Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement.
Study Period. For the period from the date of this Agreement through 5 p.m., (Chicago, Illinois time) on February 15, 2011 (“Study Period”), Purchaser or its agents shall have the right, at Purchaser’s sole cost and expense, to inspect and review the Property, the physical and environmental condition thereof, and such other information it may desire concerning the Property, including, without limitation, obtaining an engineering report and so-called “Phase 1” environmental report on the Property, inspecting and auditing the books and records of the Property, inspecting accounting information regarding cash flow, billing and real estate taxes, inspecting financial statements and company background on tenants of the Property, reviewing Seller’s insurance on the Property, inspecting the state of title and survey to the Property and conducting such other investigations of the Property as Purchaser deems necessary, subject to the terms and provisions of this Agreement (collectively, the “Inspections”). Seller further agrees to make its books and records relating to the Property available for inspection and audit by Purchaser or its agents and to execute and deliver (at the time of completion of the KPMG audit) the audit letter in favor of KPMG (Purchaser’s auditors) in the form attached hereto as Exhibit “P,” and made a part hereof (the covenants of Seller described by this sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller's files, books and records relating to the Property. Purchaser shall not conduct any environmental studies of the Property more extensive than a “Phase 1” level review without first obtaining Seller’s prior written consent, which may be given or withheld in each Seller’s sole and absolute discretion. Purchaser shall dispose of all Hazardous Materials removed from or at the Property in connection with its environmental studies thereof at its sole cost and expense in accordance with all applicable laws, which obligation, notwithstanding anything to the contrary herein, shall survive termination or expiration of this Agreement and shall be in addition to the liability of Purchaser, if any, under Section 14(b). In connection with Purchaser’s due diligence, Seller shall, at Seller’s sole cost and expense, provide Purchaser with a current ALTA survey (the “Survey”) of the Property (prepared in accordance with the survey certification attached hereto as Exhibit N and made a part hereof), no later than 21-days from the...
Study Period. The Purchaser shall have a period of time beginning on the Effective Date and ending at 5:00 p.m. eastern standard time on March 16, 2006, TIME BEING OF THE ESSENCE (the “Study Period”) within which to conduct engineering and/or architectural studies of the Property, to conduct seismic studies of the Property, to review those certain Phase I Environmental Site Assessments (the “Phase I ESA’s”) prepared by EMG (“EMG”) and delivered to Purchaser on or before the Effective Date, to review plans and specifications and similar materials with respect to the Property, zoning and land use status of the Property, and such other matters as Purchaser may desire. All of the costs associated with Purchaser’s Study Period activities (as specified in the previous sentence) shall be borne by Purchaser. During the Study Period, Purchaser shall have reasonable access to the Property, at all reasonable times, at Purchaser’s sole risk, for the purpose of performing the foregoing inspections and investigations, subject at all times to the rights of any existing tenants. All inspections and investigations shall be performed at reasonable times and the Seller shall have the opportunity to accompany Purchaser if Seller so desires. Seller shall not be obligated to correct, remedy or cure any condition or characteristic of the Property revealed by such inspections or investigations, including, but not limited to, any physical condition issue, title defects or environmental contamination. If the results of any such inspection or investigation performed by Purchaser pursuant to this Section 4.1.1 are deemed unsatisfactory in Purchaser’s sole discretion, Purchaser may terminate this Agreement by providing written notice thereof to Seller prior to the expiration of the Study Period, in which event the Deposit shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. If Purchaser fails to so terminate this Agreement, Purchaser shall be deemed to have waived such right, and shall proceed to Closing without any reduction in the Purchase Price.
Study Period. (a) The Purchaser shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographic, environmental and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under this Agreement.
Study Period. Provided that Buyer complies with the provisions of Section 12.2, at any time during the period beginning on the Effective Date and expiring on the later of (i) the date forty five (45) days after the Effective Date or (ii) the expiration of the Title Review Period (the “Study Period”), Buyer, acting in its sole and absolute discretion, may make its own investigation of the Assets and the Business, including, without limitation, physical status, financial status, title, zoning, environmental and other tests or investigations, appraisals, surveys, and state and federal regulatory and licensing matters. Notwithstanding the foregoing, Buyer shall have the right to extend the Study Period for a period of up to an additional thirty (30) days to obtain a Financing Commitment reasonably acceptable to Buyer by delivering written notice to Seller of Buyer’s election to so extend the Study Period at any time prior to the originally scheduled expiration of the Study Period. Notwithstanding the foregoing, in the event Buyer has elected to extend the Study Period pursuant to the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration of the Study Period, Buyer shall provide written notice to Seller that it has received a Financing Commitment reasonably acceptable to Buyer and the Study Period shall be deemed to expire on the date of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b), to conduct such studies. At any time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or no reason, in its sole discretion that (a) it will complete the proposed acquisition of the Assets or (b) it will not complete the proposed acquisition of the Assets, and is thereby terminating this Agreement, and upon such termination neither Party shall have any further obligation to the other hereunder except for Buyer’s and Seller’s obligations under this Agreement which expressly survive termination.
Study Period. (a) The Acquiror shall have the right, until the end of the Study Period (and thereafter if the Acquiror does not notify the Contributor that the Acquiror has elected to terminate this Agreement in the manner described below) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate.
Study Period. During the Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours and shall have the right to make such investigations, including appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph (the “Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, willful misconduct, or the mere discovery of adverse conditions on the Property, provided, however, the foregoing exclusion from the Indemnified Losses shall not include any loss, liability, claims, costs, liens or damages caused by or resulting from the exacerbation of any adverse conditions on the ...
Study Period. Notwithstanding Section 2.1 of the Existing Agreement, the Study Period shall be extended until July 15, 2005 for all purposes under the Agreement.
Study Period. Seller hereby grants to Buyer and Buyer’s agents, employees, engineers, contractors, and surveyors the right to enter the Property upon reasonable notice to Seller, at any reasonable time for purposes of performing tests, investigations, surveys and studies all to be performed at the sole expense of Buyer in accordance with the following conditions:
Study Period. (a) The Buyer shall have the right, upon prior reasonable written notice to the Seller to examine the books and records relating to the Property, to enter upon the Land and to perform, at the Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Buyer may deem appropriate, taking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in its sole discretion, and (ii) none of the Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property or (y) intentionally or unreasonably interfere with the rights of Hotel guests or others who may have a legal right to use or occupy the Property or (z) otherwise intentionally or unreasonably interfere with the operation of the Property. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason, or no reason, the Buyer notifies the Seller, in writing, prior to 5:00 p.m. Central Time on the last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Xxxxxxx Money shall be immediately returned to the Buyer, and, upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement).
