Common use of Study Period Clause in Contracts

Study Period. (a) Purchaser and its 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., Seattle, Washington time on the last day of the Study Period, and thereafter if Purchaser does not notify Seller in writing prior to the expiration of the Study Period that Purchaser has elected to terminate 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. If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser shall deliver notice to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and subject to the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Study Period or fails to give such notice (which failure shall be deemed an election to terminate this Agreement), this Agreement automatically shall terminate, the Deposit shall be promptly delivered to Seller and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the Hotel.

Study Period. The Purchaser's obligations hereunder shall be contingent upon Purchaser's satisfaction with the results of the environmental reports, structural reports, surveys, title reports and title commitments, relating to the Property and the Loan (athe "Studies") deemed necessary or desirable by the Purchaser in the Purchaser's sole and absolute discretion. Seller hereby agrees that Purchaser shall have a period of thirty (30) days (the "Study Period") from the date of this Agreement in which to make such Studies as Purchaser deems necessary or appropriate in its sole discretion. Seller hereby permits Purchaser and its agents and hereby authorizes Purchaser and such agents, contractorsas representatives of the Seller, auditorsto have access to the Property (to the extent permitted under, engineersand subject to the conditions of, attorneysthe Loan Documents) and to communicate with Borrower, for the purpose of conducting the Studies. Purchaser shall indemnify Seller for any and all liability suffered by Seller which was caused by Purchaser, its agents and employees, consultantsin conducting the Studies, other which indemnification shall survive the termination of this Agreement. Seller will make available to Purchaser and its representatives Seller's books and potential lesseesrecords relating to the Loan and the Property. In the event Purchaser determines, partnersbased on the results of such Studies, and lenders (collectivelythat Purchaser does not wish to proceed with this transaction, “Purchaser Parties”) shall have the right, until 5:00 p.m., Seattle, Washington time on right and option to terminate this Agreement upon written notice sent to Seller prior to the last day end of the Study Period, and thereafter if Purchaser does not notify Seller in writing prior which case neither party shall have any further liability to the expiration of other and the Study Period that Deposit shall be returned to Purchaser has elected pursuant to Section 3. Should Purchaser elect to terminate 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. If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser shall deliver notice to promptly thereafter provide Seller that Purchaser intends to proceed with this transaction copies of reports and studies prepared in accordance connection with 8665334v.12 and subject to the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Study Period Studies (with no representatives or fails to give such notice (which failure shall be deemed an election to terminate this Agreementwarranties with respect thereto), this Agreement automatically shall terminate, the Deposit shall be promptly delivered to Seller and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the Hotel.

Study Period. (a) Purchaser and its agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the rightperiod ending at 6:00 p.m. (local time in Boston, until 5:00 p.m.Massachusetts) on July 8, Seattle2005 (the "Study Period"), Washington time to physically inspect the Property, review economic data and market conditions, underwrite the Tenant and review the Lease, conduct appraisals, make inquiry of governmental officials, perform examinations of the physical condition of the Improvements, examine the Real Property for the presence of Hazardous Materials, and to otherwise conduct such due diligence and underwriting as Purchaser, in its sole and absolute discretion, deems appropriate in accordance with Section 5.1(b) above. This Agreement shall terminate unless, before 6:00 p.m. on the last first business day of following the Study Period, and thereafter if Purchaser does not notify Seller in writing prior to the expiration end of the Study Period (the "Study Period Notice Deadline"), Purchaser gives Seller written notice (the "Study Period Notice") that Purchaser has elected to terminate 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. If such tests, studies and investigations warrant, in Purchaser’s sole, its absolute and unreviewable discretion, elects to proceed with the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser shall deliver notice subject to Seller that Purchaser intends to proceed with this transaction and in accordance with 8665334v.12 and subject to the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of addition, at any time before the Study Period Notice Deadline, Purchaser may, in its absolute and unreviewable discretion, terminate this Agreement by giving written notice thereof to Seller (the "Termination Notice"). In the event that either: (a) Purchaser gives a Termination Notice before the Study Period Notice Deadline, or (b) Purchaser does not give a Termination Notice but fails to give such notice (which failure shall be deemed an election to terminate this Agreement)the Study Period Notice before the Study Period Notice Deadline, this Agreement shall automatically shall terminate, the Deposit promptly shall be promptly delivered 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)(iv), this Section 5.2 and Seller shall be released from all further liability or obligation hereunder except those which expressly survive Section 5.3. In the event of a termination of this Agreement. Agreement for any reason, Purchaser Parties shall have no discussions, correspondence, deliver to Seller originals or other contact with any Hotel Employees unless coordinated copies of all materials and documents in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access Purchaser's possession relating to the general manager, Property and obtained by Purchaser during its investigation of the director of sales, the director of engineering and the director of human resources for the HotelProperty.

Study Period. (a) The Purchaser and its 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., Seattle, Washington time on the last day of right during the Study Period, Period (and thereafter if the Purchaser does not notify notifies the Seller in writing prior to that the expiration of the Study Period that Purchaser has elected to terminate this Agreement, proceed to enter upon Closing in the Real Property manner described below) upon not less than two (2) business days prior notice to the Seller, to enter upon the Real Property and to perform, at the Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, topographic and marketing and other tests, studies and investigations as the Purchaser may deem reasonably appropriate, provided that any such investigation shall be conducted in a manner and be otherwise subject to the terms of this Agreement. If such tests, studies and investigations warrant, in the Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser shall deliver notice to Seller that Purchaser intends may elect to proceed with this transaction in accordance with 8665334v.12 to Closing and subject shall deposit the Additional Deposit prior to the terms expiration of this Agreementthe Study Period. In If for any reason the event Purchaser terminates this Agreement does not deposit the Additional Deposit prior to the expiration of the Study Period, or if the Purchaser notifies the Seller, in writing, prior to the expiration of the Study Period or fails that it has determined not to give such notice (which failure shall be deemed an election proceed to terminate this Agreement)Closing, this Agreement shall automatically shall terminate, the Initial Deposit (other than any amounts due to Escrow Holder for the cancellation of Escrow, which shall be promptly delivered paid solely by the Purchaser) shall be returned to Seller and the Purchaser and upon return of the Initial Deposit, the Purchaser and the Seller shall be released from all any further liability or obligation hereunder under this Agreement, except those which expressly survive a the termination of this Agreement. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the Hotel.

Study Period. (a) Purchaser shall have a period commencing on the Effective Date and its agentsexpiring at 6:00 p.m. (Eastern time) on February 28, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessees, partners, and lenders 2020 (collectively, the “Purchaser PartiesStudy Period”) shall have in which to perform its due diligence inspections, investigations, examinations, tests, studies and assessments with respect to all matters pertaining to the right, until 5:00 p.m., Seattle, Washington time on Property. Before the last day expiration of the Study Period, Purchaser shall deliver to Seller written notice of Purchaser’s election, in its sole and thereafter if Purchaser does not notify Seller in writing prior absolute discretion for any reason or no reason, either (i) to proceed with the transactions contemplated by this Agreement (the “Notice to Proceed”) or (ii) to terminate this Agreement (the “Termination Notice”). If, before the expiration of the Study Period that Period, Purchaser has elected delivers neither the Notice to terminate this Agreement, to enter upon Proceed nor 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. If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by PurchaserTermination Notice, then Purchaser shall deliver notice be deemed to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and subject to have delivered the terms Termination Notice as of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Study Period or fails Period. If Purchaser delivers the Notice to give such notice (which failure Proceed, then Purchaser shall be deemed an election to have waived any further right to terminate this Agreement), Agreement in accordance with this paragraph and this Agreement automatically shall terminatecontinue in full force and effect; if Purchaser delivers (or is deemed to have delivered) the Termination Notice, then Escrow Agent promptly shall refund the Deposit to Purchaser, and thereafter this Agreement shall terminate and be promptly delivered to of no further force or effect and Seller and Purchaser and Seller shall be released from all further obligation and liability or obligation hereunder except those which expressly survive a termination of under this Agreement. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated at law and in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the Hotelequity.

Study Period. The Purchaser shall have a period of time beginning on the Effective Date and ending at 5:00 p.m. eastern standard time on March 16, 2006, TIME BEING OF THE ESSENCE (athe “Study Period”) within which to conduct engineering and/or architectural studies of the Property, to conduct seismic studies of the Property, to review those certain Phase I Environmental Site Assessments (the “Phase I ESA’s”) prepared by EMG (“EMG”) and delivered to Purchaser on or before the Effective Date, to review plans and its agentsspecifications and similar materials with respect to the Property, contractors, auditors, engineers, attorneys, employees, consultants, other representatives zoning and potential lessees, partnersland use status of the Property, and lenders such other matters as Purchaser may desire. All of the costs associated with Purchaser’s Study Period activities (collectively, “Purchaser Parties”as specified in the previous sentence) shall have the right, until 5:00 p.m., Seattle, Washington time on the last day of be borne by Purchaser. During the Study Period, Purchaser shall have reasonable access to the Property, at all reasonable times, at Purchaser’s sole risk, for the purpose of performing the foregoing inspections and thereafter investigations, subject at all times to the rights of any existing tenants. All inspections and investigations shall be performed at reasonable times and the Seller shall have the opportunity to accompany Purchaser if Seller so desires. Seller shall not be obligated to correct, remedy or cure any condition or characteristic of the Property revealed by such inspections or investigations, including, but not limited to, any physical condition issue, title defects or environmental contamination. If the results of any such inspection or investigation performed by Purchaser does not notify pursuant to this Section 4.1.1 are deemed unsatisfactory in Purchaser’s sole discretion, Purchaser may terminate this Agreement by providing written notice thereof to Seller in writing prior to the expiration of the Study Period that Period, in which event the Deposit shall be returned to Purchaser has elected and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. If Purchaser fails to so terminate 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. If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser shall deliver notice to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and subject to the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Study Period or fails to give such notice (which failure shall be deemed an election to terminate this Agreement)have waived such right, this Agreement automatically and shall terminate, proceed to Closing without any reduction in the Deposit shall be promptly delivered to Seller and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the HotelPurchase Price.

Study Period. (a) a. Purchaser and its agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until in its exclusive and absolute discretion, to terminate this Agreement for any reason whatsoever by giving written notice thereof to Seller on or before the date that is sixty (60) days following the Effective Date of this Agreement (the “Study Period”). Purchaser may, at its election in its sole discretion, waive the Study Period and accelerate the Closing Date (hereinafter defined). If Purchaser finds the Property suitable for its purposes, Purchaser shall notify Seller in writing of Purchaser’s election to proceed to Closing (subject to the provisions of this Agreement) (the “Go Forward Notice”) prior to 5:00 p.m., Seattle, Washington time P.M. Eastern Time on the last day date of the Study Period, and thereafter if . If Purchaser does not notify fails to deliver the Go Forward Notice to Seller in writing prior to the expiration of the Study Period that Purchaser has elected Period, then (i) this Agreement shall be deemed automatically terminated and shall be of no further force and effect, (ii) the Initial Deposit shall be returned to terminate Purchaser, and (iii) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation to the other under this Agreement. Within five (5) Business Days following execution of this Agreement, Seller shall deliver, free of charge and cost to Purchaser, any lender or owners policy of title insurance and land title survey as may be in Seller’s actual possession or control (the “Due Diligence Information”), which shall be provided by Seller without representation or warranty of any kind. If this Agreement is terminated for any reason prior to Closing, Purchaser shall promptly cause all copies of all Due Diligence Information that are in Purchaser’s possession, custody, or control to be destroyed or otherwise returned to Seller upon Purchaser’s receipt of written request from Seller. b. After the Effective Date of this Agreement and until the Closing Date or termination hereof, Purchaser shall have the right, at its option and expense, to enter upon the Real Property upon reasonable notice to perform non-destructive engineering tests, studies and/or economic investigations concerning the Property, and Seller has the right to be present during any such entry and to observe all such testing or other investigation. Purchaser hereby agrees to indemnify and save Seller harmless from any losses actually incurred by Seller by virtue of Purchaser or its agents or employees entering on the Property to conduct such investigations. Purchaser further agrees to repair any physical damage caused to the Property by Purchaser or its agents or employees in connection with such tests and studies and to cause the same to be fully restored to the condition existing immediately prior to Purchaser’s inspection thereof. Purchaser shall maintain a policy of commercial general liability insurance, with a single combined limit of not less than two One Million and 00/100 Dollars (2) business days prior notice $1,000,000.00), for personal injury and property damage, covering Purchaser and its agents, representatives and independent contractors during any such entry, including contractual liability coverage. Seller shall be named as additional insured on such commercial general liability policy, and Purchaser shall provide proof of such insurance to Seller, and in a form reasonably acceptable to performSeller, at prior to any such entry. c. Purchaser agrees that Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser may deem appropriate. If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser shall deliver notice obligations pursuant to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and subject to the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Study Period or fails to give such notice (which failure shall be deemed an election to terminate this Agreement), this Agreement automatically shall terminate, the Deposit shall be promptly delivered to Seller and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the Hotel.

Study Period. (a) At anytime or times until one hundred twenty (120) days after the Ratification Date of this Agreement (hereinafter the “Study Period”), Purchaser and/or its agents and its agentsrepresentatives shall, contractors, auditors, engineers, attorneys, employees, consultants, other representatives at Purchaser’s sole risk and potential lessees, partnersexpense, and lenders (collectivelysubject to the terms, “Purchaser Parties”conditions and restrictions of Paragraph 5(b) shall below, have the right to enter upon the Property for purposes of conducting such surveys and engineering tests, including test borings, inspections, investigations, and/or studies as Purchaser deems necessary or desirable in order to determine whether the Property is suitable for Purchaser’s intended use thereof. Purchaser agrees to furnish Seller, at no expense to the Seller, with two (2) copies of all results, reports, drawings, etc. of the above within three (3) days after they are received by the Purchaser and, to the extent assignable, Purchaser shall assign to Seller all of Purchaser’s right, until 5:00 p.m.title, Seattleand interest in and to such copies and the information they contain, Washington time effective upon termination of this Agreement for any reason other than Seller’s default hereunder. In addition, Purchaser may conduct such architectural, economic, and other studies of the Property, as Purchaser may deem desirable including those respecting zoning and other matters that may affect the Project and/or the use of the Property for residential development. In the event that Purchaser determines, in its sole discretion, that the Property is not suitable for Purchaser’s intended use thereof, then Purchaser may terminate this Agreement by delivery of written notice thereof to Seller on or before the last day end of the Study Period, and thereafter if the Deposit, including any interest accrued thereon, shall be refunded in its entirety to Purchaser. If Purchaser does not notify Seller in writing fails to timely deliver notice of termination prior to the expiration of the Study Period Period, Purchaser shall be deemed to have accepted the condition of the Property and waived any right of termination absent a default by Seller of its obligation to deliver good and marketable title at Closing. Purchaser recognizes that Purchaser has elected time is of the essence with respect to terminate its rights and obligations under this Agreement, including its right to enter upon terminate during the Real Property upon not less than two (2) business days prior notice to SellerStudy Period, and that upon failure to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser may deem appropriate. If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser shall deliver notice exercise its right to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and subject to the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of terminate during the Study Period or fails to give such notice (which failure shall be deemed an election to terminate this Agreement), this Agreement automatically shall terminatePeriod, the Deposit shall be promptly delivered deemed non-refundable and shall be paid over to Seller and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Purchaser Parties shall have no discussions, correspondence, or other contact in accordance with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering Paragraph 4(b) and the director of human resources for the HotelEscrow Agreement.

Study Period. (a) The Purchaser and its agents, contractors, auditorsengineers, engineerssurveyors, attorneys, employees, consultants, other representatives employees and potential lessees, partners, and lenders (collectively, “Purchaser Parties”) invitees shall have the right, right until 5:00 p.m., Seattle, Washington time p.m. Eastern Time on the last day date that is sixty (60) days following the Effective Date (the “Study Period”) to enter the Property to make studies, tests, analyses, or other determinations desired by the Purchaser, including soil borings, drainage studies, surveying, soil testing and the like. The Purchaser shall reasonably restore the Property if it is changed as a result of the exercise of any of the rights granted herein. The Purchaser may elect, at its sole discretion, during the Study Period, to terminate this Agreement for any reason (or for no reason whatsoever), in which event the Deposit shall be returned to the Purchaser and thereafter if the Parties shall have no further obligations to each other in connection with this Agreement. If the Purchaser does not notify Seller in writing prior to the expiration of the Study Period that Purchaser has elected to so terminate 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. If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser shall deliver notice to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and subject to the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Study Period Period, or if the Purchaser fails or refuses to give such notice (which failure shall be deemed an election diligently pursue completion of its Conditions to terminate this Agreement)Closing, this Agreement automatically shall terminateas set forth in Section 8 below, the Deposit shall become non-refundable, except in the case of the Seller’s failure or refusal to complete its Conditions to Closing, as also set forth in Section 8 below, and thereafter, the Purchaser shall have the right, from time to time, to enter upon the Property for the purpose of making any further inspection, investigations, studies or tests which are reasonably deemed necessary or appropriate by the Purchaser, including, without limitation environmental, soils, surveys and related tests. The Purchaser shall be promptly deemed to have elected to terminate this Agreement by providing written notice delivered to the Seller and prior to the expiration of the Study Period notifying the Seller that the Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of is terminating this Agreement. Purchaser Parties In the absence of such notice, this Agreement shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated remain in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering full force and the director of human resources for the Hoteleffect.

Study Period. (a) The Purchaser and its 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.p.m. local Atlanta, Seattle, Washington Georgia time on the last forty-fifth (45th) calendar day after the Effective Date of this Agreement (the “Study Period”) within which to conduct and complete, at the Purchaser’s sole expense, all inspections, investigations, examinations of title, surveys, testing and undertakings with respect to the Property that the Purchaser desires in the sole discretion of the Purchaser. During the Study Period, the Purchaser shall have the right to enter upon the Property, at the Purchaser’s sole risk and thereafter in compliance with all applicable laws, for the purpose of performing the foregoing inspections and investigations. Notwithstanding the foregoing, no invasive inspections, testing or investigations (e.g., Phase II Environmental Site Assessment or geotechnical soil borings) shall be conducted without the Seller’s prior written approval. All inspections and investigations shall be performed at reasonable times and the Purchaser shall be accompanied by a representative of the Seller if the Seller so desires. The Seller shall not be obligated to correct, remedy or cure any condition or characteristic of the Property revealed by such inspections or investigations, including but not limited to any environmental contamination. If the results of any such inspection or investigation are deemed unsatisfactory in the Purchaser’s sole discretion, then the Purchaser does not notify may terminate this Agreement by providing written notice thereof to the Seller in writing prior to the expiration of the Study Period that Period, in which event the Deposit shall be returned to the Purchaser has elected to terminate this Agreementand neither party shall have any further rights or obligations hereunder, 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 except as Purchaser may deem appropriateexpressly provided herein. If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser shall deliver notice fails to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and subject to the terms of this Agreement. In the event Purchaser terminates so terminate this Agreement prior to the expiration of the Study Period or fails to give such notice (which failure Period, the Purchaser shall be deemed an election to terminate this Agreement), this Agreement automatically have waived such right and shall terminate, proceed to Closing in accordance with the Deposit shall be promptly delivered to Seller and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination terms of this Agreement. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the Hotel.