Common use of Study Period Clause in Contracts

Study Period. (a) Purchaser shall have a period commencing on the Effective Date and expiring at 6:00 p.m. (Eastern time) on February 28, 2020 (the “Study Period”) in which to perform its due diligence inspections, investigations, examinations, tests, studies and assessments with respect to all matters pertaining to the Property. Before the expiration of the Study Period, Purchaser shall deliver to Seller written notice of Purchaser’s election, in its sole and 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, Purchaser delivers neither the Notice to Proceed nor the Termination Notice, then Purchaser shall be deemed to have delivered the Termination Notice as of the expiration of the Study Period. If Purchaser delivers the Notice to Proceed, then Purchaser shall be deemed to have waived any further right to terminate this Agreement in accordance with this paragraph and this Agreement shall continue 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 of no further force or effect and Seller and Purchaser shall be released from further obligation and liability under this Agreement, at law and in equity. (b) To the extent not previously provided to Purchaser and to the extent in the possession or control of Seller or its agents, Seller shall deliver or make available to Purchaser, within one (1) Business Day after the Effective Date, a copy of all reports, tests, studies, surveys, plats, plans, documents, materials and information relating to the Property (collectively, the “Property Materials”) at no cost to Purchaser. Additionally, Seller shall comply promptly and in good faith with any reasonable request by Purchaser from time to time during the term of this Agreement for any updates to the Property Materials or any other information, documents or materials in the possession or control of Seller or its property manager that reasonably pertain to the Property but were not included in the Property Materials. At Settlement, Seller shall assign to Purchaser (to the extent assignable) all of Seller’s rights in, to and under the Property Materials at no cost to Purchaser. (c) For so long as this Agreement is in effect, Purchaser (and its employees, contractors, agents, representatives, investors and lenders) may enter upon the Property and cause such inspections, investigations, assessments, tests and studies (including engineering, environmental, soils, financing, economic feasibility and market analyses) with respect to the Property to be performed as Purchaser deems appropriate (collectively, the “Studies”). The Studies shall not nullify or limit, or be deemed to diminish Purchaser’s right to rely upon the accuracy and completeness of, Seller’s representations and warranties set forth in Section 5(a). Purchaser, at its sole expense, shall restore the Property to substantially the same condition existing immediately before the Studies. Purchaser shall indemnify and hold harmless Seller against any liability that Seller incurs caused by Purchaser’s entry and activities upon the Property (excluding the mere discovery of any pre-existing conditions that Purchaser did not exacerbate), however Purchaser shall not be liable for any punitive, special, indirect, consequential or incidental damages.

Study Period. (a) Purchaser shall have SELLER and PURCHASER hereby acknowledge that as of the Effective Date, PURCHASER has not yet had an opportunity to complete its required due diligence and fully review and evaluate this transaction. For a period commencing on of twenty one (21) days following the Effective Date and expiring at 6:00 p.m. (Eastern time) on February 28, 2020 (the “"Study Period”) in which "), PURCHASER shall have the right to perform enter upon the PROPERTY and to perform, at its expense, boring tests, engineering, topographic, environmental, survey and marketing tests or any other studies, tests and due diligence inspectionsas PURCHASER elects, investigationsincluding, examinationswithout limitation, teststhe following: (i) review of title work, studies Permitted Exceptions, the PROPERTY, legal description, ingress and assessments with respect to egress, all matters pertaining recorded easements and restrictions and the ALTA survey; (ii) inspection of the PROPERTY, (iii) confirming that all necessary site plan and other land use approvals have been issued by all governmental entities having jurisdiction over the PROPERTY and that the PROPERTY is appropriately zoned for PURCHASER'S intended use, (iv) the Phase I Environmental Site Assessment; and (v) any wetlands permits applicable to the PropertyPROPERTY. Before Notwithstanding anything contained in this Section 16 to the contrary, PURCHASER shall have at least five (5) business days to review the title commitment, the ALTA survey, and the Phase I Environmental Site Assessment, and the parties agree that the Study Period shall be extended, as necessary (the "Study Period Extension") to permit PURCHASER the full 5 business days to review and evaluate such information that is required to be provided during the Study Period. Any test, examinations or inspections of the PROPERTY by PURCHASER and all costs and expenses in connection with PURCHASER'S inspection of the PROPERTY shall be at the sole cost of PURCHASER (except as otherwise provided in this Agreement). Upon completion of any such inspection, examination, or test, PURCHASER shall restore any damage to the PROPERTY caused by Buyer's inspection. PURCHASER hereby indemnifies and holds SELLER harmless from all loss, cost or expense, including, but not limited to, attorneys' fees and court costs resulting from PURCHASER'S inspections in connection with the PROPERTY. If prior to the expiration of the Study PeriodPeriod or the Study Period Extension, Purchaser shall deliver to Seller written notice of Purchaser’s electionPURCHASER determines, in its sole and absolute discretion discretion, and for any reason or no reasonreason whatsoever, either (i) that PURCHASER does not desire to proceed with purchase the transactions contemplated by this Agreement (PROPERTY, then PURCHASER shall have the “Notice right to Proceed”) or (ii) give written notice to SELLER electing to terminate this Agreement (Agreement, provided such notice is delivered to SELLER prior to 5:00 p.m. EST of the “Termination Notice”). If, before the expiration last day of the Study Period, Purchaser delivers neither the Notice to Proceed nor the Termination Notice, then Purchaser shall be deemed to have delivered the Termination Notice as of the expiration of Period or the Study PeriodPeriod Extension, whichever is later. If Purchaser delivers In the Notice event such notice of termination is delivered, then, the Title Insurer will deliver to Proceed, then Purchaser shall be deemed to have waived any further right to terminate this Agreement in accordance with this paragraph and this Agreement shall continue in full force and effect; if Purchaser delivers (or is deemed to have delivered) PURCHASER the Termination Notice, then Escrow Agent promptly shall refund the Deposit to PurchaserDeposit, and thereafter this Agreement shall terminate and be of no further force or effect and Seller and Purchaser the parties shall be released from all further obligation and liability obligations each to the other under this Agreement, at law and in equity. (b) To . In the extent event that the PURCHASER does not previously provided to Purchaser and to the extent in the possession or control of Seller or its agents, Seller shall deliver or make available to Purchaser, within one (1) Business Day after the Effective Date, a copy of all reports, tests, studies, surveys, plats, plans, documents, materials and information relating to the Property (collectively, the “Property Materials”) at no cost to Purchaser. Additionally, Seller shall comply promptly and in good faith with any reasonable request by Purchaser from time to time during the term of terminate this Agreement for any updates to the Property Materials or any other information, documents or materials in the possession or control of Seller or its property manager that reasonably pertain to the Property but were not included in the Property Materials. At Settlement, Seller shall assign to Purchaser (to the extent assignable) all of Seller’s rights in, to and under the Property Materials at no cost to Purchaser. (c) For so long as this Agreement is in effect, Purchaser (and its employees, contractors, agents, representatives, investors and lenders) may enter upon the Property and cause such inspections, investigations, assessments, tests and studies (including engineering, environmental, soils, financing, economic feasibility and market analyses) with respect to the Property to be performed as Purchaser deems appropriate (collectively, the “Studies”). The Studies shall not nullify or limit, or be deemed to diminish Purchaser’s right to rely upon the accuracy and completeness of, Seller’s representations and warranties set forth in this Section 5(a). Purchaser16, at its sole expense, then the contingency set forth in this Section 16 shall restore the Property to substantially the same condition existing immediately before the Studies. Purchaser shall indemnify and hold harmless Seller against any liability that Seller incurs caused be deemed satisfied or waived by Purchaser’s entry and activities upon the Property (excluding the mere discovery of any pre-existing conditions that Purchaser did not exacerbate), however Purchaser shall not be liable for any punitive, special, indirect, consequential or incidental damagesPURCHASER.

Study Period. The Purchaser shall have the Study Period to physically inspect the Properties, review the economic data relating to the Assets, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Properties for the presence of Hazardous Materials and compliance with laws, investigate development potential of the Properties, conduct title examinations and lien searches relating to the Assets, the Securities and the Properties, obtain surveys of the Real Properties, review the Lease Documents and the Loan Documents, review the Organizational Documents and other corporate/organizational records relating to the Subsidiaries, review the financial records of the Subsidiaries, review of the Estoppel Certificates and to otherwise conduct any such due diligence review of the Assets, the Subsidiaries and the Properties and all records and other materials related thereto as the Purchaser, in its absolute discretion, deems appropriate. If, between the date of this Agreement and the end of the Study Period, the Purchaser shall, for any reason, or for no reason, in the Purchaser's sole discretion, determine that it does not wish to purchase the Assets, the Purchaser shall be entitled to terminate this Agreement by giving written notice of such termination prior to 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period (the "Termination Notice") and thereupon, except for matters specifically surviving the termination of this Agreement and any breach of representations and warranties contained herein, the Meditrust Entities and the Purchaser shall have no further obligations or liabilities to each other hereunder. If the Purchaser does not elect to terminate this Agreement in accordance with the provisions of the foregoing sentence, the Purchaser shall deliver the Deposit to the Escrow Agent prior to 5:00 P.M. East Coast time on the fourth (4th) Business Day following the expiration of the Study Period. The Purchaser shall have until 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period to give the Sellers a written notice (the "Title Objection Notice") that sets forth in reasonable detail (a) any objections that the Purchaser has to any title or survey matters affecting any Leased Property that (i) would materially and adversely interfere with the use of such Leased Property (as it is currently being used), (ii) were not disclosed in any of the Existing Title Policies or, if disclosed, the affirmative coverages or endorsements set forth in the Existing Title Policies are not available from the Title Company, (iii) were not disclosed in any of the Existing Title Policies and affirmative coverages and/or endorsements reasonably acceptable to the Purchaser are not available from the Title Company and (iv) do not constitute a Meditrust Mortgage or a Mechanics' Lien or (b) that any of the Encumbrances created by any of the Lease Documents and/or any of the Loan Documents is not perfected (the matters described in the Title Objection Notice shall be referred to collectively as the "Purchaser Title Objections"). The Sellers shall use their best efforts to cure the Purchaser Title Objections as soon as possible prior to the Closing Date, but in no event shall the Sellers be required to expend in excess of TEN MILLION DOLLARS ($10,000,000) in the aggregate to cure the Purchaser Title Objections; PROVIDED, HOWEVER, the provisions of this paragraph shall not limit the Meditrust Entities' obligations under Section 3.3 (h). A Purchaser Title Objection described in the foregoing clause (a) shall be deemed to be cured if such Purchaser Title Objection is (X) released of record or the applicable Encumbrance is perfected and (y) a bond is posted by the Meditrust Parties, an indemnity is given to the Title Company by the Meditrust Parties and/or escrow arrangements satisfactory to the Title Company are made by the Meditrust Parties (and such actions result in the issuance of title insurance coverage reasonably acceptable to the Purchaser). Notwithstanding anything to the contrary set forth herein, at the option of the Sellers (exercisable at any time prior to the Closing), the Sellers may elect not to cure the Purchaser Title Objections and in such event (1) each Facility affected by any Purchaser Title Objection that is not cured shall be deemed to be a Rejected Facility in accordance with Section 10.2 hereof, (2) the Purchaser shall have a period commencing on the Effective Date and expiring at 6:00 p.m. (Eastern time) on February 28, 2020 (the “Study Period”) in which to perform its due diligence inspections, investigations, examinations, tests, studies and assessments no further obligations or liabilities with respect to all matters pertaining such Rejected Facility (and the Property relating thereto) hereunder, (3) on or prior to the PropertyClosing Date the applicable Subsidiary that owns such Rejected Facility shall transfer such Rejected Facility to another entity owned or controlled by Meditrust other than any Subsidiary and (4) the Purchaser shall be entitled to a credit toward the Purchase Price in accordance with the provisions of Section 10.2 hereof. Before In the event that such Termination Notice is not given by the Purchaser prior to 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period, the Purchaser shall deliver to Seller written notice of Purchaser’s election, in have waived its sole and 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) right to terminate this Agreement or to require that any Facility be treated as a Rejected Facility as a consequence of (a) the “Termination Notice”). If, before the expiration physical or environmental condition of the Study Period, Purchaser delivers neither the Notice to Proceed nor the Termination Notice, then Purchaser shall be deemed to have delivered the Termination Notice Properties as they exist as of the expiration of the Study Period. If Purchaser delivers the Notice to Proceed, then Purchaser shall be deemed to have waived any further right to terminate this Agreement in accordance with this paragraph and this Agreement shall continue 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 of no further force or effect and Seller and Purchaser shall be released from further obligation and liability under this Agreement, at law and in equity. (b) To other than any Purchaser Title Objections, the extent not previously provided state of the title to Purchaser and to any Asset or any Property as it exists on the extent in the possession or control of Seller or its agents, Seller shall deliver or make available to Purchaser, within one date that is thirty (130) Business Day days after the Effective Date, a copy of all reports, tests, studies, surveys, plats, plans, documents, materials and information relating to the Property (collectively, the “Property Materials”) at no cost to Purchaser. Additionally, Seller shall comply promptly and in good faith with any reasonable request by Purchaser from time to time during the term execution of this Agreement for any updates to (the Property Materials or any other information"Title Review Date"), documents or materials in the possession or control of Seller or its property manager that reasonably pertain to the Property but were not included in the Property Materials. At Settlement, Seller shall assign to Purchaser (to the extent assignable) all of Seller’s rights in, to and under the Property Materials at no cost to Purchaser. (c) For so long as this Agreement is in effectthe Organizational Documents, Purchaser (and its employeesd) the form or substance of any Estoppel Certificate required to be delivered hereunder, contractors(e) the failure to obtain any Estoppel Certificate required to be delivered hereunder (PROVIDED, agentsHOWEVER, representatives, investors and lenders) may enter upon the Property and cause that any such inspections, investigations, assessments, tests and studies (including engineering, environmental, soils, financing, economic feasibility and market analyses) waiver with respect to the form or substance of or the failure to deliver any Estoppel Certificate shall not limit any of the Express Representations and Warranties) and/or (f) any condemnation relating to any Property as of the expiration of the Study Period (PROVIDED, THAT, to be performed as Purchaser deems appropriate (collectivelythe extent that any such condemnation occurs subsequent to the Title Review Date, the “Studies”Purchaser has received written notice of any such condemnation prior to the expiration of the Study Period). The Studies shall not nullify or limit, or be deemed Notwithstanding anything to diminish Purchaser’s right to rely upon the accuracy and completeness of, Seller’s representations and warranties contrary set forth in Section 5(a). Purchaserherein, at its sole expensebut subject to the terms of the immediately preceding paragraph, shall restore it is acknowledged and agreed that no Facility may be treated or designated as a Rejected Facility prior to the Property date of the delivery of the Deposit to substantially the same condition existing immediately before the Studies. Purchaser shall indemnify and hold harmless Seller against any liability that Seller incurs caused by Purchaser’s entry and activities upon the Property (excluding the mere discovery of any pre-existing conditions that Purchaser did not exacerbate), however Purchaser shall not be liable for any punitive, special, indirect, consequential or incidental damagesEscrow Agent.

