Common use of Review Period Clause in Contracts

Review Period. During the Review Period, Buyer or its agents shall have the right to enter upon the Property to conduct surveys, hydrological, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to the Property, and to otherwise inspect the general condition of the Property, the cost of which shall be borne exclusively by Buyer. Buyer agrees to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer or its agents upon the Property (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activities. Without limiting the generality of the foregoing, Buyer agrees to restore the Real Property and Improvements to its former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the Property. Buyer shall have until the expiration of the Review Period to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the Property. In the event that the Buyer rejects the Property on or before to the expiration of the Review Period, the Initial Deposit shall be immediately refunded to Buyer without further instruction and the parties shall have no further rights or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) at the expiration of the Review Period without issuing notice of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to Seller.

Review Period. During the Review Period, Buyer or its agents Purchaser shall have the right Inspection Period (as hereinafter defined) in which to enter upon review the Property Title Commitments, Title Documents, UCC Searches (as hereinafter defined) and Phase I Audits (as hereinafter defined) and to conduct surveys, hydrological, topographical, traffic, feasibility and engineering studies and reports, deliver to conduct tests (but Seller in writing such reasonable objections as Purchaser may have to anything contained or set forth in such documents. Each item to which Purchaser does not borings without the prior written consent of Seller, which consent accept in writing within such period shall not be unreasonably withhelddeemed to be a Permitted Exception. Seller shall have and be entitled to a reasonable period of time within which to clear such objection(s) and environmental analyses shall cure title or remove said exceptions or defect which may be removed by the payment of money at the expense of Seller of up to (a) $50,000.00 in the aggregate with respect to each property and (b) $500,000.00 as an aggregate for all of the soils and water, to investigate the availability and quality of access and utilities Property. Notwithstanding anything to the contrary, Seller shall have no obligation to cure title or remove said objection(s) which may be removed by the payment of money at an expense to Seller in excess of (a) $50,000.00 with respect to each Property, and to otherwise inspect (b) $500,000.00 in the general condition aggregate for all of the Property. If Seller (I) is unable or unwilling to remove any such objection and fails to cause the Title Insurance Company to remove the same from Purchaser's title insurance policies (collectively, the cost of which shall be borne exclusively by Buyer. Buyer agrees "Title Policies"), or affirmatively insure against the same, or (II) is unable to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer or its agents upon convey the Property as herein agreed to be conveyed, then Purchaser shall have the option of either (except A) waiving such objection(s) and proceeding with the Closing, accepting title subject to such objection(s) without any abatement or reduction of the Purchase Price; or (B) excluding liability each such Property from the transaction contemplated by this Agreement, subject to the terms and conditions and with a credit against the Purchase Price for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activitieseach Property as set forth in Section 6.6 hereof. Without limiting the generality of the foregoing, Buyer agrees Seller shall not be obligated to restore the Real Property and Improvements bring any action or proceeding to its former condition. The foregoing indemnity and obligation to restore shall survive the Closing or remove any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the Property. Buyer shall have until the expiration of the Review Period to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the Property. In the event that the Buyer rejects the Property on or before to the expiration of the Review Period, the Initial Deposit shall be immediately refunded to Buyer without further instruction and the parties shall have no further rights or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) at the expiration of the Review Period without issuing notice of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to Sellertitle objection(s).

Review Period. During the Review Period, Buyer or its agents shall have the right to enter upon the Property Properties to conduct surveys, hydrological, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to the PropertyProperties, and to otherwise inspect the general condition of the PropertyProperties, the cost of which shall be borne exclusively by Buyer. Buyer agrees to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer or its agents upon the Property Properties (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the PropertyProperties, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activities. Without limiting the generality of the foregoing, Buyer agrees to restore the Real Property Properties and Improvements to its former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the PropertyProperties. Buyer shall have until the expiration of the Review Period to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the PropertyProperties. In the event that the Buyer rejects the Property Properties on or before to the expiration of the Review Period, the Initial Deposit shall be immediately refunded to Buyer without further instruction and the parties shall have no further rights or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) at the expiration of the Review Period without issuing notice of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to Seller.

Review Period. During the Upon execution of this Agreement and expiring forty-five (45) days thereafter (“Review Period”), Buyer or its agents shall have the right opportunity to enter upon review the Property to conduct surveysInformation and perform such investigations, hydrological, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to the Propertyinquiries, and feasibility studies, as it deems appropriate to otherwise inspect decide whether the general condition of the Property, the cost of which Properties are acceptable to Buyer. All costs and expenses in connection with any such study or investigation shall be borne exclusively solely by Buyer. Buyer’s obligation to purchase the Properties as herein provided shall be subject to Buyer’s approval of the Properties in its sole discretion. Seller shall provide access to the Properties to Buyer agrees and Buyer’s agents and consultants during normal business hours for the purpose of conducting any such investigations, inquiries or feasibility studies. However, Buyer shall give advance notice of any such inspections and shall use its commercially reasonable efforts not to interfere with Seller’s operations. Buyer shall indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer and against all liability, claims, demands, damages or its agents upon the Property (except and excluding liability for lost business costs, including reasonable attorneys’ fees, arising from or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at connected with Buyer’s sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activities. Without limiting the generality inspection of the foregoing, Buyer agrees to restore Properties. If before the Real Property and Improvements to its former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the Property. Buyer shall have until the expiration end of the Review Period Buyer sends written notice to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the Property. In the event Seller that the Properties are acceptable to Buyer rejects (“Acceptance Notice”), Buyer shall be obligated to close the Property on or transaction as provided herein. If Buyer fails to send an Acceptance Notice to Seller before to the expiration end of the Review Period, the Initial Deposit Buyer shall be immediately refunded deemed to have decided that the Properties are not acceptable to Buyer, the obligation of Seller to sell and Buyer to buy the Properties shall automatically terminate and the Deposit (less any escrow cancellation charges) shall be returned to Buyer without further instruction and action by the parties parties. In such event, Buyer agrees to execute any reasonable correspondence indicating that the Agreement has been terminated. Such obligation shall have no further rights or obligations hereunder except as expressly provided for herein. Should Buyer fail to make survive the Additional Deposit called for under Section 2.2 (b) at the expiration termination of the Review Period without issuing notice of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to SellerAgreement.

Review Period. During the Review Period, Buyer or its agents shall have the right to enter upon the Property Properties to conduct surveys, hydrological, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to the PropertyProperties, and to otherwise inspect the general condition of the PropertyProperties, the cost of which shall be borne exclusively by Buyer. Buyer agrees to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer or its agents upon the Property Properties (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the PropertyProperties, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activities. Without limiting the generality of the foregoing, Buyer agrees to restore the Real Property Properties and Improvements to its their former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the PropertyProperties. Buyer shall have until the expiration of the Review Period to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the PropertyProperties. In the event that the Buyer rejects the Property Properties on or before to the expiration of the Review Period, the Initial Deposit shall be immediately refunded to Buyer without further instruction and the parties shall have no further rights or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) at the expiration of the Review Period without issuing notice of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to Seller.

Review Period. Purchaser shall have until 5:00 PM, Houston, Texas time on the date which is forty-five (45) days after the Effective Date hereof to conduct, at Purchaser’s sole expense, such physical, engineering and feasibility studies of the Property as Purchaser deems appropriate in an effort to determine whether or not the Property is suitable for Purchaser’s intended use and other purposes (“Review Period”). During the Review Period, Buyer or Purchaser, its agents agents, employees and independent contractors, shall have the right to enter upon come onto the Property for the purpose of inspecting the Property and to conduct surveyssoil borings and other geological, hydrologicalengineering and environmental tests or studies. Purchaser shall provide Xxxxx Xxxx (Telephone: 000-000-0000) with at least 24 hours prior notice before entering the Property. Any inspection, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent examination or test shall not be unreasonably withheld) and environmental analyses interfere with Seller’s use of the soils Property and watershall not violate any law or regulation of any governmental entity having jurisdiction over the Property. Upon the completion of any inspection, examination or test, if any, Purchaser shall restore the surface of Property to investigate the availability and quality of access and utilities its former condition to the Property, extent practical. Purchaser and its agents and representatives shall not permit any liens to otherwise inspect attach to the general condition Property by reason of the Propertyexercise of its inspection rights hereunder and will reimburse Seller for the actual and reasonable costs for physical damages resulting from testing. To the extent permitted by law, the cost of which shall be borne exclusively by Buyer. Buyer Purchaser agrees to indemnify and hold Seller Seller, Cherokee and the State harmless from any liabilities incurred as a result of such entrance by Buyer or its agents upon the Property and all loss and expense (except and excluding liability for lost business or lost employeesincluding, or without limitation, attorney’s fees) resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtainclaims and damages caused by, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activities. Without limiting or incurred in connection with the generality exercise by Purchaser of the foregoingits rights under this paragraph, Buyer agrees to restore the Real Property and Improvements to its former condition. The foregoing which such indemnity and obligation to restore shall survive the Closing or any termination of this AgreementContract. Buyer may also review the effect of all zoningIf, land usefor any reason, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the Property. Buyer shall have until the expiration of the Review Period to accept or reject, Purchaser in Buyer’s its sole and absolute discretion, the Review Materials and the general condition and feasibility of the Property. In the event that the Buyer rejects discretion considers the Property to be unsuitable for Purchaser’s intended use or development purposes, or Purchaser fails to obtain all necessary approvals, or Purchaser otherwise disapproves the Property based on or before the studies conducted pursuant to the foregoing paragraph, Purchaser may terminate this Contract by delivering written notice of termination to Seller at any time prior to the expiration of the Review Period, in which event this Contract shall terminate, $1,000 of the Initial Deposit Xxxxxxx Money shall be immediately refunded paid to Buyer without further instruction Cherokee and the State (the “Independent Consideration”), to be shared equally between them; and the balance of the Xxxxxxx Money shall be returned to Purchaser by the Title Company within three (3) days of its receipt of a copy of Purchaser’s notice of termination, and the parties shall have no be relieved of any further rights or obligations hereunder except as any obligations which expressly provided for hereinsurvive termination. Should Buyer fail to make Seller acknowledges that Purchaser will expend time, money, and other resources in connection with the Additional Deposit called for under Section 2.2 (b) at the expiration examination and investigation of the Review Period without issuing notice Property and that, notwithstanding the fact that Purchaser may terminate this Contract pursuant to this Article VII, such time, money, and other resources expended, together with the payment of its intent the Independent Consideration to Cherokee and the State in the event of a termination of this Contract, constitutes good, valuable, sufficient and adequate consideration for Seller’s execution of and entry into this Contract. If Purchaser fails to terminate this Contract within the contracttime and in the manner provided in this Article, Purchaser shall be deemed to have approved the agreement is terminated Property and the parties shall to have no further rights or obligations hereunder, with the Initial Deposit being forwarded waived its right to Sellerterminate this Contract pursuant to this Article VII.

Review Period. During (a) Purchaser shall have until 5:00 PM Mountain Time on the date thirty (30) days after the date hereof (the "Review Period") to make an evaluation of the Property. If Purchaser elects in the exercise of its sole discretion to proceed with the purchase of the Property, Purchaser shall deliver written notice to Seller on or prior to the conclusion of the Review Period, Buyer of its intention to proceed with the purchase of the Property in accordance with the Agreement whereupon, Purchaser shall be deemed to have waived its right to terminate this Agreement in accordance with this Paragraph 6, and shall immediately deliver to the Escrow Agent the Additional Deposit. In the event that Purchaser fails to deliver such written notice on or prior to the conclusion of the Review Period, then this Agreement shall thereupon be terminated whereupon the Initial Deposit and all interest thereon shall be returned to Purchaser, and the parties shall be released from all further obligations under this Agreement. (b) At reasonable times and upon reasonable notice to Seller within the Review Period, Purchaser and its employees, agents and licensees shall have the right to enter upon inspect Seller's books and records with respect to the Property to conduct surveys, hydrological, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to the Property, and to otherwise inspect enter the general Property for purposes of conducting soils, environmental and similar tests and of inspecting the Property and its components thereof. Purchaser may, at its option, retain engineers or other consultants for the purposes of performing or assisting in such tests and inspections. If Purchaser in its sole discretion is satisfied with the condition of the Property, the cost of which shall be borne exclusively then Purchaser may proceed with this transaction by Buyer. Buyer agrees written notice to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer on or its agents upon the Property (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activities. Without limiting the generality of the foregoing, Buyer agrees to restore the Real Property and Improvements to its former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the Property. Buyer shall have until the expiration conclusion of the Review Period of its intention to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the Property. In the event that the Buyer rejects purchase the Property in accordance with the terms hereof. If such written notice is not delivered to Seller on or before prior to the expiration of the Review Period, then, the Initial Deposit and all interest thereon shall be immediately refunded returned to Buyer without further instruction Purchaser, and the parties shall be released from all further obligations under this Agreement. Seller agrees to cooperate reasonably with any such investigations, inspections, or tests (so long as such cooperation is at no expense to Seller), which cooperation shall include providing such notices to the tenants of the Property as are required by law or to permit Purchaser and its employees and agents to inspect the Property and interview tenants, provided that a representative of Seller shall have no further rights the right to be present during any interview. (Seller shall provide such representative upon written notice to Purchaser given not less than one business day prior to the proposed interview date). Purchaser shall repair and restore the Property or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) any part or component thereof damaged by any inspection or test conducted by or at the expiration direction of Purchaser, and shall indemnify, protect, defend and hold Seller harmless from any loss, cost, damage, expense or liability (including reasonable attorneys' fees) arising out of property damage or injury to persons occurring during investigations or tests conducted by or at the Review Period without issuing notice direction of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to SellerPurchaser under this Section 6(b).

Review Period. During the period beginning on the date of this Agreement and ending on the date that is forty-five (45) days thereafter (the “Review Period”), Buyer or Purchaser at its agents sole cost and expense shall have the right to enter upon review the Property to conduct surveys, hydrological, topographical, traffic, feasibility environmental and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities other due diligence matters related to the Property, including, without limitation, the construction and utility costs related to otherwise inspect the general Initial Phase. During the Review Period Purchaser, at its sole cost and expense, shall have the right to perform any and all investigations and due diligence with respect to the environmental condition of the PropertyLot as determined by Purchaser in its sole discretion (including without limitation a Phase I Environmental Site Assessment), provided that (i) Purchaser shall obtain Seller’s consent prior to conducting any soil borings or groundwater drilling in the cost of which Lot, and (ii) Purchaser shall be borne exclusively by Buyer. Buyer agrees to indemnify indemnify, defend and hold harmless Seller harmless from with respect to any and all liabilities (including reasonable attorneys’ expenses and fees), causes of action, suits, claims, demands or judgments that may be imposed upon, incurred as a result of such entrance by, or asserted against Seller caused by Buyer or Purchaser and its agents upon the Property conducting such environmental investigations, and (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer iii) Purchaser shall obtain or cause at its consultants to obtain, at Buyer’s sole cost and expense restore the Lot substantially to its condition prior to commencement such investigations. Prior to any entry onto the Property hereunder, Purchaser shall provide Seller with a certificate of any investigative activities insurance from Purchaser and/or each of its consultant(s) entering upon the Property in the amount of at least One Million and 00/100 Dollars ($1,000,000.00) on a primary and non-contributory basis in order to secure the Propertyindemnification provided for above, a policy of commercial general liability and worker’s compensation coverage. In addition, all such insurance with limits of not less than $2 million covering any and all liability of Buyer shall waive subrogation against Seller and Seller shall be named an additional insured with respect to or arising out any such policies of Buyer’s investigative activities. Without limiting the generality of the foregoing, Buyer agrees to restore the Real Property and Improvements to its former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the Property. Buyer shall have until the expiration of the Review Period to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the Propertyinsurance. In the event that Purchaser is not reasonably satisfied in its sole discretion with the Buyer rejects the Property on or before results of such investigations and due diligence review, Purchaser may, at its option, upon notice to Seller prior to the expiration of the Review Period, terminate this Agreement, whereupon the Initial Deposit shall be immediately refunded returned to Buyer without further instruction the Purchaser, and this Agreement shall terminate and be null and void, except for those obligations that expressly survive the parties shall have no further rights or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) at the expiration termination of the Review Period without issuing notice of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to Sellerthis Agreement.

Review Period. During (a) Purchaser shall have the right during the Review Period, Buyer or its agents shall have the right (i) to enter upon the Property to conduct surveys, hydrological, topographical, traffic, feasibility examine and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to inspect the Property, the Documents, the Property Information, and the New Survey (if obtained by Purchaser), (ii) to contact governmental officials with regard to the Disclosed Taking, (iii) to contact the mortgagee of the Current Mortgage to inquire about the possibility and, if possible, the costs of assuming such mortgage (as to which Seller makes no representations or warranties whatsoever) and/or the premiums, fees, expense reimbursements, so-called “defeasance” procedures, and other requirements for prepaying such mortgages (as to which Seller also makes no representations or warranties whatsoever), and (iv) to seek to interview tenants of the Property (subject to the provisions of this Section 7) and review the books, records, leasing files and Leases, contracts and other instruments in Seller’s management office pertaining to the Property (not including, however, Seller’s tax returns, internal accountings and correspondence) and, if Purchaser so chooses, to make copies of same at Purchaser’s expense, and (v) to conduct structural, environmental, mechanical and economic analyses and feasibility studies with regard to Purchaser’s prospective ownership and operation of the Property. Seller shall also cooperate with Purchaser in making available the Property for Purchaser’s inspections; however, notwithstanding anything to the contrary contained in this Section 7(a), Purchaser understands and agrees that Purchaser’s inspection rights are subject to the rights of Tenants under existing Leases. In addition, and also notwithstanding anything to the contrary contained in this Section 7(a), Purchaser also agrees that Purchaser (I) shall give Seller reasonable prior written notice of the time and place of each such entry and/or attempted communication with a governmental official (except for communications to confirm compliance of the Property with applicable laws and to otherwise inspect discuss the general condition Disclosed Taking), a Tenant or the mortgagee by Purchaser and/or its agent(s) and shall permit a representative of Seller to accompany Purchaser on each such entry and/or communication; (II) shall not unreasonably interfere with the operations of any Tenant; (III) prior to any entry onto any portion of the Property, the cost shall furnish Seller with a certificate of which shall be borne exclusively by Buyer. Buyer agrees to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer or its agents upon the Property (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability and property damage insurance maintained by Purchaser with limits single-occurrence coverage of not less than at least $2 million covering any 1,000,000 (and all liability aggregate coverage of Buyer and Seller $2,000,000) with respect to such parcel and naming Seller and its property manager as additional insureds, and (IV) shall not conduct any inspections which involve the intrusion into or arising out alternation of Buyer’s investigative activities. Without limiting the generality any portion of the foregoingImprovements (e.g., Buyer agrees boring holes through asphalt or concrete drives) without Seller’s prior written consent (such consent not to restore the Real Property and Improvements to its former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the Property. Buyer shall have until the expiration of the Review Period to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the Property. In the event that the Buyer rejects the Property on or before to the expiration of the Review Period, the Initial Deposit shall be immediately refunded to Buyer without further instruction and the parties shall have no further rights or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) at the expiration of the Review Period without issuing notice of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to Sellerunreasonably withheld).

Review Period. During the Review Period, Buyer or its agents shall have the right to enter upon the Property to conduct surveys, hydrological, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to the Property, and to otherwise inspect the general condition of the Property, the cost of which shall be borne exclusively by Buyer. Buyer agrees to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer or its agents upon the Property (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s 's sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activities. Without limiting the generality of the foregoing, Buyer agrees to restore the Real Property and Improvements to its former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the Property. Buyer shall have until the expiration of the Review Period to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the Property. In the event that the Buyer rejects the Property on or before to the expiration of the Review Period, the Initial Deposit shall be immediately refunded to Buyer without further instruction and the parties shall have no further rights or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) at the expiration of the Review Period without issuing notice of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to Seller.

Review Period. During (a) Purchaser shall have until 5:00 PM Mountain Time on the date thirty (30) days after the date hereof (the "Review Period") to make an evaluation of the Property. If Purchaser elects in the exercise of its sole discretion to proceed with the purchase of the Property, Purchaser shall deliver written notice to Seller on or prior to the conclusion of the Review Period, Buyer of its intention to proceed with the purchase of the Property in accordance with the Agreement whereupon, Purchaser shall be deemed to have waived its right to terminate this Agreement in accordance with this Paragraph 6, and shall immediately deliver to the Escrow Agent the Additional Deposit. In the event that Purchaser fails to deliver such written notice on or prior to the conclusion of the Review Period, then this Agreement shall thereupon be terminated whereupon the Initial Deposit and all interest thereon shall be returned to Purchaser, and the parties shall be released from all further obligations under this Agreement. (b) At reasonable times and upon reasonable notice to Seller within the Review Period, Purchaser and its employees, agents and licensees shall have the right to enter upon inspect Seller's books and records with respect to the Property to conduct surveys, hydrological, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to the Property, and to otherwise inspect enter the general Property for purposes of conducting soils, environmental and similar tests and of inspecting the Property and its components thereof. Purchaser may, at its option, retain engineers or other consultants for the purposes of performing or assisting in such tests and inspections. If Purchaser in its sole discretion is satisfied with the condition of the Property, the cost of which shall be borne exclusively then Purchaser may proceed with this transaction by Buyer. Buyer agrees written notice to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer on or its agents upon the Property (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activities. Without limiting the generality of the foregoing, Buyer agrees to restore the Real Property and Improvements to its former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the Property. Buyer shall have until the expiration conclusion of the Review Period of its intention to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the Property. In the event that the Buyer rejects purchase the Property in accordance with the terms hereof. If such written notice is not delivered to Seller on or before prior to the expiration of the Review Period, then, the Initial Deposit and all interest thereon shall be immediately refunded returned to Buyer without further instruction Purchaser, and the parties shall be released from all further obligations under this Agreement. Seller agrees to cooperate reasonably with any such investigations, inspections, or tests (so long as such cooperation is at no expense to Seller), which cooperation shall include providing such notices to the tenants of the Property as are required by law or to permit Purchaser and its employees and agents to inspect the Property and interview tenants, provided that a representative of Seller shall have no further rights the right to be present during any interview. (Seller shall provide such representative upon written notice to Purchaser given not less than one business day prior to the proposed interview date). Purchaser shall repair and restore the Property or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) any part or component thereof damaged by any inspection or test conducted by or at the expiration direction of Purchaser, and shall indemnify, protect, defend and hold Seller harmless from any loss, cost, damage, expense or liability (including reasonable attorneys' fees) arising out of property damage or injury to persons occurring during investigations or tests conducted by or at the Review Period without issuing notice direction of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to SellerPurchaser under this Section 6(b). 7.

Review Period. During the Review Period, Buyer or its agents shall have the right to enter upon the Property Properties to conduct surveys, hydrological, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to the PropertyProperties, and to otherwise inspect the general condition of the PropertyProperties, the cost of which shall be borne exclusively by Buyer. Buyer agrees to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer or its agents upon the Property Properties (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the PropertyProperties, a policy of commercial general liability insurance with limits of not less than $2 million covering any and all liability of Buyer and Seller with respect to or arising out of Buyer’s investigative activities. Without limiting the generality of the foregoing, Buyer agrees to restore the Real Property and Improvements to its their former condition. The foregoing indemnity and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of all zoning, land use, environmental building and construction laws and regulations restricting or regulating or otherwise affecting the use, occupancy or enjoyment of the PropertyProperties. Buyer shall have until the expiration of the Review Period to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the PropertyProperties. In the event that the Buyer rejects the Property Properties on or before to the expiration of the Review Period, the Initial Deposit shall be immediately refunded to Buyer without further instruction and the parties shall have no further rights or obligations hereunder except as expressly provided for herein. Should Buyer fail to make the Additional Deposit called for under Section 2.2 (b) at the expiration of the Review Period without issuing notice of its intent to terminate the contract, the agreement is terminated and the parties shall have no further rights or obligations hereunder, with the Initial Deposit being forwarded to Seller.

Review Period. During For a period (the Review Period"REVIEW PERIOD") beginning on the earlier to occur of (i) the date the OP Units Sellers notify Purchaser that they, Buyer or its agents their respective partners or shareholders, as the case may be, have all negotiated an acceptable form of guaranty pursuant to Section 2.1 above and (ii) the expiration of the ten-day period set forth in Section 2.1 above (such earlier date is hereby referred to as the "DUE DILIGENCE PERIOD COMMENCEMENT DATE") and expiring on the later to occur of (x) forty-five days after the Due Diligence Period Commencement Date and (y) one business day after the Partnership acquires ownership of the Phase I Property, Purchaser shall have the right to enter upon the Property to conduct surveys, hydrological, topographical, traffic, feasibility and engineering studies and reports, to conduct tests (but not borings without the prior written consent of Seller, which consent shall not be unreasonably withheld) and environmental analyses of the soils and water, to investigate the availability and quality of access and utilities to the Property, and to otherwise inspect the general condition of the Property, the cost of which shall be borne exclusively by Buyer. Buyer agrees to indemnify and hold Seller harmless from any liabilities incurred as a result of such entrance by Buyer or its agents upon the Property (except and excluding liability for lost business or lost employees, or resulting from Seller’s gross negligence or intentional misconduct). Buyer shall obtain or cause its consultants to obtain, at Buyer’s sole cost and expense prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance with limits of not less than $2 million covering have performed any and all liability of Buyer and Seller with respect to inspections or arising out of Buyer’s investigative activities. Without limiting the generality studies of the foregoing, Buyer agrees to restore the Real Phase I Property and Improvements the Remainder which Purchaser may desire, including but not limited to its former condition. The foregoing indemnity the status of the ownership thereof any Encumbrances thereon, a physical and obligation to restore shall survive the Closing or any termination of this Agreement. Buyer may also review the effect of mechanical inspection (including all zoning, land use, environmental building and construction laws plans and regulations restricting specifications related to the Phase I Improvements as well as those maintained by municipal building departments or regulating or otherwise affecting any other governmental agencies), subject to the userights of tenants, occupancy or enjoyment an environmental inspection, a feasibility study, an inspection of all leasing and maintenance files and all books and records and financial information pertaining thereto. In connection therewith, Sellers agree to cause to be made available to Purchaser for its review, as soon as possible after the date hereof, similar items as made available pursuant to Section 5.1.3 of the PropertyVerandah Apartments Agreement, pertaining to the Phase I Property and (to the extent applicable thereto) the Remainder. Buyer Purchaser shall coordinate all of Purchaser's inspections and investigations with Sellers in advance, and at Sellers' option, shall be accompanied by Sellers or a representative of Sellers. Purchaser shall have until the expiration right to make and retain copies of the Review Period any document or item reviewed by Purchaser during its inspection (if Purchaser terminates this Agreement for any reason, Purchaser shall return all of such copies to accept or reject, in Buyer’s sole and absolute discretion, the Review Materials and the general condition and feasibility of the PropertySellers). In the event that the Buyer rejects the Property on On or before to the expiration of the Review Period, Purchaser shall send to Sellers a notice setting forth the Initial Deposit service contracts pertaining to the Phase I Property (the "PHASE I APPROVED SERVICE CONTRACTS") which Purchaser agrees may remain binding on the Partnership. If Purchaser shall not notify Sellers of any Phase I Approved Service Contracts, then it shall be immediately refunded assumed that the Purchaser does not desire any service contracts to Buyer without further instruction remain binding on the Partnership. Sellers shall be responsible, at their cost and expense, to cause the Partnership to terminate all contracts which Purchaser does not desire to remain binding on the Partnership, with such termination to be effective thirty (30) days after the Closing. Sellers shall, or shall cause the Partnership to, terminate, at their cost and expense, effective as of the Closing Date, the existing APS security monitoring contract; provided, however, that if any lease requires that security monitoring be provided, Purchaser shall be solely responsible for ensuring that such requirements are satisfied following the Closing. If Purchaser shall find such inspections or studies to be unsatisfactory, for any reason, or if Purchaser otherwise determines that the Phase I Property is not suitable to it, for any reason whatsoever, in Purchaser's sole discretion, Purchaser shall have the right, at its option, to terminate this Agreement by written notice delivered to Sellers prior to the expiration of said Review Period and, upon such termination, the parties hereto shall have no further rights liabilities one to the other, except obligations which expressly survive any termination hereof. Purchaser shall indemnify and hold Sellers harmless from any injuries, accidents or obligations hereunder damage to or on the Property caused by Purchaser or Purchaser's inspecting agents during Purchaser's inspections, such indemnity to survive the termination of this Agreement. Notwithstanding the foregoing, Purchaser's indemnity shall not cover any loss, claim or damage to the Property or to any person directly related to environmental issues or the existence of any hazardous waste or materials on the Phase I Property or the Remainder, including but not limited to Purchaser's inspection causing existing hazardous materials to be released or for causing any existing environmental concern or problem to become exacerbated, except as expressly provided for hereinto the extent any such loss, claim or damage is solely caused by the negligence of any one or more of Purchaser or its agents or contractors. Should Buyer fail With respect to make inspecting individual apartment units, Purchaser shall give Sellers notice (which may be oral or written) of Purchaser's desire to inspect such units at least one (1) day in advance of the Additional Deposit called for under Section 2.2 (b) at inspection. Purchaser shall not interfere with any occupants of the Phase I Property in conducting its inspections. If Purchaser shall not have terminated this Agreement on or before the expiration of the Review Period without issuing notice of Period, then Purchaser shall be deemed to have waived its intent rights to terminate pursuant to this Section 2.2. Purchaser shall maintain in confidence all information obtained by Purchaser in connection with the contractPhase I Property or the Remainder (provided that Purchaser may share such information with Purchaser's attorneys, the agreement is terminated consultants, advisors, prospective partners, lenders and the parties like, and as required by requirements of the Securities and Exchange Commission) and shall have no further rights not use such information or permit such information to be used for any purpose other than Purchaser's decision whether to purchase the Property. Purchaser's obligations hereunder, with under this Section 2.2 shall survive the Initial Deposit being forwarded to Sellertermination of this Agreement.