Common use of Study Period Clause in Contracts

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 representatives shall, at Purchaser’s sole risk and expense, and subject to the terms, conditions and restrictions of Paragraph 5(b) 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, title, and interest in and to such copies and the information they contain, 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 end of the Study Period, and the Deposit, including any interest accrued thereon, shall be refunded in its entirety to Purchaser. If Purchaser fails to timely deliver notice of termination prior to the expiration of the Study 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 time is of the essence with respect to its rights and obligations under this Agreement, including its right to terminate during the Study Period, and that upon failure to exercise its right to terminate during the Study Period, the Deposit shall be deemed non-refundable and shall be paid over to Seller in accordance with Paragraph 4(b) and the Escrow Agreement. (b) Purchaser and Seller shall develop and jointly approve a plan to permit an orderly and comprehensive test boring analysis to be conducted at the Property by Purchaser, at Purchaser’s cost. Such plan also shall detail the extent of permissible tree removal. Subject to the provisions of such plan, (i) Purchaser shall promptly restore any damage to the Property caused by Purchaser’s tests or studies of the Property upon the occurrence of such damage, and return the Property to its prior condition, and (ii) Purchaser shall indemnify, defend and hold harmless Seller from and against any and all costs (including reasonable attorneys’ fees and costs), damages and liabilities, causes of action, or threats thereof, incurred by or asserted against Seller as a result of the access to or entry upon the Property by Purchaser, its agents, employees, or contractors, including, without limitation, claims for personal injury, property damage, and services rendered or materials furnished to or for the account of Purchaser. Notwithstanding anything set forth to the contrary in this Agreement, Purchaser’s restoration and indemnification obligations as set forth in this Section shall survive termination or Closing. Purchaser is expressly prohibited from conducting an environmental study of the Property beyond the scope of a Phase I environmental study without the prior written consent of Seller, unless the Phase I study indicates the possible presence of environmental issues, in which case, Purchaser shall have the right, subject to its obligations and the conditions under this Paragraph 5(a), to conduct such additional environmental studies as Purchaser deems warranted. (c) If this Agreement is terminated for any reason whatsoever, other than default by Seller hereunder, Purchaser agrees to deliver to Seller, upon request and without charge, copies of any additional test borings, studies, engineering data, drawings, surveys, title reports, etc. prepared by Purchaser, or its agents, subsequent to the date of this Agreement, and to the extent assignable, this data shall then become the property of Seller. (d) Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES BY SELLER TO PURCHASER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,” (other than the special warranty of title to be included in the Deed); including specifically (without limiting the generality of the foregoing), any representation or warranty of, as to or respecting: (i) the soil conditions existing at the Property for any particular purpose or developmental potential; (ii) the presence or absence of any hazardous substances or matter in or on the Property; (iii) compliance of the Property with any applicable laws, regulations or other governmental requirements; (iv) the suitability of the Property for the Project or any other purpose and (v) the accuracy of any information provided by Seller to Purchaser (if any). Purchaser further acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price stated in this Agreement has been induced, in part, by the agreement of Purchaser to purchase the Property “as-is”.

Study Period. (a) At anytime 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 the Closing or times until one hundred twenty (120) days after the Ratification Date earlier termination of this Agreement Agreement, to enter upon the Real Property upon not less than two (hereinafter the “Study Period”)2) business days prior notice to Seller, Purchaser and/or its agents and representatives shallto perform, at Purchaser’s sole risk and expense, such economic, surveying, engineering, topographic, environmental, marketing and subject other tests, studies and investigations as Purchaser may deem appropriate. Purchaser has had an opportunity to review the condition 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 have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller. (b) Purchaser acknowledges its receipt of the due diligence materials set forth on the Data Site as of the Effective Date. Seller shall, promptly upon request by Purchaser, make available to Purchaser on the Data Site, such additional due diligence materials which are in Seller’s possession or control relating to the termsProperty and the operation thereof which are reasonably requested by Purchaser from time to time, conditions but Purchaser shall have no recourse in the event of Seller’s failure to so-make-available. All documents and restrictions materials 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 Paragraph 5(bsuch 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) belowIf 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 right 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 enter the extent arising from the acts at or upon the Real Property for purposes by Purchaser or Purchaser Parties or any agents, contractors or employees of conducting 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 surveys 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 engineering tests, including test borings, inspections, investigations, and/or studies as other representatives. Purchaser deems necessary or desirable in order to determine whether understands and agrees that any on-site inspections of the Property is suitable for Purchaser’s intended use thereof. shall occur at reasonable times agreed upon by Seller and Purchaser agrees to furnish Seller, at no expense to the Seller, with after not less than two (2) copies of all results, reports, drawings, etc. business days prior written notice to Seller and shall be conducted so as not to interfere unreasonably with the operation 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, title, Property and interest in and to such copies and the information they contain, 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 by the event that Purchaser determines, in its sole discretion, that tenants and 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 end guests of the Study PeriodHotel. Seller, and Operating Lessee and/or Manager shall have the Deposit, including right to have a representative present during any interest accrued thereon, shall be refunded in its entirety to Purchasersuch inspections. If Purchaser fails desires to timely deliver notice do any invasive testing at the 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 proposed by Seller. Purchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall (i) 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 Study Period, Purchaser shall be deemed use diligent efforts, with Seller’s commercially reasonable assistance, 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 time is of the essence with respect to its rights and obligations under this Agreement, including its right to terminate during the Study Period, and that upon failure to exercise its right to terminate during the Study Period, the Deposit shall be deemed non-refundable and shall be paid over to Seller in accordance with Paragraph 4(b) and the Escrow Agreement. (b) Purchaser and Seller shall develop and jointly approve a plan to permit an orderly and comprehensive test boring analysis to be conducted at the Property by Purchaser, at Purchaser’s cost. Such plan also shall detail the extent of permissible tree removal. Subject to the provisions of such plan, obtain (i) Purchaser shall promptly restore any damage to the Property caused by Purchaser’s tests or studies written consent of the Property upon Manager, if required, to an assignment of the occurrence of such damage, and return the Property Management Agreement on terms reasonably acceptable to its prior conditionPurchaser, and (ii) Purchaser shall indemnify, defend and hold harmless Seller an estoppel certificate (or agreed upon form of estoppel certificate) from and against any and all costs (including reasonable attorneys’ fees and costs), damages and liabilities, causes of action, or threats thereof, incurred by or asserted against Seller as a result of the access Manager reasonably acceptable to or entry upon the Property by Purchaser, its agents, employees, or contractors, including, without limitation, claims for personal injury, property damage, and services rendered or materials furnished to or for the account of Purchaser. Notwithstanding anything set forth to the contrary in this Agreement, Purchaser’s restoration and indemnification obligations as set forth in this Section shall survive termination or Closing. Purchaser is expressly prohibited from conducting an environmental study of the Property beyond the scope of a Phase I environmental study without the prior written consent of Seller, unless the Phase I study indicates the possible presence of environmental issues, in which case, Purchaser shall have the right, subject to its obligations and the conditions under this Paragraph 5(a), to conduct such additional environmental studies as Purchaser deems warranted. (cg) If this Agreement is terminated for Prior to Closing, Seller shall provide commercially reasonable assistance to Purchaser to obtain estoppel certificates from any reason whatsoever, other than default tenants under Occupancy Agreements requested by Purchaser pursuant to forms provided to Seller hereunder, Purchaser agrees to deliver to Seller, upon request and without charge, copies of any additional test borings, studies, engineering data, drawings, surveys, title reports, etc. prepared by Purchaser, or its agents, subsequent to the date of this Agreement, and to the extent assignable, this data shall then become the property of Seller. (d) Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES BY SELLER TO PURCHASER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,” (other than the special warranty of title to be included in the Deed); including specifically (without limiting the generality of the foregoing), any representation or warranty of, as to or respecting: (i) the soil conditions existing at the Property for any particular purpose or developmental potential; (ii) the presence or absence of any hazardous substances or matter in or on the Property; (iii) compliance of the Property with any applicable laws, regulations or other governmental requirements; (iv) the suitability of the Property for the Project or any other purpose and (v) the accuracy of any information provided by Seller to Purchaser (if any). Purchaser further acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price stated in this Agreement has been induced, in part, by the agreement of Purchaser to purchase the Property “as-is”.

Study Period. (a) At anytime or times until one hundred twenty (120) A. This Contract is contingent for days after the Ratification from Date of this Agreement (hereinafter Acceptance to allow the “Study Period”), Purchaser and/or its agents and representatives shallPURCHASER, at Purchaser’s sole risk and the PURCHASER'S expense, and subject to the terms, conditions and restrictions of Paragraph 5(b) 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 PURCHASER'S plan for development of the Property is suitable practical. The PURCHASER may conduct such studies, including but not limited to: soil, percolation, economic, environmental, zoning, engineering, and architectural, as the PURCHASER deems necessary. B. The PURCHASER shall contract for Purchaser’s intended use thereof. Purchaser agrees to furnish Sellersuch studies within 10 days from the Date of Acceptance, at no expense and ” shall, OR ” shall not, deliver to the Seller, with two (2) SELLER copies of all results, reports, drawings, etc. of the above within three (3) days after they are received by the Purchaser and, studies performed at no cost to the extent assignable, Purchaser shall assign to Seller all of Purchaser’s right, title, and interest in and to such copies and the information they contain, 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 end of the Study Period, and the Deposit, including any interest accrued thereon, shall be refunded in its entirety to Purchaser. If Purchaser fails to timely deliver notice of termination prior to the expiration of the Study 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 time is of the essence with respect to its rights and obligations under this Agreement, including its right to terminate during the Study Period, and that upon failure to exercise its right to terminate during the Study Period, the Deposit shall be deemed non-refundable and shall be paid over to Seller in accordance with Paragraph 4(b) and the Escrow AgreementSELLER. (b) Purchaser and Seller shall develop and jointly approve a plan to permit an orderly and comprehensive test boring analysis to be conducted at the Property by Purchaser, at Purchaser’s cost. Such plan also shall detail the extent of permissible tree removal. Subject to the provisions of such plan, (i) Purchaser shall promptly restore any damage to the Property caused by Purchaser’s tests or studies of the Property upon the occurrence of such damage, and return the Property to its prior condition, and (ii) Purchaser shall indemnify, defend and hold harmless Seller from and against any and all costs (including reasonable attorneys’ fees and costs), damages and liabilities, causes of action, or threats thereof, incurred by or asserted against Seller as a result of the access to or entry upon the Property by Purchaser, its agents, employees, or contractors, including, without limitation, claims for personal injury, property damage, and services rendered or materials furnished to or for the account of Purchaser. Notwithstanding anything set forth to the contrary in this Agreement, Purchaser’s restoration and indemnification obligations as set forth in this Section shall survive termination or Closing. Purchaser is expressly prohibited from conducting an environmental study of the Property beyond the scope of a Phase I environmental study without the prior written consent of Seller, unless the Phase I study indicates the possible presence of environmental issues, in which case, Purchaser shall have the right, subject to its obligations and the conditions under this Paragraph 5(a), to conduct such additional environmental studies as Purchaser deems warranted. (c) If this Agreement is terminated for any reason whatsoever, other than default by Seller hereunder, Purchaser agrees to deliver to Seller, upon request and without charge, copies of any additional test borings, studies, engineering data, drawings, surveys, title reports, etc. prepared by Purchaser, or its agents, subsequent C. Subsequent to the date of this AgreementContract, and until settlement, the SELLER will give to the extent assignable, this data shall then become PURCHASER and the property of Seller. (d) Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES BY SELLER TO PURCHASER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,” (other than the special warranty of title to be included in the Deed); including specifically (without limiting the generality of the foregoing), any representation or warranty ofPURCHASER'S representatives, as often as may be required, full access to or respecting: (i) the soil conditions existing at the Property for any particular purpose or developmental potential; (ii) the presence or absence of any hazardous substances or matter in or on the Property; (iii) compliance of the Property with any applicable laws, regulations or other governmental requirements; (iv) the suitability of the Property for the Project purpose of making test borings, engineering studies and other desired investigations, so long as such studies do not result in a change in the character or topography of the Property. The PURCHASER shall hold the SELLER and Broker harmless against any other purpose loss or liability to person or property resulting from such entry and (v) conduct on the accuracy of any information provided by Seller to Purchaser (if any). Purchaser further acknowledges that Seller’s willingness to sell Property and shall restore the Property to Purchaser its pre-test condition. D. If the PURCHASER'S plan for development of the Property is not practical, at the Purchase Price stated PURCHASER'S sole discretion, the PURCHASER may void this Contract by delivering written notice to the SELLER before the Expiration of the Study Period and the Deposit shall be refunded to the PURCHASER. E. All engineering, surveying, topographic, maps, site plans, special use permits, soil testing data, and any other technical information affecting the property in this Agreement has been induced, in part, by the agreement possession of Purchaser the SELLER will be made available to purchase the Property “as-is”PURCHASER within days from Contract Acceptance.

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") At anytime deemed necessary or times until one hundred twenty desirable by the Purchaser in the Purchaser's sole and absolute discretion. Seller hereby agrees that Purchaser shall have a period of thirty (12030) days after (the Ratification Date "Study Period") from the date of this Agreement (hereinafter the “Study Period”), in which to make such Studies as Purchaser and/or deems necessary or appropriate in its sole discretion. Seller hereby permits Purchaser and its agents and hereby authorizes Purchaser and such agents, as representatives shallof the Seller, at Purchaser’s sole risk and expenseto have access to the Property (to the extent permitted under, and subject to the termsconditions of, conditions the Loan Documents) and restrictions of Paragraph 5(b) belowto communicate with Borrower, have for the right to enter upon the Property for purposes purpose 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 thereofStudies. Purchaser agrees to furnish Sellershall indemnify Seller for any and all liability suffered by Seller which was caused by Purchaser, at no expense to its agents and employees, in conducting the SellerStudies, with two (2) copies of all results, reports, drawings, etc. of which indemnification shall survive 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, title, and interest in and to such copies and the information they contain, effective upon termination of this Agreement for any reason other than Agreement. Seller will make available to Purchaser and its representatives Seller’s default hereunder. In addition, Purchaser may conduct such architectural, economic, 's books and other studies of records relating to the Loan and 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 discretionbased on the results of such Studies, that Purchaser does not wish to proceed with this transaction, Purchaser shall have the Property is not suitable for Purchaser’s intended use thereof, then Purchaser may right and option to terminate this Agreement by delivery of upon written notice thereof sent to Seller on or before prior to the end of the Study Period, and the Deposit, including in which case neither party shall have any interest accrued thereon, shall be refunded in its entirety to Purchaser. If Purchaser fails to timely deliver notice of termination prior further liability to the expiration of the Study Period, Purchaser shall be deemed to have accepted the condition of the Property other 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 time is of the essence with respect to its rights and obligations under this Agreement, including its right to terminate during the Study Period, and that upon failure to exercise its right to terminate during the Study Period, the Deposit shall be deemed non-refundable and shall be paid over returned to Seller in accordance with Paragraph 4(b) and the Escrow Purchaser pursuant to Section 3. Should Purchaser elect to terminate this Agreement. (b) Purchaser and Seller shall develop and jointly approve a plan to permit an orderly and comprehensive test boring analysis to be conducted at the Property by Purchaser, at Purchaser’s cost. Such plan also shall detail the extent of permissible tree removal. Subject to the provisions of such plan, (i) Purchaser shall promptly restore any damage to the Property caused by Purchaser’s tests or studies of the Property upon the occurrence of such damage, and return the Property to its prior condition, and (ii) Purchaser shall indemnify, defend and hold harmless thereafter provide Seller from and against any and all costs (including reasonable attorneys’ fees and costs), damages and liabilities, causes of action, or threats thereof, incurred by or asserted against Seller as a result of the access to or entry upon the Property by Purchaser, its agents, employees, or contractors, including, without limitation, claims for personal injury, property damage, and services rendered or materials furnished to or for the account of Purchaser. Notwithstanding anything set forth to the contrary in this Agreement, Purchaser’s restoration and indemnification obligations as set forth in this Section shall survive termination or Closing. Purchaser is expressly prohibited from conducting an environmental study of the Property beyond the scope of a Phase I environmental study without the prior written consent of Seller, unless the Phase I study indicates the possible presence of environmental issues, in which case, Purchaser shall have the right, subject to its obligations and the conditions under this Paragraph 5(a), to conduct such additional environmental studies as Purchaser deems warranted. (c) If this Agreement is terminated for any reason whatsoever, other than default by Seller hereunder, Purchaser agrees to deliver to Seller, upon request and without charge, with copies of any additional test borings, studies, engineering data, drawings, surveys, title reports, etc. reports and studies prepared by Purchaser, in connection with the Studies (with no representatives or its agents, subsequent to the date of this Agreement, and to the extent assignable, this data shall then become the property of Sellerwarranties with respect thereto). (d) Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES BY SELLER TO PURCHASER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,” (other than the special warranty of title to be included in the Deed); including specifically (without limiting the generality of the foregoing), any representation or warranty of, as to or respecting: (i) the soil conditions existing at the Property for any particular purpose or developmental potential; (ii) the presence or absence of any hazardous substances or matter in or on the Property; (iii) compliance of the Property with any applicable laws, regulations or other governmental requirements; (iv) the suitability of the Property for the Project or any other purpose and (v) the accuracy of any information provided by Seller to Purchaser (if any). Purchaser further acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price stated in this Agreement has been induced, in part, by the agreement of Purchaser to purchase the Property “as-is”.

Study Period. Purchaser shall have until 5:00 p.m. Dallas, Texas time on August 14, 2007 (a) At anytime or times until one hundred twenty (120) days after the Ratification Date of this Agreement (hereinafter the “Study Period”)) to perform a feasibility study of the Transferred Companies, Purchaser and/or its agents the Shares and representatives shallthe Property, at Purchaser’s sole risk cost and expense, including, but not limited to, review and subject to the terms, conditions and restrictions of Paragraph 5(b) 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. approval 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, title, physical and interest in environmental characteristics and to such copies and the information they contain, 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 end of the Study Period, and the Deposit, including any interest accrued thereon, shall be refunded in its entirety to Purchaser. If Purchaser fails to timely deliver notice of termination prior to the expiration of the Study Period, Purchaser shall be deemed to have accepted the condition of the Property and waived any right performance of termination absent a default by Seller marketing and feasibility studies, structural and engineering investigations, tax returns, auditing of its obligation to deliver good books and marketable title at Closing. Purchaser recognizes that time is records of the essence with respect Property, financial analyses and verification of existing zoning. Seller agrees to provide Purchaser and its agents and representatives, upon at least twenty-four (24) hours advance written notice, reasonable access to the Property during normal business hours, subject to the rights and obligations under this Agreement, including its right to terminate during the Study Periodof tenants, and that upon failure to exercise its right all books, records, files, financial data, leases and contracts relating to terminate during the Study PeriodProperty (except financial projections, the Deposit shall be deemed non-refundable budgets, appraisals, and shall be paid over to Seller in accordance with Paragraph 4(bsimilar proprietary, confidential or privileged documents, reports and records and internally prepared memoranda and reports) and to reasonably cooperate in such examinations and to cause the Escrow Agreement. (b) Purchaser and Seller shall develop and jointly approve a plan property manager to permit an orderly and comprehensive test boring analysis to be conducted at reasonably cooperate in such examinations following the Property by PurchaserEffective Date for the purpose of performing, at Purchaser’s cost. Such plan also sole cost and expense, the above-referenced studies, physical inspections, investigations and tests on the Property (collectively, the “Tests”), provided that no such tests shall detail the extent of permissible tree removal. Subject to the provisions of such plan, be conducted without (i) Purchaser shall promptly restore any damage at least one (1) business day prior written notice to the Property caused by Purchaser’s tests or studies of the Property upon the occurrence of such damage, and return the Property to its prior condition, Seller and (ii) if any such Tests are invasive, Seller’s prior written approval of such Tests in its sole discretion. Notwithstanding anything herein to the contrary, Purchaser shall not need Seller’s consent to conduct non-invasive and Phase I environmental studies. Purchaser shall be required to conduct such Tests in a manner as to not unreasonably disturb or interfere with the current use of the Property. Upon completion of such Tests, Purchaser agrees at its sole cost to promptly restore the Property to the condition it was in immediately prior to such Tests, including, but not limited to, the prompt removal of anything placed on the Property in connection with such Tests. Purchaser shall have the right to interview tenants; provided, however, Seller shall have the right to have a representative of Seller present at all times while Purchaser is meeting with any tenant. Prior to Purchaser’s entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain (and shall deliver to Seller evidence thereof), at Purchaser’s sole cost and expense, general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of at least Two Million and No/100 Dollars ($2,000,000.00) combined single limit for personal injury and property damage per representation, occurrence, such policies to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, representatives, employees or contractors in connection with such inspections and tests. Purchaser shall indemnify, defend (with counsel reasonably satisfactory to Seller), protect, and hold Seller and the Transferred Companies and their respective agents, servants, attorneys, officers, partners, shareholders, consultants, contractors, directors, tenants, members, representatives and employees (collectively, the “Owner Parties”) harmless Seller from and against any and all costs (including reasonable attorneys’ fees and costs)liability, damages and liabilitiesloss, causes of actioncost, expense, claim, damage, or threats thereof, incurred by or asserted against Seller as a result of the access to or entry upon the Property by Purchaser, its agents, employees, or contractors, expense (including, without limitation, claims for personal injurymechanic’s and materialmen’s liens and reasonable attorney’s fees and costs) of any kind or nature whatsoever which any of the Owner Parties may sustain or incur by reason of or in connection with any Tests made by Purchaser, property damageor any of its employees, and services rendered consultants, engineers, agents, representatives or materials furnished contractors (collectively, the “Purchaser’s Designees”) relating to or for in connection with the account Property, or entries by any of Purchaser’s Designees onto the Property or during the conduct of any of the feasibility studies whether such Tests, entries or studies were made before or after the date of this Agreement. Notwithstanding anything set forth any provision to the contrary in this Agreement, Purchaser’s restoration and indemnification the indemnity obligations as set forth in of Purchaser under this Section Agreement shall survive any termination or Closing. Purchaser is expressly prohibited from conducting an environmental study of the Property beyond the scope of a Phase I environmental study without the prior written consent of Seller, unless the Phase I study indicates the possible presence of environmental issues, in which case, Purchaser shall have the right, subject to its obligations and the conditions under this Paragraph 5(a), to conduct such additional environmental studies as Purchaser deems warranted. (c) If this Agreement is terminated for any reason whatsoever, other than default by Seller hereunder, Purchaser agrees to deliver to Seller, upon request and without charge, copies of any additional test borings, studies, engineering data, drawings, surveys, title reports, etc. prepared by Purchaser, or its agents, subsequent to the date of this Agreement, and to the extent assignable, this data shall then become the property of SellerClosing. (d) Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES BY SELLER TO PURCHASER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,” (other than the special warranty of title to be included in the Deed); including specifically (without limiting the generality of the foregoing), any representation or warranty of, as to or respecting: (i) the soil conditions existing at the Property for any particular purpose or developmental potential; (ii) the presence or absence of any hazardous substances or matter in or on the Property; (iii) compliance of the Property with any applicable laws, regulations or other governmental requirements; (iv) the suitability of the Property for the Project or any other purpose and (v) the accuracy of any information provided by Seller to Purchaser (if any). Purchaser further acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price stated in this Agreement has been induced, in part, by the agreement of Purchaser to purchase the Property “as-is”.

Study Period. (aPurchaser shall have the right to perform such examinations, tests, investigations and studies of the Property as Purchaser reasonably deems advisable, subject to the terms of the Inspection Agreement, including, without limitation Section 2(f) At anytime or times until one hundred twenty (120of the Inspection Agreement, the terms of which are hereby incorporated by reference and which shall remain in full force and effect notwithstanding the second sentence of Section 2(b) days after of the Ratification Date Inspection Agreement. If, in Purchaser’s sole, absolute and unreviewable discretion, Purchaser elects to proceed with the purchase of the Property, then Purchaser shall notify Seller of its intent to proceed with this transaction in accordance with and subject to the terms of this Agreement; provided, however, if, prior to the expiration of the time period between date of the Inspection Agreement and 5:00 p.m., San Francisco, California time on October 6, 2025 (hereinafter the “Study Period”), Purchaser and/or does not provide written notice to Seller and Escrow Agent that it has determined, in its agents sole, absolute and representatives shallunreviewable discretion, at to waive its due diligence contingency and proceed to Closing, this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Purchaser provides written notice of its waiver of the due diligence contingency prior to the expiration of the Study Period, the Deposit shall become non-refundable except as otherwise expressly provided herein. Notwithstanding anything to the contrary set forth in the Inspection Agreement, the parties agree that the Inspection Agreement shall remain in effect and shall govern Purchaser’s sole risk rights, responsibilities and expense, and subject to the terms, conditions and restrictions of Paragraph 5(b) below, have the right to enter upon obligations in connection with Purchaser’s access onto 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 through 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. earlier 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, title, and interest in and to such copies and the information they contain, effective upon termination of this Agreement for or the Closing Date. 46482347v.15 |US-DOCS\163655107.9|| (a) Purchaser acknowledges that Purchaser has (i) received a title insurance commitment issued by the Title Company covering the Real Property (the “Title Commitment”) and (ii) ordered an updated survey of the Real Property (the “Survey”). Within ten (10) days prior to the expiration of the Study Period, Purchaser shall notify Seller of any reason other matters shown on such Survey (or any update to the Survey) or identified in the Title Commitment that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of Must-Cure 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 in a manner reasonably acceptable to Purchaser, such Must-Cure Title Encumbrances (individually and collectively, a “Must-Cure Encumbrance Release”). For such purposes, Seller may use all or a portion of the Purchase Price to effectuate a Must-Cure Encumbrance Release with respect to any such Must-Cure 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. Seller may notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections (“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 determinesResponse Period”) whether Seller, in its sole discretion, that the Property is not suitable for agrees to attempt to cure any of such Purchaser’s intended Objections (“Seller’s Response”). If Seller agrees in Seller’s Response to attempt to cure any of such Purchaser’s Objections, Seller shall use thereof, then Purchaser may terminate this Agreement by delivery good faith efforts (without the obligation to expend any money or incur any liability except with regards to the release of written notice thereof Must-Cure Encumbrances which Seller shall cause to be released) to cure such Purchaser’s Objections which Seller has agreed to attempt to cure on or before the end Closing Date to the reasonable satisfaction of Purchaser. If Seller is unable to cure such Purchaser’s Objections by the Closing Date, Purchaser shall, on the Closing Date, elect (1) to waive such Purchaser’s Objections without any abatement in the Purchase Price, or (2) to terminate this Agreement in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Seller does not provide Seller’s Response to Purchaser within Seller’s Response Period, Seller shall be deemed to have elected not to attempt to cure Purchaser’s Objections. If Seller elects in Seller’s Response not to attempt to cure all or any number of Purchaser’s Objections or if Seller is deemed to have elected not to attempt to cure Purchaser’s Objections pursuant to the preceding sentence, prior to the expiration of the Study Period, Purchaser shall elect (1) to waive any Purchaser’s Objections which Seller has elected or is deemed to have elected not to attempt to cure (other than Must-Cure Title Encumbrances which will be covered by a Must-Cure Encumbrance Release at Closing) without any abatement in the Purchase Price, or (2) to terminate this Agreement in which case the Deposit shall be promptly returned to Purchaser and the Deposit, including any interest accrued thereon, parties hereto shall be refunded in its entirety released from all further obligations hereunder, except those which expressly survive a termination of this Agreement. In the event Purchaser does not provide to Purchaser. If Purchaser fails to timely deliver Seller notice of termination Purchaser’s election under the preceding sentence prior to the expiration of the Study Period, Purchaser shall be deemed to have accepted the condition elected clause (1) of the Property and waived any right of termination absent a default by Seller of its obligation to deliver good and marketable title at Closingpreceding sentence. Purchaser recognizes that time is of the essence with respect to its rights and obligations under this AgreementExcept as otherwise provided herein, including its right to terminate during the Study Period, and that upon failure to exercise its right to terminate during the Study Period, the Deposit shall be deemed non-refundable and shall be paid over to Seller in accordance with Paragraph 4(b) and the Escrow Agreement. (b) Purchaser and Seller shall develop and jointly approve a plan to permit an orderly and comprehensive test boring analysis to be conducted at the Property by Purchasernot, at Purchaser’s cost. Such plan also shall detail the extent of permissible tree removal. Subject to the provisions of such plan, (i) Purchaser shall promptly restore any damage to the Property caused by Purchaser’s tests or studies of the Property upon the occurrence of such damage, and return the Property to its prior condition, and (ii) Purchaser shall indemnify, defend and hold harmless Seller from and against any and all costs (including reasonable attorneys’ fees and costs), damages and liabilities, causes of action, or threats thereof, incurred by or asserted against Seller as a result of the access to or entry upon the Property by Purchaser, its agents, employees, or contractors, including, without limitation, claims for personal injury, property damage, and services rendered or materials furnished to or for the account of Purchaser. Notwithstanding anything set forth to the contrary in this Agreement, Purchaser’s restoration and indemnification obligations as set forth in this Section shall survive termination or Closing. Purchaser is expressly prohibited from conducting an environmental study of the Property beyond the scope of a Phase I environmental study without the prior written consent of Seller, unless the Phase I study indicates the possible presence of environmental issues, in which case, Purchaser shall have the right, subject to its obligations and the conditions under this Paragraph 5(a), to conduct such additional environmental studies as Purchaser deems warranted. (c) If this Agreement is terminated for any reason whatsoever, other than default by Seller hereunder, Purchaser agrees to deliver to Seller, upon request and without charge, copies of any additional test borings, studies, engineering data, drawings, surveys, title reports, etc. prepared by Purchaser, or its agents, subsequent to after the date of this Agreement, 46482347v.15 |US-DOCS\163655107.9|| 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; provided that it shall not be considered unreasonable for Purchaser to withhold consent to any lien, encumbrance, covenant, condition, restriction, easement, title matter or zoning change which may have an adverse effect on the Property or the business conducted thereon. All title matters revealed by the Title Commitment and Survey (or any update to the extent assignable, this data shall then become the property of Seller. (dSurvey) Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability which are not objected to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES BY SELLER TO PURCHASER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,” as provided above (other than the special warranty of title to Must-Cure Title Encumbrances which will be included in the Deed); including specifically (without limiting the generality of the foregoingcovered by a Must-Cure Encumbrance Release at Closing), any representation or warranty ofwhich are waived or deemed waived by Purchaser as provided above, as to or respecting: (i) the soil conditions existing at the Property for any particular purpose or developmental potential; (ii) the presence or absence of any hazardous substances or matter in or on the Property; (iii) compliance of the Property with any applicable laws, regulations or other governmental requirements; (iv) the suitability of the Property for the Project or any other purpose and (v) the accuracy of any information provided by Seller to Purchaser (if any). Purchaser further acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price stated in this Agreement has been induced, in part, by the agreement of Purchaser to purchase the Property “as-is”shall all be deemed Permitted Title Exceptions.

Study Period. 4.1 Subject to the terms of this Agreement, Purchaser may, during the Study Period, elect to perform or have performed, at its expense, such studies, inspections and investigations of the Property as Purchaser deems desirable, including without limitation: (a) At anytime or times until one hundred twenty (120) days after the Ratification Date physical condition and state of this Agreement (hereinafter repair of the “Study Period”)Property, Purchaser and/or its agents including structural inspections of the improvements to the Property and representatives shallinspections of all heating, at Purchaser’s sole risk and expenseventilating, air-conditioning, mechanical, electrical, plumbing, and subject related systems at the Property; (b) surveys, environmental studies, soil studies, and zoning studies; and (c) such other matters relating to the termsProperty as Purchaser deems appropriate. In connection with such studies, conditions inspections and restrictions of Paragraph 5(b) belowinvestigations, Purchaser, and its representatives, agents, and employees, shall have the right to enter upon take reasonable samples of the Property’s soil. No invasive or destructive tests (including, without limitation, “Phase II” environmental testing, destructive tests for mold and radon, boring, drilling and sampling of soils, air quality or water) shall be conducted without Seller’s consent, which may be withheld in Seller’s sole discretion. Purchaser shall use commercially-reasonable efforts to minimize damage to the Property for purposes and shall not unreasonably interfere with the Existing Tenants (as defined in Section 6.1) or Seller’s operation of the Property in conducting such surveys studies, inspections and engineering testsinvestigations. Subject to the rights of the Existing Tenants, including test boringsSeller hereby grant to Purchaser, inspectionsand Purchaser’s representatives, agents, and employees, access to the Property during the Study Period between the hours of 9 AM and 5 PM on Monday through Friday after no less than 24 hours prior notice to Seller to permit the proper performance of such studies, inspections and investigations, and/or studies as provided that, at Seller’s option: (i) Purchaser deems necessary and each of its representatives or desirable in order to determine whether the Property contractors is suitable for accompanied by Seller or Seller’s representative, agent or employee; and (ii) Purchaser’s intended use thereofstudies, inspections and investigations shall be performed in accordance with Purchaser’s schedule approved by Seller. Seller shall make a representative, agent or employee of Seller available to Purchaser at no cost to Purchaser in connection with the preceding sentence at reasonable times prior to Settlement upon reasonable prior notice. Purchaser agrees shall not contact any of the Existing Tenants or Seller’s property management staff without first providing a representative of Seller the opportunity to furnish Seller, at no expense be present. 4.2 Notwithstanding anything to the Sellercontrary contained in this Agreement, with two (2) copies the following obligations 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, title, and interest in and to such copies and survive the information they contain, effective upon expiration or termination of this Agreement for any reason other than Seller(collectively, “Purchaser’s default hereunder. In additionSurviving Obligations”) for a period expiring on the earlier to occur of (i) December 1, Purchaser may conduct such architectural, economic, 2016 and other studies of (ii) 9 months following 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. Closing Date: 4.2.1 In the event that this Agreement is terminated by either Purchaser determinesor Seller pursuant to the terms hereof, or in its sole discretion, that the Property is event Settlement does not suitable occur hereunder for Purchaser’s intended use thereofany reason, then Purchaser may terminate this Agreement by delivery of written notice thereof to Seller on or before the end of the Study Period, and the Deposit, including any interest accrued thereon, shall be refunded in its entirety to Purchaser. If Purchaser fails to timely deliver notice of termination prior to the expiration of the Study 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 time is of the essence with respect to its rights and obligations under this Agreement, including its right to terminate during the Study Period, and that upon failure to exercise its right to terminate during the Study Period, the Deposit shall be deemed non-refundable and shall be paid over to Seller in accordance with Paragraph 4(b) and the Escrow Agreement. (b) Purchaser and Seller shall develop and jointly approve a plan to permit an orderly and comprehensive test boring analysis to be conducted at the Property by Purchaser, at Purchaser’s cost. Such plan also shall detail the extent of permissible tree removal. Subject to the provisions of such plan, (i) Purchaser shall promptly restore any damage to the Property caused by Purchaser’s tests or studies of the Property upon (except to the occurrence extent such damage results from a pre-existing condition or the gross negligence or willful misconduct of such damageSeller or its directors, and partners, officers, employees, agents or consultants), in order to return the Property to its substantially the same condition prior conditionto such studies and investigations, and (ii) at its own expense, cause all testing materials, soil samples (subject to the foregoing provisions of this Section 4.2), water samples, and any materials, soil, water or other matters that were disturbed, dug up or left at the Property (including any contaminated materials) to be removed from the Property and disposed of in accordance with applicable law, (iii) either destroy or deliver to Seller Purchaser’s copies of the Study Period Materials (as hereinafter defined) and, (iv) if Seller so requests in writing (which may be by email), Purchaser shall deliver to Seller, a copy of all third-party reports, studies and investigations undertaken on behalf of Purchaser with respect to the Property (the “Third Party Reports”), “as is” without representation or warranty from Purchaser as to accuracy or completeness; provided, however, that Purchaser shall only be obligated to deliver the Third Party Reports to Seller in the event Seller reimburses Purchaser for all of its out-of-pocket costs related to the Third Party Reports and the applicable vendors agree to release such Third Party Reports to Seller; 4.2.2 Purchaser shall indemnify, defend and hold harmless Seller from and against any and all costs (including reasonable attorneys’ fees and costs), damages and liabilities, causes of action, or threats thereof, incurred by or asserted against Seller as a result of tests or studies conducted by or on behalf of Purchaser, or as a result of the access to or entry upon the Property by Purchaser, Purchaser or its agents, employees, or contractors, including, including without limitation, claims for personal injury, property damage, and services rendered or materials furnished to or for the account of Purchaser. Notwithstanding anything set forth to the contrary in this Agreement, Purchaser’s restoration but specifically excluding any costs, damages, liabilities and indemnification obligations as set forth in this Section shall survive termination or Closing. Purchaser is expressly prohibited from conducting an environmental study causes of the Property beyond the scope of a Phase I environmental study without the prior written consent of Seller, unless the Phase I study indicates the possible presence of environmental issues, in which case, Purchaser shall have the right, subject to its obligations and the conditions under this Paragraph 5(a), to conduct such additional environmental studies as Purchaser deems warranted. (c) If this Agreement is terminated for any reason whatsoever, other than default action incurred by Seller hereunder, Purchaser agrees to deliver to Seller, upon request and without charge, copies as a result of any additional test borings, studies, engineering data, drawings, surveys, title reports, etc. prepared by Purchaser, or its agents, subsequent to the date of this Agreement, and to the extent assignable, this data shall then become the property of Seller. (d) Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES BY SELLER TO PURCHASER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,” (other than the special warranty of title to be included in the Deed); including specifically (without limiting the generality of the foregoing), any representation or warranty of, as to or respecting: (i) the soil conditions mere discovery of any pre-existing at condition on the Property for any particular purpose Property, or developmental potential; (ii) the presence gross negligence or absence willful misconduct of any hazardous substances Seller or matter its directors, partners, officers, employees, agents or consultants; and 4.2.3 Purchaser shall perform its own obligations set forth in or on Sections 13.1 and 14.15. If Purchaser fails to comply with the provisions of Sections 4.2.1 and/or 4.2.2 of Purchaser’s Surviving Obligations, Seller may undertake such matters at Purchaser’s expense after providing Purchaser with written notice thereof and a reasonable opportunity to perform, and Purchaser shall promptly reimburse Seller for the costs so incurred by Seller in undertaking such actions. 4.3 Prior to accessing the Property; , Purchaser shall deliver to Seller evidence reasonably satisfactory to Seller that Purchaser has obtained comprehensive general liability insurance with limits of no less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, insuring all activity and conduct of Purchaser or Purchaser’s agents (as applicable) while exercising the right of entry provided for in this Agreement. Such insurance shall be written on an occurrence basis. Any policy maintained by Purchaser or Purchaser’s agents shall (i) insure the contractual liability of Purchaser covering Seller, (ii) name Seller (and its successors and assigns), and ▇▇▇▇▇ Enterprises, Inc. as additional insureds, (iii) compliance of the Property with any applicable laws, regulations or other governmental requirementscontain a cross-liability provision; (iv) contain a provision that the suitability of the Property for the Project or insurance provided by Purchaser hereunder shall be primary and noncontributing with any other purpose insurance available to Seller, and (v) the accuracy be in form and substance adequate to insure against all liability of Purchaser and Purchaser’s agents arising out of any information provided by Seller to Purchaser (if any). Purchaser further acknowledges that Seller’s willingness to sell entry or inspections of the Property pursuant to Purchaser this Agreement. 4.4 The term “Study Period” shall mean the period that expires at 5:00 p.m. Central Time on January 14, 2016 (the Purchase Price stated in this Agreement has been induced, in part, by the agreement of Purchaser to purchase the Property “as-isStudy Period”).