effective Date (the “Review Period”), the right to review title and survey matters relating to the EDC Tract or CDC Tract. Each of EDC and CDC shall have until the expiration of the Review Period to review the Survey, Title Commitment, Exception Documentsand Title Documents and to deliver in writing to Exide such objections as they or either one of them may have to anything contained in them (the “Objection Notice“). Exide may, Survey and Search Reports for a period of thirty (30) days from but is not obligated to, promptly undertake to eliminate or modify all such matters objected to by EDC or CDC to the date of Purchaser's receipt reasonable satisfaction of the last of such items. In the event any matters appear therein that are unacceptable to Purchaserparty so objecting, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser but shall be deemed under no obligation to have accepted all exceptions to title referenced incur any cost in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used hereinso doing; provided, however, Exide agrees to cooperate in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects good faith to any assist EDC and CDC in addressing such matters within the thirty (30) day Review Period, Seller but shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have be under no obligation to eliminate incur any costs in doing so. Any items reflected in the Survey, the Title Commitment, or modify any such unacceptable exceptions or items. In the event Title Documents that Seller is unable or unwilling to eliminate or modify such unacceptable items have not been cured by Exide to the satisfaction of Purchaser on or before both EDC and CDC, other than the expiration of said thirty (30) day periodExisting Liens, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part be Permitted Exceptions. Notwithstanding the foregoing, each of EDC and CDC hereby agrees that zoning ordinances, real estate taxes and assessments, both general and special, not yet due and payable, liens or encumbrances created by the acts of the "Frisco Parties (provided monetary liens placed against the J Parcel by Exide shall not be considered Permitted Exceptions", if permitted by the Frisco Parties), or (b) terminate this Agreement by written notice and any items not objected to Seller, whereupon this Agreement timely shall automatically hereinafter be rendered null deemed to be Permitted Exceptions and void, all moneys which have been delivered by Purchaser EDC and CDC shall not be entitled to Seller object to the status of title or the Title Company Survey on account of such Permitted Exceptions. The EDC Tract Deed shall be immediately returned convey good and indefeasible title in fee simple to Purchaserthe EDC Tract, free and clear of any and all liens, encumbrances, conditions, easements, assessments, claims, right-of-way, encroachments, and thereafter neither Party shall have any further obligations or liabilities restrictions except for the Permitted Exceptions which pertain to the other hereunderEDC Tract. The CDC Tract Deed shall convey good and indefeasible title in fee simple to the CDC Tract, free and clear of any and all liens, encumbrances, conditions, easements, assessments, claims, right-of-way, encroachments, and restrictions except for the Permitted Exceptions which pertain to the CDC Tract.

Review Period. Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunder.

Review Period. (a) Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of until thirty (30) days from following the date execution of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable this Agreement to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of any objections Purchaser may have to matters reflected in or concerning the Title Commitment, the Supporting Documents, the Survey, or the UCC Searches (the "Title Objections"). If Purchaser shall so notify Seller of Title Objections, Seller may elect to cure and eliminate such factobjections within five (5) days from the date on which Seller receives Purchaser's Title Objections (for purposes of this sentence, "eliminate" shall not include "insuring around" unless (i) the Title Objection has a quantifiable value of less than $100,000.00, or (ii) Purchaser, in its sole discretion, agrees thereto). Upon If Seller so cures, or within said five-day period unconditionally commits in writing so to cure prior to Closing (the expiration of said thirty (30) day period"Committed Title Cure Matters"), Purchaser shall be deemed not have the right to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement because of the cured Title Objections or the Committed Title Cure Matters. If the Committed Title Cure Matters are not cured by written notice Closing, such failure shall be a Seller default hereunder. Any such matters to Seller, whereupon which Purchaser does not object and any Title Objections which Seller neither cures nor commits to be Committed Title Cure Matters shall be Permitted Exceptions if Purchaser does not terminate this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunder.under Section 5.3(b) below. HOTEL PURCHASE AGREEMENT - Page 10 ------------------------

Review Period. After receipt of the last of the Title Commitment and Survey, Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaserreceipt, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, but in no event shall any longer than the Due Diligence Period, to review the state of Seller’s title to the items listed on Schedule B-1 Property (the “Title Review Period”). If the Survey or C of the Title Commitment constitute Permitted Exceptions reflects or discloses any defect, exception or other matter affecting the Property (“Title Defects”) that is unacceptable to Purchaser for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Periodreason whatsoever, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or itemsthen, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day periodthe Title Review Period, Purchaser may either (a) waive such objections and accept title shall provide Seller with written notice of its objections. Any matter which Purchaser does not object to in writing prior to the Property subject to such unacceptable items (which items expiration of the Title Review Period shall then be deemed a “Permitted Exception”. Seller may elect, but shall have no obligation, to constitute part use its reasonable efforts to remove or cure the Title Defects, but shall not be required to incur any costs or to institute litigation in doing so. Seller shall within five (5) days after its receipt of Purchaser’s notice of Title Defects, notify Purchaser of those items which Seller shall cure or cause to be cured at or before Closing (“Seller’s Cure Notice”). If Seller elects not to cure any or all of the "Permitted Exceptions")Title Defects then, or (b) Purchaser, as its sole remedy may terminate this Agreement by giving written termination notice to Seller on or before the fifth (5th) business day following receipt of Seller’s Cure Notice, whereupon such notice to, in any event, be delivered prior to the expiration of the Due Diligence Period. Forthwith, all Xxxxxxx Money (including accrued interest) deposited by Purchaser will be returned to Purchaser within three (3) business days. Notwithstanding anything to the contrary in this Agreement, if Purchaser fails to terminate this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser giving written termination notice to Seller before the first to occur of (i) five (5) business days following receipt of Seller’s Cure Notice, or (ii) the expiration of the Due Diligence Period, then any Title Defects that Seller has not cured and which are shown on the Survey or the Title Company Commitment as such may have been updated (other than items which Seller has agreed in writing to cure or cause to be cured) shall be immediately returned deemed to Purchaserbe waived and accepted by Purchaser and shall be Permitted Exceptions. Notwithstanding anything contained herein to the contrary, the term “Permitted Exceptions” shall not include, and Seller shall discharge or otherwise cause to be satisfied and released: (i) all liens and monetary encumbrances caused by Seller affecting the Property and (ii) all matters reflected on Schedule C of the Title Commitment which are designated in the Title Commitment as being Seller’s responsibility. If Purchaser terminates this Agreement as provided for herein, neither Seller nor Purchaser thereafter neither Party shall have any further obligations right or liabilities to the other hereunderobligation under this Agreement except Surviving Obligations.

Review Period. Purchaser BUYER shall have a period of sixty (60) days from the right Effective Date in which to review legal, financial, and other documents and to conduct any investigation deemed necessary to evaluate the Property at BUYER’s cost and expense (the “Review Period”). During the Review Period, BUYER shall have twenty (20) days following delivery of the Title Commitment, the Exception Documents, Documents and the Survey and Search Reports for a period within which to notify the SELLER of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any objections BUYER may have to any matters appear therein that are unacceptable appearing or referred to Purchaserin the Title Commitment or the Survey. Any title encumbrances, exceptions, or other than matters in the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller Title Commitment or the Survey to which BUYER does not object in writing of such fact. Upon within the expiration of said thirty (30) day period, Purchaser Review Period shall be deemed to have accepted all be permitted exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "(“Permitted Exceptions" as used herein”) to the status of the BUYER’s title; provided, however, in no event notwithstanding the foregoing, any monetary liens placed on the Property by the SELLER and which liens are removable by the payment of money (collectively, “Monetary Liens”) shall any of be automatically deemed title objections by the BUYER. With regard to items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser to which BUYER objects to any such matters within the thirty (30) day Review Period, Seller the SELLER shall have thirty the right, but not the obligation, to use reasonable diligence to remove, discharge, or cure such objections at or prior to Closing. Within fifteen (3015) days from after receipt of BUYER’s objections, SELLER shall notify BUYER in writing whether SELLER will (i) elect not to resolve, discharge, or otherwise cure such notice within which objections, or (ii) elect to eliminate resolve, discharge, or modify any otherwise cure such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or itemsobjections. In If the event SELLER notifies BUYER that Seller SELLER is either unable or unwilling to eliminate or modify cure such unacceptable items to objections, the satisfaction of Purchaser on or before the expiration of said thirty (30) day periodBUYER may, Purchaser may either at its option, and as a remedy, (a) waive such their objections and accept title to purchase the Property subject to such unacceptable items (which items shall then be deemed to constitute part without reduction of the "Permitted Exceptions")Purchase Price, or (b) terminate this Agreement by providing the SELLER with written notice within five (5) days after receipt of notice of the SELLER’s election not to Sellercure such objections. In the event of such termination by BUYER for failure to cure BUYER’s objections pursuant to the terms hereof, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company Xxxxxxx Money shall be immediately returned to PurchaserBUYER without the requirement of a release or waiver from SELLER, and thereafter neither Party shall have any further obligations or liabilities liability under this Agreement except as otherwise provided in this Agreement. Upon the expiration of the Review Period, the Xxxxxxx Money shall be non-refundable to the other hereunderBUYER except as specifically set forth herein.

Review Period. Purchaser shall have the right until June 16, 2017 at 5:00 PM Mountain Time (“Review Period”), to review all matters affecting or relating to the Title CommitmentProperty, Exception Documentsother than title and survey matters pursuant to Sections 3.2B and 3.2C above, Survey and Search Reports for a period of thirty (30) days from to otherwise evaluate and analyze the date of Purchaser's receipt feasibility of the last Property for Purchaser’s intended use thereof, at Purchaser’s sole cost and expense. Purchaser may elect in its sole, absolute, and unfettered discretion to (i) purchase the Property by (x) notifying Seller in writing on or before expiration of such items. In the event any matters appear therein that are unacceptable Review Period of its intent to Purchaserpurchase the Property subject and pursuant to the terms of this Agreement (“Closing Notice”), and (y) delivering the Additional Deposit on or before two (2) business days after expiration of the Review Period, at which time the Deposit shall become nonrefundable, except as otherwise expressly provided in this Agreement; or (ii) terminate this Agreement by notifying Seller in writing on or before expiration of the Review Period (“Termination Notice”), in which case this Agreement shall terminate, the Initial Deposit, other than the Permitted ExceptionsNon-Refundable Deposit, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed returned to have accepted all exceptions to title referenced in Purchaser, and the Title Commitment and all matters shown on Company shall immediately release the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used hereinNon-Refundable Deposit to Seller without additional instruction or action by Seller or Purchaser; provided, however, in if Purchaser terminates this Agreement pursuant to the terms hereof prior to the Initial Non-Refundable Date, the entire Initial Deposit shall be returned to Purchaser and Seller shall have no event shall any of the items listed on Schedule B-1 claim thereto or C of the Title Commitment constitute Permitted Exceptions for purposes hereofright therein. In the event that Purchaser objects fails to any such matters within provide to Seller the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate Closing Notice or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser Termination Notice on or before the expiration of said thirty (30) day periodthe Review Period or fails to timely deposit the Additional Deposit, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered terminate, in which case this Agreement shall become null and voidvoid and of no further force and effect except as otherwise provided herein, all moneys which have been delivered by Purchaser to Seller or the Title Company Initial Deposit, other than the Non-Refundable Deposit, shall be immediately returned to Purchaser, and thereafter neither Party the Title Company shall have any further obligations immediately release the Non-Refundable Deposit to Seller without additional instruction or liabilities to the other hereunderaction by Seller or Purchaser.

Review Period. Purchaser shall have until the right end of the Contingency Period to review notify Seller in writing of any objections the Title CommitmentPurchaser may have to matters reflected in or concerning the Commitment or the Survey (each of the foregoing notices being hereafter referred to as the "Objections Notice"); provided, Exception Documentshowever, Survey Purchaser shall not be required to object to any matters shown on Schedule B-1 to the Commitment and Search Reports for Purchaser shall not be required to object to any mortgage lien, construction lien or other lien or encumbrance which may be discharged by payment of a period specified or ascertainable amount of money, and all such liens or encumbrances shall not be or become Permitted Exceptions and shall be discharged by Seller at or before Closing. Purchaser shall not object to any of the Permitted Exceptions identified as of the date hereof on Exhibit B attached hereto. If the Purchaser shall deliver the Objections Notice, Seller may elect to cure such objections within thirty (30) days from the date on which Seller receives the Objections Notice. If the Purchaser is not satisfied with the results of Purchaserany cure efforts by Seller, the Purchaser may terminate this Agreement by giving written notice of termination to Seller within ten (10) days after the end of Seller's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller cure period in writing of such fact. Upon which event the expiration of said thirty (30) day period, Purchaser Earnest Money shall be returned to and retained by Purchaser and neixxxx xxrty hereto shall have any further rights or obligations hereunder other than those which are expressly provided to survive the termination hereof. Any title or survey exceptions to which the Purchaser does not object in accordance with this Section 5.3 and any title or survey exceptions to which the Purchaser objects that are not cured and which the Purchaser is deemed to have accepted all exceptions to title referenced and approved in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions accordance with this Section 5.3 shall be included in the term "herein referred to as Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunder.

Review Period. Purchaser Optionee shall have a period of fifteen (15) days after Optionee's receipt of the last to be received of the Title Commitment (and the documents referred to therein as conditions or exceptions to title to the Property), Survey and Other Materials in which to review such items and to deliver to Optionor in writing such objections as Optionee may have to anything contained or set forth in such documents; provided, however, Optionee shall have no right to object to the Initial Permitted Exceptions listed on Exhibit "E". The existence of any new exceptions (other than the Initial Permitted Exceptions or any encumbrances created at the request of Optionee) that were created knowingly by Optionor and that will have a material, adverse effect on the Property's marketability or use shall constitute an Optionor default hereunder. Nevertheless, if Optionee elects not to terminate this Agreement as a result of such Optionor default, the Initial Permitted Exceptions plus any items on the Title Commitment, to which Optionee does not so object within the aforesaid fifteen (15) day review period (or to which it timely objects but subsequently waives) shall be deemed to be "Permitted Exceptions". As to items to which Optionee makes an objection, Optionor shall use commercially reasonable efforts to effectuate a cure of such objections, but such efforts shall not require Optionor to expend monies to cure any title objection except to release any liens arising by, through, or under Optionor. In the event Optionor is unable or unwilling to cure any such objections prior to Closing, Optionee shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by upon delivering written notice to SellerOptionor, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company Option Fee shall be immediately returned to PurchaserOptionee and if such failure also constitutes an Optionor default hereunder, and thereafter neither Party Optionee shall have any further obligations or liabilities be entitled to the other hereunderremedies set forth in Section 9.1.

Review Period. Purchaser The BUYER shall have until the right closing (the "Review Period") to (a) review the Title Commitment, Exception Documents, Survey SELLER's title to the Premises and Search Reports for to obtain a period of thirty (30) days from the date of Purchaser's receipt survey of the last Premises; (b) have made an assessment of the Premises for the presence of any oil, hazardous material, hazardous waste or hazardous substance (hereinafter collectively called "Hazardous Substances") as those terms are defined by any applicable federal, state or local law, rule, regulation (hereinafter collectively called "Applicable Environmental Laws"); (c) otherwise review the Premises as the BUYER in its sole discretion shall deem necessary; and (d) contact and consult with any and all federal, state, municipal and other governmental bodies having jurisdiction over the Premises ("Governmental Authorities") regarding the zoning, building code and other governmental permits and approvals necessary under any applicable laws, regulations, codes, orders, ordinances, rules and statutes now in effect, including, without limitation, the Applicable Environmental Laws (collectively referred to as "Applicable Laws") for the use and operation of the improvements on the Premises. All of the investigations described in this Section 6 shall be undertaken by the BUYER at the BUYER'S sole cost and expense, including, without limitation, the cost of such items. In the event any matters appear therein that are unacceptable to Purchasersurveys, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment inspections and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereoftests. In the event that Purchaser objects the BUYER determines, in its sole discretion, (a) the title to, or any matter shown on the survey of, the Premises to be unsatisfactory, (b) the environmental condition of the Premises to be unsatisfactory, or (c) that the Premises does not comply with Applicable Laws or is otherwise unsatisfactory, then, in any such matters within case, the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such BUYER may terminate this Agreement by giving written notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser SELLER and Escrow Agent on or before the expiration of said thirty the Review Period detailing the basis on which the BUYER reasonably determined the Premises to be unsatisfactory or in violation of Applicable Laws, as aforesaid, whereupon the Deposit shall be refunded to the BUYER, this Agreement shall terminate and neither party shall have any rights or remedies hereunder, except as otherwise provided herein to survive the termination of this Agreement. In the event that notice of termination is not given by the BUYER by the expiration of the Review Period, the BUYER shall be deemed to have approved the condition of the Premises (30) day periodexcept any condition first arising after the date of the BUYER'S inspection of the Premises during the Review Period), Purchaser may either the compliance of the Premises with all Applicable Laws and other matters and the state of title to the Premises as it exists as of the closing. 3 During the Review Period, the BUYER and its representatives, contractors, architects and engineers, and each of their respective officers, directors, agents, employees and representatives shall have access to the Premises at reasonable times and for reasonable periods (a) waive such objections to show the Premises to third-parties (including, without limitation, lenders, insurers or attorneys) and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate to perform any and all tests, borings, inspections and measurements which, in the BUYER'S opinion, are reasonably necessary or appropriate; provided that in all cases the BUYER and any such representatives, contractors, architects and engineers shall be accompanied by a representative of the SELLER. If the closing shall not occur, after its inspections are completed, the BUYER shall restore the Premises, at the BUYER'S sole cost and expense, substantially to its condition immediately prior to the BUYER'S inspections. The BUYER agrees to indemnify and hold the SELLER harmless from and against all claims, damages and liability arising out of or relating to the exercise by the BUYER, or such any other person, of the access rights under this Agreement by written notice to SellerSection 6, whereupon including, without limitation, such claims, damages and liability for personal injury or property damage, and all costs and reasonable attorneys' fees. Such indemnity and obligations of the BUYER under this Agreement Section 6 shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller survive the Closing (as hereinafter defined) or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderearlier termination of this Agreement.

Review Period. In the event and to the extent any required ------------- Exhibits or Schedules have not been completed by Seller and attached to this Agreement upon signing, then Seller hereby covenants and agrees to deliver to Purchaser complete copies of any required Exhibits or Schedules not yet attached to this Agreement, on or before the date which is ten (10) business days after the date hereof, which still-to-be attached Exhibits and Schedules, Seller represents and warrants will not contain any information or terms and provisions materially and adversely affecting the business and operations of the Angelika Theatre or the Assets being purchased hereunder not previously disclosed in writing to Purchaser. Notwithstanding the fact that this Agreement is being executed without some or all of the Exhibits or Schedules to be attached hereto having been completed, Seller hereby agrees and acknowledges that this Agreement shall constitute a binding obligation on the part of Seller to sell the Assets, subject to the attachment of a complete set of Exhibits and Schedules in accordance with the representations and warranties set forth in the immediately preceding sentence. On or before the tenth (10th) business day after (i) execution of this Agreement by Seller, (ii) the attachment of all Exhibits and Schedules hereto and (iii) satisfaction or waiver by both the Seller and Purchaser of the Marital Court Order set forth in Article V hereto, but not earlier than July 23, 1996, Purchaser shall have seek to obtain the right approval of its Board of Directors to review this Agreement, including the Title Commitmentcompleted Schedules, Exception Documentsand the transactions contemplated hereby. If Board approval (as evidenced by a notice from Purchaser to Seller of such approval) is not obtained within such period, Survey and Search Reports for provided Seller is not then in default under this Agreement, Seller may at any time thereafter terminate this Agreement by sending a period of thirty five (305) business day written notice to Purchaser, which shall be effective to terminate this Agreement five (5) business days from the date of after Purchaser's receipt of the last Seller's notice, unless Purchaser sends Seller notice of Purchaser's Board approval within such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty five (305) business day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunder.