Common use of Study Period Clause in Contracts

Study Period. (a) During the Initial 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 twenty-four (24) hours 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 unreasonably 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 $2,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; provided, however, Seller shall use its good faith efforts to provide written notice to Purchaser of (1) any physical damage to the Property or (2) any claims incurred by Seller as a result of Purchaser’s inspections on the Property within ten (10) days after Seller’s discovery of such physical damage or claims, and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records, contracts and other relevant, material documents relating to the Property and the operation and maintenance thereof, to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Purchaser shall have the right to extend the Initial Study Period for thirty (30) days (the “Extended Study Period”) by (i) delivering written notice to Seller prior to the expiration of the Initial Study Period, and (ii) depositing with the Title Company, prior to the expiration of the Initial Study Period, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Extension Fee”), which Extension Fee shall be added to the Deposit for all purposes hereunder; provided, however, except as expressly provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminated.

Study Period. (a) During the Initial 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 twenty-four one (241) hours 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 unreasonably 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 $2,000,000 1,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; provided, however, Seller shall use its good faith efforts to provide written notice to Purchaser of (1) any physical damage to the Property or (2) any claims incurred by Seller as a result of Purchaser’s inspections on the Property within ten (10) days after Seller’s discovery of such physical damage or claims, and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records, contracts and other relevant, material documents records relating to the Property and the operation and maintenance thereof, thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Itemscontrol. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Purchaser shall have the right to extend the Initial Study Period for thirty (30) days (the “Extended Study Period”) by (i) delivering written notice to Seller prior to the expiration of the Initial Study Period, and (ii) depositing with the Title Company, prior to the expiration of the Initial Study Period, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Extension Fee”), which Extension Fee shall be added to the Deposit for all purposes hereunder; provided, however, except as expressly provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminated.

Study Period. (a) During the Initial 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 twenty-four one (241) hours 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 unreasonably 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 $2,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; providednotwithstanding the foregoing, however, Seller Purchaser shall use its good faith efforts to provide written notice to Purchaser not be liable for any real or alleged diminution in value of (1) any physical damage to the Seller’s property resulting from facts obtained or discovered about the Property by Purchaser in its inspections or (2) for any claims incurred by Seller as a loss, damage, cost or expense that is not the direct result of Purchaser’s inspections acts by or on the Property within ten (10) days after Seller’s discovery behalf of such physical damage Purchaser or claims, that is attributable to a pre-existing condition; and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records, contracts and other relevant, material documents records relating to the Property and the operation and maintenance thereof, thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Seller and Purchaser shall have use their respective good faith efforts to mutually agree as to the right to extend form of the Initial Study Period for thirty (30) days (the “Extended Study Period”) by (i) delivering written notice to Seller Guaranty prior to the expiration of the Initial Study Period. Upon Purchaser’s and Seller’s agreement as to the form of the Guaranty, Seller and (ii) depositing with Purchaser shall amend this Agreement in writing, wherein the Title Company, parties shall approve the form of the Guaranty and attach the approved form of Guaranty to said amendment as an exhibit thereto. Should Purchaser and Seller fail to reach agreement as to the form of the Guaranty prior to the expiration of the Initial Study Period, an amount equal either Purchaser or Seller shall have the right to One Hundred Fifty Thousand and No/100 Dollars terminate this Agreement by delivering written notice to the other, in which event the Deposit ($150,000.00less the Independent Contract Consideration) (the “Extension Fee”), which Extension Fee shall be added returned to the Deposit Purchaser, and except for all purposes Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations or liabilities to each other hereunder; provided, however, except as expressly provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminated.

Study Period. (a) During the Initial 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 twenty-four one (241) hours 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 unreasonably 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 $2,000,000 1,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; 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, Seller the foregoing exclusion from the Indemnified Losses shall use its good faith efforts to provide written notice to Purchaser not include any loss, liability, claims, costs, liens or damages caused by or resulting from the exacerbation of (1) any physical damage to the Property or (2) any claims incurred by Seller as a result of Purchaser’s inspections adverse conditions on the Property within ten (10) days after Seller’s discovery of such physical damage by Purchaser or claims, its agents; and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records, contracts and other relevant, material documents records relating to the Property and the operation and maintenance thereof, thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Itemscontrol. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Purchaser shall have the right to extend the Initial Study Period for thirty (30) days (the “Extended Study Period”) by (i) delivering written notice to Seller prior to the expiration of the Initial Study Period, and (ii) depositing with the Title Company, prior to the expiration of the Initial Study Period, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Extension Fee”), which Extension Fee shall be added to the Deposit for all purposes hereunder; provided, however, except as expressly provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminated.

Study Period. (a) During the Initial 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 twenty-four one (241) hours Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when 7 Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall unreasonably 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 $2,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; provided, however, Seller shall use its good faith efforts to provide written notice to Purchaser of (1) any physical damage to the Property or (2) any claims incurred by Seller as a result of Purchaser’s inspections on the Property within ten (10) days after Seller’s discovery of such physical damage or claims, and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records, contracts and other relevant, material documents relating to the Property and the operation and maintenance thereof, to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Purchaser shall have the right to extend the Initial Study Period for thirty (30) days (the “Extended Study Period”) by (i) delivering written notice to Seller prior to the expiration of the Initial Study Period, and (ii) depositing with the Title Company, prior to the expiration of the Initial Study Period, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Extension Fee”), which Extension Fee shall be added to the Deposit for all purposes hereunder; provided, however, except as expressly provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminated.;

Study Period. (a) The Seller and the Buyer agree that the Buyer shall be allowed the right of entry on the property, for a period of 30 days or continue until settlement, whichever shall first occur for the purpose of conducting such physical surveys, environmental surveys, and audits, inspections, tests, borings, and the like as the Buyer may, in its discretion, deem appropriate. In the event that Buyer by 5:00 p.m. on the thirtieth day from the date of execution of this Contract by ▇▇▇▇▇ and Seller, determines in its sole judgment that any of studies or inspections are unacceptable, and so notifies Seller in writing, the Buyer may declare this Contract null and void. In the event ▇▇▇▇▇ declares this Contract null and void pursuant to this paragraph, the Deposit shall be returned to Buyer and both Buyer and Seller shall be relieved of all further liability hereunder. During the Initial Study Inspection Period, Purchaser, personally or through its authorized agent or representative, the Buyer shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours and shall also 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 examine the title to the following limitations: various parcels of real estate and report such exceptions as it may find objectionable to Seller. The Seller agrees to use best efforts to address and remedy such reported exceptions. If the reported exceptions cannot be cured prior to the Closing Date, the Buyer may (a) proceed to closing, at no reduction in the Purchase Price, taking such access shall not violate any law title as the Seller may deliver, 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 twenty-four (24) hours before conducting any inspectionsterminate this Contract, and receiving a representative full refund of Seller its Deposit, whereupon neither party shall have any further liability to any other party to this Contract. In the execution of the right to be present when Purchaser or its representatives conducts its or their investigations on of entry granted hereunder, the Property; (c) neither Purchaser nor its representatives shall unreasonably 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 $2,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; provided, however, Seller shall use its good faith efforts to provide written notice to Purchaser of (1) any physical damage to the Property or (2) any claims incurred by Seller as a result of Purchaser’s inspections on the Property within ten (10) days after Seller’s discovery of such physical damage or claims, and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable discretion, Purchaser Buyer covenants that it shall not conduct any Phase II exams, soil borings or other invasive tests on or around commit waste nor otherwise damage the Property. The foregoing indemnification obligation shall not extend to, Buyer further indemnifies and Purchaser shall not be liable to saves harmless the Seller for (x) from and against any and all claims, liens, actionsdamages, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct losses and causes of the Seller Parties, or (y) loss of value or similar damages action which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld asserted by the Escrow Agent for the sole purpose of satisfying such repair obligationsBuyer's employees, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records, contracts and other relevant, material documents relating any third party who enters upon the Property or conducts tests related to the Property and at the operation and maintenance thereof, to request of or on the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Purchaser shall have the right to extend the Initial Study Period for thirty (30) days (the “Extended Study Period”) by (i) delivering written notice to Seller prior to the expiration behalf of the Initial Study Period, and (ii) depositing with the Title Company, prior to the expiration of the Initial Study Period, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Extension Fee”), which Extension Fee shall be added to the Deposit for all purposes hereunder; provided, however, except as expressly provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminatedBuyer or its agents.

Study Period. Purchaser confirms receipt of the Survey and the Title Commitment and a copy of all exception documents referenced therein. Sellers confirm delivery of those specific due diligence items described in Exhibit 4.1 attached hereto (a) During the Initial items referenced in the first two sentences of this Section 4.1 are collectively referred to herein as the “Sellers Deliverables”). Commencing on the Agreement Date and continuing through 5:00 p.m. Central Time on December 28, 2010 (the “Study Period”), and subject to Purchaser’s satisfaction of the conditions set forth in Section 4.2 herein, 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 Purchaser shall have the right right, at its sole cost and expense, to make inspect and review the Property, the physical and environmental condition thereof, and such investigationsother information as it may desire concerning the Property, including appraisalsincluding, without limitation, obtaining an engineering studiesreport and a so-called “Phase I” environmental report on the Property, soil testsinspecting Sellers’ books and records relating to the Property, environmental studies inspecting Sellers’ accounting information regarding cash flow, billing and underwriting analysesreal estate taxes, obtaining the approval of Purchaser’s corporate management of the transaction contemplated herein and conducting such other investigations of the Property as Purchaser deems necessary or advisablenecessary, subject to the following limitations: terms and provisions of this Agreement (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 twenty-four (24) hours before conducting any inspectionscollectively, 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 unreasonably 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 $2,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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’ feesInspections”), liens and damages resulting from or relating . Notwithstanding anything contained herein to the activities of Purchaser or its agents under this paragraph; providedcontrary, however, Seller shall use its good faith efforts to provide written notice to Purchaser of (1) any physical damage to the Property or (2) any claims incurred by Seller as a result of Purchaser’s inspections on the Property within ten (10) days after Seller’s discovery of such physical damage or claims, and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable discretion, Purchaser shall not conduct any environmental studies of the Property more extensive than a “Phase II examsI” level review without first obtaining Sellers’ prior written consent, soil borings which may be given or other invasive tests withheld in Sellers’ sole and absolute discretion. If Purchaser, for any reason in Purchaser’s sole discretion, elects not to purchase the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Sellers and the Title Company on or around before the Propertyexpiration of the Study Period, and receive a return of the Deposit. Further, if this Agreement is terminated by written notice given as aforesaid, then Purchaser shall, at its election, promptly either return the Study Materials to Sellers or destroy all of the Study Materials (including all copies thereof) in the possession of Purchaser and its employees, agents, representatives and consultants and confirm such destruction in writing to Sellers (at no cost to Sellers in either such event). The foregoing indemnification obligation shall not extend to, and obligations of Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding Subject to Section 2.2(b)(i), the foregoingTitle Company shall return the Deposit to Purchaser within five (5) days after receipt from Purchaser of written confirmation (which confirmation shall be deemed to be an Instruction) that Purchaser has fully complied with all of the requirements imposed on Purchaser under the foregoing provisions in this Section 4.1, and Sellers and Purchaser shall only be obligated have no further rights, obligations or liabilities to restore each other hereunder, except for the indemnification obligations of either party contained herein (collectively, the “Indemnification Obligations”) and any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided other obligations that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall expressly survive the Closing or earlier termination of this Agreement. Notwithstanding anything in If Purchaser fails to terminate this Agreement in the manner and within the time period set forth above, then Purchaser shall be deemed to have waived the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations contingencies set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations4.1, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records, contracts and other relevant, material documents relating to the Property and the operation and maintenance thereof, to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Purchaser shall have the right to extend the Initial Study Period for thirty (30) days (the “Extended Study Period”) by (i) delivering written notice to Seller prior to the expiration of the Initial Study Period, and (ii) depositing with the Title Company, prior to the expiration of the Initial Study Period, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Extension Fee”), which Extension Fee shall be added to the Deposit for all purposes hereunder; provided, however, except as expressly provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminatedshall remain in full force and effect.

Study Period. (a) During the Initial Study PeriodPurchaser and its agents, Purchasercontractors, personally or through its authorized agent or representativeauditors, shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours engineers, attorneys, employees, consultants, other representatives and potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right to make such investigationsright, 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 twenty-four (24) hours 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 unreasonably 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 $2,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; provided, however, Seller shall use its good faith efforts to provide written notice to Purchaser of (1) any physical damage to the Property or (2) any claims incurred by Seller as a result of Purchaser’s inspections on the Property within ten (10) days after Seller’s discovery of such physical damage or claims, and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive until the Closing or earlier termination of this Agreement, to enter upon the Real Property upon not less than two (2) business days prior notice to Seller, and to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser may deem appropriate. Notwithstanding Purchaser has had an opportunity to review the foregoingcondition of the Property, and finds it satisfactory as of the Effective Date. Accordingly, the Deposit is non-refundable except as otherwise expressly provided herein. Purchaser Parties shall only be obligated to restore have no discussions, correspondence, or other contact with any damage caused by such investigations if Hotel Employees unless coordinated in advance with Seller. (b) Purchaser acknowledges its receipt of the Closing does not occur pursuant to due diligence materials set forth on the terms hereofData Site as of the Effective Date. Seller shall, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused promptly upon request by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to PurchaserPurchaser on the Data Site, such additional due diligence materials which are in Seller’s possession or to its duly authorized agents or representatives, copies of all applicable books and records, contracts and other relevant, material documents control relating to the Property and the operation thereof which are reasonably requested by Purchaser from time to time, but 41554043v.8 Purchaser shall have no recourse in the event of Seller’s failure to so-make-available. All documents and maintenance thereofmaterials provided by Seller to Purchaser pursuant to this Agreement (including, without limitation, any and all documents and materials set forth on the Data Site), together with any copies or reproductions of such documents or materials, or any summaries, abstracts, compilations or other analyses made by or for Purchaser based on the information in such documents or materials, are referred to collectively herein as the “Submission Materials”. Except as expressly set forth in Article III, Purchaser acknowledges and agrees that the Submission Matters are provided without warranty or representation whatsoever. (c) If for any reason whatsoever Purchaser does not purchase the Property, Purchaser shall promptly (i) deliver to Seller or destroy all copies of all the Submission Matters and any other materials delivered to Purchaser or Purchaser Parties, and (ii) deliver to Seller all third-party reports prepared by or for Purchaser or Purchaser Parties with respect to the Property; provided, however, that Purchaser shall not be obligated to deliver to Seller any materials of a proprietary nature (such as, for the purposes of example only, any financial forecasts or market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the Property, and Seller acknowledges that any such materials delivered to Seller pursuant to the provisions of clause (ii) shall be without warranty or representation whatsoever other than that such materials have been fully paid for and may be delivered to Seller. The provisions of this Section 2.4(c) shall survive the termination of this Agreement. (d) Purchaser shall indemnify, hold harmless and defend Seller, Operating Lessee and Manager, and each of their subsidiaries, affiliate and parent companies, the respective successors and assigns of each of them, and the officers, directors, partners, members, shareholders, employees and agents of each of the foregoing, from and against any loss, damage, liability or claim for personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising from the acts at or upon the Real Property by Purchaser or Purchaser Parties or any agents, contractors or employees of any of them, INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLER, OPERATING LESSEE AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim to the extent caused by the gross negligence or reckless or willful misconduct of Seller, Operating Lessee and/or Manager or its respective agents, contractors, auditors, engineers, attorneys, employees, consultants and other representatives. Purchaser understands and agrees that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined any on-site inspections of the Property shall occur at all reasonable times during normal agreed upon by Seller and Purchaser after not less than two (2) business hours upon days prior reasonable written notice to Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Seller. (b) Purchaser , Operating Lessee and/or Manager shall have the right to extend have a representative present during any such inspections. If Purchaser desires to do any invasive testing at the Initial Study Period for thirty (30) days (Property, Purchaser shall do so only after notifying Seller and obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed and may be subject to reasonable terms and conditions as may be 8 41554043v.8 proposed by ▇▇▇▇▇▇. Purchaser shall not permit any liens to attach to the “Extended Study Period”) Property by reason of such inspections. Purchaser shall (i) delivering written notice restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any other work for Purchaser or Purchaser Parties on or related to the Property. All contractors and others performing any tests and studies on the Property shall first present to Seller reasonably satisfactory evidence that such party is adequately insured in order to reasonably protect Seller, Operating Lessee and Manager from any loss, liability, or damage arising out of the performance of such tests or studies. Purchaser shall not solicit for employment any Hotel Employees except for employment at the Hotel in accordance with Section 6.5 if the transaction is consummated. The provisions of this Section 2.4(d) shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. (e) Seller has ordered from the Title Company for delivery to Purchaser and Seller, a title insurance commitment issued by the Title Company covering the Real Property, binding the Title Company to issue the Owner’s Title Policy together with legible copies (to the extent such legible copies are available) of all documents identified in such title insurance commitment as exceptions to title (collectively, the “Title Commitment”), with respect to the state of title to the Property, and Purchaser has approved of the same; provided, if any matters shown on the Survey or identified in the Title Commitment consist of Monetary Title Encumbrances, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to either (i) pay and discharge, (ii) bond against in a manner legally sufficient to cause to be released, or (iii) indemnify or escrow money with or otherwise cause the Title Company to insure over, such Monetary Title Encumbrances (individually and collectively, a “Monetary Encumbrance Release”). For such purposes, Seller may use all or a portion of the Purchase Price to effectuate a Monetary Encumbrance Release with respect to any such Monetary Title Encumbrances at the Closing. Other than as specifically required in this Agreement, Seller shall not be obligated to incur any expenses or incur any liability to cure any Purchaser’s Objections. Except as otherwise provided herein, Seller shall not, after the date of this Agreement, voluntarily subject the Real Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Title Commitment and Survey (or any update obtained by Purchaser), other than Monetary Title Encumbrances which will be covered by a Monetary Encumbrance Release at Closing, shall all be deemed Permitted Title Exceptions. (f) Prior to the expiration of the Initial Study Period, Purchaser shall use diligent efforts, with Seller’s commercially reasonable assistance, to obtain (i) the written consent of the Manager, if required, to an assignment of the Management Agreement on terms reasonably acceptable to Purchaser, and (ii) depositing with the Title Companyan estoppel certificate (or agreed upon form of estoppel certificate) from Manager reasonably acceptable to Purchaser. 41554043v.8 (g) Prior to Closing, prior Seller shall provide commercially reasonable assistance to the expiration of the Initial Study Period, an amount equal Purchaser to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Extension Fee”), which Extension Fee shall be added obtain estoppel certificates from any tenants under Occupancy Agreements requested by Purchaser pursuant to the Deposit for all purposes hereunder; provided, however, except as expressly forms provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminatedto Seller by Purchaser.

Study Period. (a) During Prior to the Initial Study PeriodClosing, 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 twenty-four one (241) hours 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 unreasonably materially 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 $2,000,000 1,000,000 per occurrence for bodily or personal injury or death and $5,000,000 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; 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, Seller the foregoing exclusion from the Indemnified Losses shall use its good faith efforts to provide written notice to Purchaser not include any loss, liability, claims, costs, liens or damages caused by or resulting from the exacerbation of (1) any physical damage to the Property or (2) any claims incurred by Seller as a result of Purchaser’s inspections adverse conditions on the Property within ten (10) days after Seller’s discovery of such physical damage by Purchaser or claims, its agents; and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records, contracts and other relevant, material documents records relating to the Property and the operation and maintenance thereof, thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Itemscontrol. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Purchaser shall have the right to extend the Initial Study Period for thirty (30) days (the “Extended Study Period”) by (i) delivering written notice to Seller prior to the expiration of the Initial Study Period, and (ii) depositing with the Title Company, prior to the expiration of the Initial Study Period, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Extension Fee”), which Extension Fee shall be added to the Deposit for all purposes hereunder; provided, however, except as expressly provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminated.