Common use of Study Period Clause in Contracts

Study Period. (a) The Purchaser shall have the right, until the -------------- end of the Study Period, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate provided Purchaser gives Sellers at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the LLC, including, without limitation, a full environmental due diligence audit and investigation of the Property and UCC, lien, litigation, judgment and bankruptcy searches on the LLC. Promptly following the signing of the Agreement by both parties, Sellers shall provide to Purchaser access to all information in connection with the Property and the LLC as required by Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, and other relevant documents for completing the transactions contemplated in this Agreement. If such tests, studies and investigations warrant, in the Purchaser's sole, absolute and unbelievable discretion, the purchase of the Interests for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Sellers prior to the expiration of the Study Period. If for any reason the Purchaser does not so notify the Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Purchaser notifies the Sellers, in writing, prior to the expiration of the Study Period that it has determined, for any reason, and in Purchaser's sole, absolute and unbelievable discretion, not to proceed to Closing, this Agreement automatically shall terminate, and the Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Sellers naming the LLC as an additional insured prior to entry upon the Property.

Study Period. (a) The Purchaser shall have the rightperiod (the “Study Period”) commencing on the Effective Date and ending on October 1, until 2007, to physically inspect the -------------- Property, review economic data and market conditions, underwrite and interview the Tenants and review the Leases, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Property for the presence of Hazardous Materials, to consult with government officials concerning the Property, and to otherwise conduct such due diligence and underwriting as Purchaser, in its sole and absolute discretion, deems appropriate. At any time before the end of the Study Period, Purchaser may, in its absolute and unreviewable discretion and for any reason or no reason, terminate this Agreement by giving written notice thereof to enter upon Seller (the Real Property and to perform, at “Termination Notice”). In the Purchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate provided event that Purchaser gives Sellers at least twenty-four (24) hours notice prior to entering on a Termination Notice before the Real Property. The Purchaser shall investigate the Property and the LLC, including, without limitation, a full environmental due diligence audit and investigation of the Property and UCC, lien, litigation, judgment and bankruptcy searches on the LLC. Promptly following the signing of the Agreement by both parties, Sellers shall provide to Purchaser access to all information in connection with the Property and the LLC as required by Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, and other relevant documents for completing the transactions contemplated in this Agreement. If such tests, studies and investigations warrant, in the Purchaser's sole, absolute and unbelievable discretion, the purchase of the Interests for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Sellers prior to the expiration end of the Study Period, this Agreement shall automatically terminate, the Deposit promptly shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations or liabilities to each other hereunder other than Purchaser’s obligations under Section 5.1(b) and Section 5.3, and Purchaser shall deliver to Seller copies of all third-party reports prepared for the benefit of Purchaser in connection with its due diligence investigations of the Property provided that Seller shall reimburse Purchaser for the actual out-of-pocket costs incurred by Purchaser in connection therewith. If for any reason Purchaser fails to deliver the Purchaser does not so notify the Sellers of its determination to proceed to Closing prior to Termination Notice by the expiration of the Study Period, or if Purchaser shall be deemed to have approved the Purchaser notifies purchase of the Sellers, in writing, prior Property subject to the expiration terms and condition of this Agreement and the Deposit shall become non-refundable to Purchaser except as otherwise expressly set forth in this Agreement. Notwithstanding anything in this Section 5.2 to the contrary, Purchaser may not terminate this Agreement pursuant to this Section 5.2 with respect to only one Property. Notwithstanding anything herein to the contrary, Seller shall, not later than September 24, 2007, deliver to Purchaser a certified rent roll of the Property setting forth all of the Leases in place as of such date. If Seller fails to deliver the certified rent roll to Purchaser by such date, then the Study Period that it has determined, for any reason, and in Purchaser's sole, absolute and unbelievable discretion, not to proceed to Closing, this Agreement automatically shall terminate, and the Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination extended one day for each day of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, delay beyond such date in amounts and with a company, satisfactory to Sellers naming the LLC as an additional insured prior to entry upon the Propertydelivering such certified rent roll.

Study Period. For the period from the date of this Agreement through 5 p.m., (aChicago, Illinois time) The on February 15, 2011 (“Study Period”), Purchaser or its agents shall have the right, until the -------------- end of the Study Periodat Purchaser’s sole cost and expense, to enter upon inspect and review the Real Property Property, the physical and to performenvironmental condition thereof, at and such other information it may desire concerning the Purchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate provided Purchaser gives Sellers at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the LLC, including, without limitation, a full obtaining an engineering report and so-called “Phase 1” environmental due diligence audit report on the Property, inspecting and investigation 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 UCCprovisions of this Agreement (collectively, lien, litigation, judgment the “Inspections”). Seller further agrees to make its books and bankruptcy searches on records relating to the LLC. Promptly following Property available for inspection and audit by Purchaser or its agents and to execute and deliver (at the signing time of completion of the Agreement 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 both partiesthis sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller’s files, Sellers books and records relating to the Property. Purchaser shall provide to 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 access to shall dispose of all information 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 Property contrary herein, shall survive termination or expiration of this Agreement and shall be in addition to the LLC as required by liability of Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, under Section 14(b). In connection with Purchaser’s due diligence, Seller shall, at Seller’s sole cost and other relevant documents for completing expense, provide Purchaser with a current ALTA survey (the transactions contemplated “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 date of this Agreement. If such tests, studies and investigations warrantNotwithstanding the foregoing, in the Purchaser's sole, absolute and unbelievable discretion, the purchase event Purchaser fails to close on its acquisition of the Interests Property for whatever reason, other than in connection with a Seller default hereunder, Purchaser shall promptly reimburse Seller for the purposes contemplated cost of the Survey, such cost to be pre-approved by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Sellers prior to the expiration of the Study Period. If for any reason the Purchaser does not so notify the Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Purchaser notifies the Sellers, in writing, prior to the expiration of the Study Period that it has determined, for any reason, Seller ordering said Survey and in Purchaser's sole, absolute and unbelievable discretion, any event not to proceed to Closing, this Agreement automatically shall terminate, exceed Ten Thousand and the Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Sellers naming the LLC as an additional insured prior to entry upon the PropertyNo/100 Dollars ($10,000.00).

Study Period. For the period from the date of this Agreement through 5 p.m., (aChicago, Illinois time) The on February 15, 2011 (“Study Period”), Purchaser or its agents shall have the right, until the -------------- end of the Study Periodat Purchaser’s sole cost and expense, to enter upon inspect and review the Real Property Property, the physical and to performenvironmental condition thereof, at and such other information it may desire concerning the Purchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate provided Purchaser gives Sellers at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the LLC, including, without limitation, a full obtaining an engineering report and so-called “Phase 1” environmental due diligence audit report on the Property, inspecting and investigation 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 UCCprovisions of this Agreement (collectively, lien, litigation, judgment the “Inspections”). Seller further agrees to make its books and bankruptcy searches on records relating to the LLC. Promptly following Property available for inspection and audit by Purchaser or its agents and to execute and deliver (at the signing time of completion of the Agreement 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 both partiesthis sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller's files, Sellers books and records relating to the Property. Purchaser shall provide to 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 access to shall dispose of all information 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 Property contrary herein, shall survive termination or expiration of this Agreement and shall be in addition to the LLC as required by liability of Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, under Section 14(b). In connection with Purchaser’s due diligence, Seller shall, at Seller’s sole cost and other relevant documents for completing expense, provide Purchaser with a current ALTA survey (the transactions contemplated “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 date of this Agreement. If such tests, studies and investigations warrantNotwithstanding the foregoing, in the Purchaser's sole, absolute and unbelievable discretion, the purchase event Purchaser fails to close on its acquisition of the Interests Property for whatever reason, other than in connection with a Seller default hereunder, Purchaser shall promptly reimburse Seller for the purposes contemplated cost of the Survey, such cost to be pre-approved by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Sellers prior to the expiration of the Study Period. If for any reason the Purchaser does not so notify the Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Purchaser notifies the Sellers, in writing, prior to the expiration of the Study Period that it has determined, for any reason, Seller ordering said Survey and in Purchaser's sole, absolute and unbelievable discretion, any event not to proceed to Closing, this Agreement automatically shall terminate, exceed Ten Thousand and the Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Sellers naming the LLC as an additional insured prior to entry upon the PropertyNo/100 Dollars ($10,000.00).

Study Period. (a) The Purchaser and its respective agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until 5:00 p.m., San Antonio, Texas time on the -------------- end last day of the Study Period, and thereafter if Purchaser does not notify Sellers in writing prior to the expiration of the Study Period that Purchaser has elected to terminate this Agreement and Purchaser timely deposits the Additional Deposit, to enter upon the Real Property upon reasonable prior notice to Sellers (which notice, for the purposes of this Section 2.4(a) only, may be given by electronic mail to the following address: sxxxx.xxxxx@xxxx.xxx and rxxxxx.xxxxxx@xxxx.xxx), and to perform, at the Purchaser's ’s expense, such economic, surveying, engineering, topographic, environmental, topographic marketing and marketing other tests, studies and investigations as the Purchaser may deem appropriate provided Purchaser gives Sellers at least twenty-four (24) hours notice prior appropriate. Notwithstanding anything herein to entering on the Real Property. The Purchaser shall investigate the Property and the LLCcontrary, including, without limitation, a full environmental due diligence audit and if Purchaser’s Environmental Consultants reasonably recommends obtaining an additional study or investigation of any Environmental Condition, the Property and UCC, lien, litigation, judgment and bankruptcy searches on the LLC. Promptly following the signing of the Agreement by both parties, Sellers Study Period shall provide be extended for up to two (2) weeks to afford Purchaser access additional time to all information in connection with the Property and the LLC as required by Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, and other relevant documents for completing the transactions contemplated in this Agreementcomplete such investigations. If such tests, studies and investigations warrant, in the Purchaser's ’s sole, absolute and unbelievable unreviewable discretion, the purchase of the Interests Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to shall proceed to Closing with this transaction in accordance with and shall so notify the Sellers prior subject to the expiration terms of the Study Period. If for any reason the Purchaser does not so notify the Sellers of its determination to proceed to Closing this Agreement; provided, however, if, prior to the expiration of the Study Period, Purchaser shall have determined that the Property is unacceptable to Purchaser and Purchaser shall have provided written notice to Sellers and Escrow Agent that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement (for any or no reason), this Agreement automatically shall terminate, the Initial Deposit shall be paid to Sellers (except if such termination is as a result of a Material Environmental Condition or Material Structural Defect(s)) and Purchaser and Sellers shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If during the Study Period Purchaser determines that there exists on the Property a Material Environmental Condition, Purchaser shall provide Sellers with reasonable evidence of such condition, whereupon Purchaser may (x) if such condition affects one, but not both of the Undeveloped Tracts, terminate this Agreement with respect to the affected tract in which event such tract shall be excluded from this Agreement for all purposes, the Purchase Price shall be reduced by the amount set forth opposite such affected tract on Schedule 2.4(a) attached hereto and this Agreement shall otherwise continue unmodified or (y) if such condition affects both Undeveloped Tracts or the Hotel, then Purchaser may terminate this Agreement, in either case by delivering written notice to Sellers prior to expiration of the Study Period. If during the Study Period Purchaser determines that Material Structural Defect(s) exist, Purchaser shall provide Sellers with reasonable written evidence of the costs to remedy such defect(s) as estimated by Purchaser’s Structural Consultants (the “Repair Estimate”), then Purchaser may terminate this Agreement by delivering written notice to Sellers prior to expiration of the Study Period. Sellers shall have the right to dispute the Repair Estimate (a “Repairs Costs Dispute”), then Sellers shall have the right to notify Purchaser in writing of the same (a “Repairs Costs Dispute Notice”) within ten (10) business days after Sellers’ receipt of the Repair Estimate, in which event the termination of this Agreement shall be deferred and Sellers and Purchaser shall thereafter proceed to diligently and in good faith attempt to resolve such dispute and, if the parties are unable to resolve the same within seven (7) business days after Purchaser’s receipt of the applicable Repairs Costs Dispute Notice, such dispute shall be submitted for resolution by binding arbitration in accordance with the terms, conditions and provisions of Exhibit L-1 attached to this Agreement; provided, however, instead of using architects as the arbitrator, three (3) neutral general contractors shall be appointed in the same manner as set forth on Exhibit L-1. If the agreed amount of the Repairs Estimate is less than $5,000,000.00 such termination notice shall be deemed null and void. Notwithstanding the foregoing, such partial or full termination resulting from any Material Environmental Condition or Material Structural Defect(s) shall be ineffective if within five (5) days following the giving of such notice of termination Purchaser notifies and Sellers agree on the Sellers, terms of a Purchase Price reduction acceptable to Purchaser and Sellers in writing, connection with such Material Environmental Condition and/or Material Structural Defect(s). If Purchaser terminates this Agreement during the Study Period as the result of the discovery of a Material Environmental Condition or Material Structural Defect(s) the entire Deposit shall be returned to Purchaser and the parties shall have no further obligations hereunder except those that survive termination hereof. If Purchaser does not provide such written notice of termination prior to the expiration of the Study Period that it has determinedand Purchaser timely deposits the Additional Deposit in accordance with Section 2.3, for any reason, and in Purchaser's sole, absolute and unbelievable discretion, not to proceed to Closing, this Agreement automatically shall terminate, and the Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant deemed to this paragraph which have determined that the Property is acceptable to Purchaser and the Initial Deposit and the Additional Deposit shall survive termination of become non-refundable except as otherwise expressly provided in this Agreement, . The depositing of the Additional Deposit and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our expiration of activities relating to the Study Period (and Purchaser’s right to terminate same) shall be tolled until such time as the Parties have agreed upon, or arbitration has resolved, the amount of the Material Structural Defect(s). Purchaser Parties shall obtain an insurance policyhave no discussions, correspondence, or other contact with any Hotel Employees, including, without limitation, any Executive Employees unless approved by and coordinated in amounts advance with Sellers. Sellers agree to use all commercially reasonable efforts to cause Manager to permit Purchaser to have reasonable opportunities to discuss the Hotel and its business and employment with a companythe General Manager, satisfactory to Sellers naming Controller, Director of Sales and Chief Engineer of the LLC as an additional insured prior to entry upon the PropertyHotel.

Study Period. For the period from the date of this Agreement through 5 p.m., (aChicago, Illinois time) The on February 15, 2011 (“Study Period”), Purchaser or its agents shall have the right, until the -------------- end of the Study Periodat Purchaser’s sole cost and expense, to enter upon inspect and review the Real Property Property, the physical and to performenvironmental condition thereof, at and such other information it may desire - 8 - concerning the Purchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate provided Purchaser gives Sellers at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the LLC, including, without limitation, a full obtaining an engineering report and so-called “Phase 1” environmental due diligence audit report on the Property, inspecting and investigation 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 UCCprovisions of this Agreement (collectively, lien, litigation, judgment the “Inspections”). Seller further agrees to make its books and bankruptcy searches on records relating to the LLC. Promptly following Property available for inspection and audit by Purchaser or its agents and to execute and deliver (at the signing time of completion of the Agreement 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 both partiesthis sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller’s files, Sellers books and records relating to the Property. Purchaser shall provide to 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 access to shall dispose of all information 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 Property contrary herein, shall survive termination or expiration of this Agreement and shall be in addition to the LLC as required by liability of Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, under Section 14(b). In connection with Purchaser’s due diligence, Seller shall, at Seller’s sole cost and other relevant documents for completing expense, provide Purchaser with a current ALTA survey (the transactions contemplated “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 date of this Agreement. If such tests, studies and investigations warrantNotwithstanding the foregoing, in the Purchaser's sole, absolute and unbelievable discretion, the purchase event Purchaser fails to close on its acquisition of the Interests Property for whatever reason, other than in connection with a Seller default hereunder, Purchaser shall promptly reimburse Seller for the purposes contemplated cost of the Survey, such cost to be pre-approved by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Sellers prior to the expiration of the Study Period. If for any reason the Purchaser does not so notify the Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Purchaser notifies the Sellers, in writing, prior to the expiration of the Study Period that it has determined, for any reason, Seller ordering said Survey and in Purchaser's sole, absolute and unbelievable discretion, any event not to proceed to Closing, this Agreement automatically shall terminate, exceed Ten Thousand and the Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Sellers naming the LLC as an additional insured prior to entry upon the PropertyNo/100 Dollars ($10,000.00).