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 a period commencing the right, until 5:00 p.m., New York, New York time on the Effective Date and expiring at 6:00 p.m. (Eastern time) on February 28, 2020 (last day of the “Study Period”) in which , and thereafter if Purchaser delivers the Go Hard Notice to perform its due diligence inspections, investigations, examinations, tests, studies and assessments with respect Seller prior to all matters pertaining to the Property. Before the expiration of the Study Period, to enter upon the Real Property upon not less than twenty-four (24) hours 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 (it being understood that Purchaser may contact Governmental Authorities as necessary in the ordinary course of obtaining a zoning report, environmental report, property condition report, lien searches, and/or bankruptcy, OFAC, UCC, and litigation searches). Purchaser shall deliver have until the expiration of the Study Period to Seller written notice of Purchaser’s election, in its sole and absolute discretion for any reason or no reason, either determine whether it (ix) elects to proceed with the transactions contemplated by this Agreement Agreement, or (y) does not wish to acquire the “Notice Property for any reason or no reason. Accordingly, if Purchaser (i) elects to Proceed”) or proceed, it shall deliver to Seller and Escrow Agent the Go Hard Notice, and (ii) elects to terminate this Agreement the transaction, it shall deliver to Seller and Escrow Agent written notice of such termination (the “Termination Notice”). If, before the expiration of the Study Periodin any case, Purchaser delivers neither the Notice on or prior to Proceed nor the Termination Notice, then Purchaser shall be deemed to have delivered the Termination Notice as of the expiration of the Study Period. If Purchaser (A) delivers a Termination Notice or (B) fails to provide either the Go Hard Notice to Proceedor the Termination Notice, in either case, on or before the expiration of the Study Period, then Purchaser shall be deemed to have waived any further right elected not to proceed and to terminate this Agreement the transaction, in accordance with this paragraph and this Agreement shall continue in full force and effect; if Purchaser delivers (or is deemed to have delivered) the Termination Noticewhich case, then Escrow Agent promptly shall refund be irrevocably authorized to return the Initial Deposit to Purchaser, and thereafter this Agreement shall terminate and be of no further force or effect Purchaser and Seller and Purchaser shall be released from all further liability or obligation and liability under hereunder except those which expressly survive a termination of this Agreement. Once Purchaser delivers the Go Hard Notice to Seller on or prior to the expiration of the Study Period and the Additional Deposit to Escrow Agent in accordance with Section 2.3 hereof, at law and in equitythe Deposit shall become non-refundable except as otherwise expressly provided herein. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees, other than the general manager of the Hotel (currently, ▇▇▇▇ ▇▇▇▇▇▇), unless coordinated with Seller or Manager (or an Affiliate thereof). (b) To Within two (2) Business Days following the extent not previously provided to Purchaser Effective Date, and thereafter promptly following Purchaser’s request therefor, to the extent in the Seller’s or Manager’s possession or control of otherwise reasonably obtainable by Seller or its agentsManager without additional material cost or expense, Seller shall deliver or make available (unless otherwise provided below) copies of the following to Purchaser, within one Purchaser at Seller’s expense to the extent they relate to the Hotel (items (1) Business Day after – (15) shall be referred to herein as the Effective Date, a copy “Submission Matters”): (1) Copies of all reportsOccupancy Agreements in effect as of the date of this Agreement. (2) Copies of all Authorizations including, testswithout limitation, studiesall certificates of occupancy, surveyszoning and any existing written confirmation of any zoning designations if any, platspermits, plansauthorizations, documentsapprovals, materials liquor licenses, liquor license applications and information licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) Copies of all Operating Agreements and Leased Property Agreements. (collectively4) A copy of the Collective Bargaining Agreement. (5) Financial and operating statements for the Property, for the “shorter of (x) the previous five (5) calendar years and the year to date, or (y) the period Seller has owned the Property. (6) The operating and capital expenditure budget for the Property Materials”for the shorter of (x) the current calendar year and for the previous three (3) calendar years, and (y) the period Seller has owned the Property. (7) Copies of all Warranties and Guaranties (available at no cost to Purchaser. Additionallythe Property). (8) Copies of Seller’s most recently procured environmental site assessments, Seller shall comply promptly and in good faith with any reasonable request by Purchaser from time to time during the term of this Agreement for any updates soil tests and/or other environmental tests, audits, studies or reports related to the Property Materials or any other information, documents or materials in the possession or control of prepared for Seller or its property manager that reasonably pertain Manager. (9) Copies of Seller’s most recently procured zoning reports related to the Property but were not included in the Property Materials. At Settlement, prepared for Seller shall assign to Purchaser or Manager. (to the extent assignable10) all Copies of Seller’s rights inmost recently procured property condition reports, to and under the Property Materials at no cost to Purchaserparking, structural, mechanical, plumbing, electrical or other engineering reports. (c11) For so long as this Agreement is in effect, Purchaser Copies of Seller’s most recent title insurance policy (“Seller’s Title Policy”) and its employees, contractors, agents, representatives, investors survey covering the Real Property (the “Survey”). (12) All real estate and lenders) may enter upon the Property and cause such inspections, investigations, assessments, tests and studies (including engineering, environmental, soils, financing, economic feasibility and market analyses) personal property tax statements with respect to the Property for the shorter of (x) the previous three (3) calendar years and the year to be performed as Purchaser deems appropriate (collectively, the “Studies”). The Studies shall not nullify or limitdate, or be deemed (y) the period Seller has owned the Property. (13) All notices of violations received from Governmental Authorities in the past 12 months in connection with the Property, which notices relate to diminish Purchaser’s right to rely upon the accuracy and completeness of, Seller’s representations and warranties set forth in Section 5(a). Purchaser, at its sole expense, shall restore the Property to substantially the same condition existing immediately before the Studies. Purchaser shall indemnify and hold harmless Seller against any liability that Seller incurs caused by Purchaser’s entry and activities upon the Property (excluding the mere discovery of any pre-existing conditions that Purchaser did violations which have not exacerbate), however Purchaser shall not be liable for any punitive, special, indirect, consequential or incidental damagesbeen cured.

Study Period. The Purchaser shall have the Study Period to physically inspect the Properties, review the economic data relating to the Assets, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Properties for the presence of Hazardous Materials and compliance with laws, investigate development potential of the Properties, conduct title examinations and lien searches relating to the Assets, the Securities and the Properties, obtain surveys of the Real Properties, review the Lease Documents and the Loan Documents, review the Organizational Documents and other corporate/organizational records relating to the Subsidiaries, review the financial records of the Subsidiaries, review of the Estoppel Certificates and to otherwise conduct any such due diligence review of the Assets, the Subsidiaries and the Properties and all records and other materials related thereto as the Purchaser, in its absolute discretion, deems appropriate. If, between the date of this Agreement and the end of the Study Period, the Purchaser shall, for any reason, or for no reason, in the Purchaser's sole discretion, determine that it does not wish to purchase the Assets, the Purchaser shall be entitled to terminate this Agreement by giving written notice of such termination prior to 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period (the "Termination Notice") and thereupon, except for matters specifically surviving the termination of this Agreement and any breach of representations and warranties contained herein, the Meditrust Entities and the Purchaser shall have no further obligations or liabilities to each other hereunder. If the Purchaser does not elect to terminate this Agreement in accordance with the provisions of the foregoing sentence, the Purchaser shall deliver the Deposit to the Escrow Agent prior to 5:00 P.M. East Coast time on the fourth (4th) Business Day following the expiration of the Study Period. The Purchaser shall have until 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period to give the Sellers a written notice (the "Title Objection Notice") that sets forth in reasonable detail (a) any objections that the Purchaser has to any title or survey matters affecting any Leased Property that (i) would materially and adversely interfere with the use of such Leased Property (as it is currently being used), (ii) were not disclosed in any of the Existing Title Policies or, if disclosed, the affirmative coverages or endorsements set forth in the Existing Title Policies are not available from the Title Company, (iii) were not disclosed in any of the Existing Title Policies and affirmative coverages and/or endorsements reasonably acceptable to the Purchaser are not available from the Title Company and (iv) do not constitute a Meditrust Mortgage or a Mechanics' Lien or (b) that any of the Encumbrances created by any of the Lease Documents and/or any of the Loan Documents is not perfected (the matters described in the Title Objection Notice shall be referred to collectively as the "Purchaser Title Objections"). The Sellers shall use their best efforts to cure the Purchaser Title Objections as soon as possible prior to the Closing Date, but in no event shall the Sellers be required to expend in excess of TEN MILLION DOLLARS ($10,000,000) in the aggregate to cure the Purchaser Title Objections; PROVIDED, HOWEVER, the 79 <PAGE> provisions of this paragraph shall not limit the Meditrust Entities' obligations under Section 3.3 (h). A Purchaser Title Objection described in the foregoing clause (a) shall be deemed to be cured if such Purchaser Title Objection is (X) released of record or the applicable Encumbrance is perfected and (y) a bond is posted by the Meditrust Parties, an indemnity is given to the Title Company by the Meditrust Parties and/or escrow arrangements satisfactory to the Title Company are made by the Meditrust Parties (and such actions result in the issuance of title insurance coverage reasonably acceptable to the Purchaser). Notwithstanding anything to the contrary set forth herein, at the option of the Sellers (exercisable at any time prior to the Closing), the Sellers may elect not to cure the Purchaser Title Objections and in such event (1) each Facility affected by any Purchaser Title Objection that is not cured shall be deemed to be a Rejected Facility in accordance with Section 10.2 hereof, (2) the Purchaser shall have a period commencing on the Effective Date and expiring at 6:00 p.m. (Eastern time) on February 28, 2020 (the “Study Period”) in which to perform its due diligence inspections, investigations, examinations, tests, studies and assessments no further obligations or liabilities with respect to all matters pertaining such Rejected Facility (and the Property relating thereto) hereunder, (3) on or prior to the PropertyClosing Date the applicable Subsidiary that owns such Rejected Facility shall transfer such Rejected Facility to another entity owned or controlled by Meditrust other than any Subsidiary and (4) the Purchaser shall be entitled to a credit toward the Purchase Price in accordance with the provisions of Section 10.2 hereof. Before In the event that such Termination Notice is not given by the Purchaser prior to 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period, the Purchaser shall deliver to Seller written notice of Purchaser’s election, in have waived its sole and 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) right to terminate this Agreement or to require that any Facility be treated as a Rejected Facility as a consequence of (a) the “Termination Notice”). If, before the expiration physical or environmental condition of the Study Period, Purchaser delivers neither the Notice to Proceed nor the Termination Notice, then Purchaser shall be deemed to have delivered the Termination Notice Properties as they exist as of the expiration of the Study Period. If Purchaser delivers the Notice to Proceed, then Purchaser shall be deemed to have waived any further right to terminate this Agreement in accordance with this paragraph and this Agreement shall continue 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 of no further force or effect and Seller and Purchaser shall be released from further obligation and liability under this Agreement, at law and in equity. (b) To other than any Purchaser Title Objections, the extent not previously provided state of the title to Purchaser and to any Asset or any Property as it exists on the extent in the possession or control of Seller or its agents, Seller shall deliver or make available to Purchaser, within one date that is thirty (130) Business Day days after the Effective Date, a copy of all reports, tests, studies, surveys, plats, plans, documents, materials and information relating to the Property (collectively, the “Property Materials”) at no cost to Purchaser. Additionally, Seller shall comply promptly and in good faith with any reasonable request by Purchaser from time to time during the term execution of this Agreement for any updates to (the Property Materials or any other information"Title Review Date"), documents or materials in the possession or control of Seller or its property manager that reasonably pertain to the Property but were not included in the Property Materials. At Settlement, Seller shall assign to Purchaser (to the extent assignable) all of Seller’s rights in, to and under the Property Materials at no cost to Purchaser. (c) For so long as this Agreement is in effectthe Organizational Documents, Purchaser (and its employeesd) the form or substance of any Estoppel Certificate required to be delivered hereunder, contractors(e) the failure to obtain any Estoppel Certificate required to be delivered hereunder (PROVIDED, agentsHOWEVER, representatives, investors and lenders) may enter upon the Property and cause that any such inspections, investigations, assessments, tests and studies (including engineering, environmental, soils, financing, economic feasibility and market analyses) waiver with respect to the form or substance of or the failure to deliver any Estoppel Certificate shall not limit any of the Express Representations and Warranties) and/or (f) any condemnation relating to any Property as of the expiration of the Study Period (PROVIDED, THAT, to be performed as Purchaser deems appropriate (collectivelythe extent that any such condemnation occurs subsequent to the Title Review Date, the “Studies”Purchaser has received written notice of any such condemnation prior to the expiration of the Study Period). The Studies shall not nullify or limit, or be deemed Notwithstanding anything to diminish Purchaser’s right to rely upon the accuracy and completeness of, Seller’s representations and warranties contrary set forth in Section 5(a). Purchaserherein, at its sole expensebut subject to the terms of the immediately preceding paragraph, shall restore it is acknowledged and agreed that no Facility may be treated or designated as a Rejected Facility prior to the Property date of the delivery of the Deposit to substantially the same condition existing immediately before the Studies. Purchaser shall indemnify and hold harmless Seller against any liability that Seller incurs caused by Purchaser’s entry and activities upon the Property (excluding the mere discovery of any pre-existing conditions that Purchaser did not exacerbate), however Purchaser shall not be liable for any punitive, special, indirect, consequential or incidental damagesEscrow Agent.

Study Period. (a) Purchaser shall have a period commencing on the Effective Date and expiring at 6:00 p.m. (Eastern time) on February 28until July 15, 2020 2025 (the “Study Period”) in which to perform its due diligence inspectionsconduct such investigations of the Property, investigationsincluding but not limited to, examinationsthe physical and environmental conditions thereof, tests, studies as Purchaser deems necessary or desirable to satisfy itself as to the condition of the Property and assessments the existence or nonexistence or curative action to be taken with respect to all matters pertaining to any structural or hazardous or toxic substances on or discharged from the Property. Before If Purchaser fails to notify Seller in writing by 5:00 p.m. of the expiration last day of the Study Period, Purchaser shall deliver to Seller written notice Period of Purchaser’s election, in its sole and absolute discretion for any reason or no reason, either (i) to proceed with the transactions contemplated by termination of this Agreement (the “Notice to Proceed”) or (ii) to terminate this Agreement (the “Termination Notice”). If, before the expiration of the Study Period, Purchaser delivers neither the Notice to Proceed nor the Termination Notice, then Purchaser shall be deemed to have delivered the Termination Notice as of the expiration of the Study Period. If Purchaser delivers the Notice to ProceedAgreement, then Purchaser shall be deemed to have waived any further its termination right under the next sentence. If Purchaser, in its sole discretion, determines that it does not desire to acquire the Property and notifies Seller in writing by 5:00 p.m. on the last day of the Study Period of Purchaser’s election to terminate this Agreement in accordance with this paragraph and Agreement, this Agreement thereupon shall continue in full force and effect; if Purchaser delivers (or is deemed to have delivered) the Termination Noticebecome void, then Escrow Agent promptly shall refund the Deposit with accrued interest shall be returned to Purchaser, the Purchaser and thereafter this Agreement there shall terminate and be of no further force obligation or effect and Seller and Purchaser shall be released from further obligation and liability under this Agreement, at law and in equity. (b) To on either of the extent not previously provided parties hereto except for provisions stated to Purchaser and to survive termination hereof. During the extent in the possession or control of Seller or its agentsStudy Period, Seller shall deliver or make available to Purchaser, within one (1) Business Day after the Effective Date, a copy of all reports, tests, studies, surveys, plats, plans, documents, materials and information relating permit Purchaser and/or its contractors access to the Property, and so much of the Greentree Property (collectivelyas may be required to complete the studies described above, for such purposes during the “Property Materials”) at no cost Study Period. Should Seller require Purchaser to Purchaser. Additionallyenter into a right of entry agreement for such access, Seller shall comply promptly prepare same on reasonable terms and in good faith with any reasonable request by Purchaser from time to time during the term of this Agreement for any updates to the Property Materials or any other information, documents or materials in the possession or control of Seller or its property manager that reasonably pertain to the Property but were not included in the Property Materials. At Settlement, Seller shall assign provide same to Purchaser (to the extent assignable) all of Seller’s rights in, to for review and under the Property Materials at no cost to Purchaser. (c) For so long as this Agreement is in effect, Purchaser (and its employees, contractors, agents, representatives, investors and lenders) may enter upon the Property and cause such inspections, investigations, assessments, tests and studies (including engineering, environmental, soils, financing, economic feasibility and market analyses) with respect to the Property to be performed as Purchaser deems appropriate (collectively, the “Studies”). The Studies shall not nullify or limit, or be deemed to diminish Purchaser’s right to rely upon the accuracy and completeness of, Seller’s representations and warranties set forth in Section 5(a). Purchaser, at its sole expense, shall restore the Property to substantially the same condition existing immediately before the Studiesexecution. Purchaser shall indemnify and hold harmless Seller against any liability that Seller incurs and all loss, damage, and expense, including attorneys fees, caused by Purchaser’s entry and or activities upon the Greentree Property, and shall restore and repair any damage to the Greentree Property (excluding the mere discovery caused by Purchaser. These obligation shall survive any termination of any pre-existing conditions that Purchaser did not exacerbate), however Purchaser shall not be liable for any punitive, special, indirect, consequential or incidental damagesthis Agreement.