Common use of Study Period Clause in Contracts

Study Period. During the Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours and shall have the right to make such investigations, including appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph (the “Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, willful misconduct, or the mere discovery of adverse conditions on the Property, provided, however, the foregoing exclusion from the Indemnified Losses shall not include any loss, liability, claims, costs, liens or damages caused by or resulting from the exacerbation of any adverse conditions on the Property by Purchaser or its agents; and (g) without Seller’s prior written consent, which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or control. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller.

Study Period. During (a) Buyer shall have a period commencing on the Effective Date and ending at 5:00 p.m. (California Time) on the thirtieth (30th) day following the Effective Date (the “Study Period”) within which to (i) have an ALTA survey of the Property made by a surveyor or engineer, Purchaser, personally or through its authorized agent or representative, which survey shall be entitled upon reasonable advance notice subject to the final approval of Seller to enter upon which approval will not be unreasonably conditioned, withheld or delayed, (ii) conduct an inspection of the Property during normal business hours and shall have Property, including the right to make such conduct surveys, appraisal, environmental site assessments, not to exceed a Phase I without the prior written consent of Seller, flood and wetland assessments, traffic and marketing studies, engineering reviews, and for other testing, physical inspections and investigations, including appraisalszoning verification, engineering studiesand undertaking such other activities as are appropriate or desirable concerning the Property, soil tests(iii) interview ▇▇▇▇▇▇ ▇▇▇▇▇, environmental studies the Director of Operations of Owing Corning Sales, LLC, provided that Seller shall have a right to have a representative present during any such tenant interview(s), and underwriting analyses(iv) determine, as Purchaser deems necessary in Buyer’s sole opinion and discretion, the suitability of the Property for acquisition by Buyer or advisable, subject Buyers’ permitted assignee. Buyer shall provide Seller twenty-four (24) hour written notice prior to any visit to the following limitations: Real Property together with a listing of the names of all parties that will be present and their purpose for being present on the Real Property. The cost and expense of all of the aforesaid items shall be borne solely by Buyer. To the extent Seller has not done so prior to the Effective Date, Seller or Seller’s agent will, from and after the Effective Date, make available (aat reasonable times and places or by electronic transmission) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; for Buyer’s review the Property Information Materials. (b) Purchaser shall give Buyer agrees to indemnify and hold Seller written notice at least one (1) Business Day before conducting harmless from and against any inspectionsand all liability, including reasonable attorney fees, arising out of any and all claims as a representative result of Seller or related to any and all actions taken by Buyer, its agents, employees and independent contractors pursuant to or in furtherance of this Section 8; provided, however that Buyer shall have the right no obligation to be present when Purchaser indemnify Seller with respect to Buyer’s mere discovery (as opposed to exacerbation) of pre-existing conditions or issues. Buyer shall provide to Seller prior to its or its representatives conducts its agents’, employees’, consultants’ or their investigations representatives’ entry on the Property; Property certificates of liability insurance insuring Buyer and Seller pursuant to (ci) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least Two Million Dollars ($1,000,000 per occurrence 2,000,000.00) for bodily or personal injury or death and (2) property damage insurance in the amount of at least Two Million Dollars ($2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees2,000,000.00), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph (the “Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, willful misconduct, or the mere discovery of adverse conditions on the Property, provided, however, the foregoing exclusion from the Indemnified Losses shall not include any loss, liability, claims, costs, liens or damages caused by or resulting from the exacerbation of any adverse conditions on the Property by Purchaser or its agents; and (g) without Seller’s prior written consent, which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or control. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller.

Study Period. (a) During the Study PeriodPeriod (and thereafter to the extent reasonably necessary), PurchaserBuyer shall have the right, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Property Owner, at its own risk, cost and expense and at any date or dates during normal business hours prior to the Closing, to enter, or cause its agents or representatives to enter, upon the Property for the purpose of making surveys or other tests, test borings, inspections, investigations and/or studies of the Property, including air quality tests, asbestos, environmental, soil contamination and other tests; provided, however, (i) Owner shall have the right to make have a representative present at all such investigations, including appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnifyin no event shall any intrusive testing (such as test borings or the like) be undertaken without Owner's prior written approval of appropriate arrangements to mitigate disruption to tenants and to repair any damage. In addition, hold harmless Buyer may conduct such architectural, environmental, economic and defend other studies of the Seller Parties againstProperty as Buyer, in its sole and hold the Seller Parties harmless forabsolute discretion, from and againstmay deem desirable. Regardless of whether Closing occurs, all lossBuyer shall indemnify Owner against liability for any personal injury or property damage arising out of Buyer's, liabilityits agents', claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph (the “Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, willful misconduct, or the mere discovery of adverse conditions on the Property, provided, however, the foregoing exclusion from the Indemnified Losses shall not include any loss, liability, claims, costs, liens or damages caused by or resulting from the exacerbation of any adverse conditions contractors' activities on the Property under this right of access, and Buyer shall restore the Property from any damage caused by Purchaser or its agents; such tests and (g) without Seller’s prior written consent, which Seller may give or withhold studies. Buyer's indemnity and restoration obligations in its absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation this Section shall survive the Closing or earlier termination of this Agreement. FurtherBuyer shall have no liability for the consequence of discovery by Buyer of harmful or dangerous conditions present on, under or about the Property. Buyer shall have complete access to, and may photocopy, all documentation, agreements and other information about the Property in the possession of Owner or Owner's agents related to the Property (but not Engineering Reports or internal partnership or financial records of Owner), and Owner shall instruct its agents accordingly, but no such agent shall have any obligation or liability to Buyer. (b) If, during the period ending at 5pm eastern time on August 31, 2000 (the "Study Period"), Buyer gives Owner written notification ("Study Termination Notice") that Buyer elects for any reason whatsoever not to consummate the acquisition of the Property pursuant to this Agreement, this Agreement shall terminate, Buyer shall receive the Deposit and neither party shall have any further right or liability to the other under this Agreement, except as provided in Section 9.1(a) or in Section 7.5. If Buyer does not give the Study Termination Notice on or before expiration of the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are this Agreement shall remain in Seller’s possession or control. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Sellereffect.

Study Period. (a) During the Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours and shall have the right to make such investigations, including appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 2,000,000 per occurrence for bodily or personal injury or death and $2,000,000 5,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph (paragraph; notwithstanding the “Indemnified Losses”) but excluding claims to foregoing, Purchaser shall not be liable for any real or alleged diminution in value of the extent arising from Seller’s negligence, willful misconduct, or the mere discovery of adverse conditions on the Property, provided, however, the foregoing exclusion from the Indemnified Losses shall not include any loss, liability, claims, costs, liens or damages caused by or property resulting from the exacerbation of any adverse conditions on facts obtained or discovered about the Property by Purchaser in its inspections or its agentsfor any loss, damage, cost or expense that is not the direct result of acts by or on behalf of Purchaser or that is attributable to a pre-existing condition; and (g) without Seller’s prior written consent, which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or controlcontrol and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Seller and Purchaser shall use their respective good faith efforts to mutually agree as to the form of the Guaranty prior to the expiration of the Study Period. Upon Purchaser’s and Seller’s agreement as to the form of the Guaranty, Seller and Purchaser shall amend this Agreement in writing, wherein the parties shall approve the form of the Guaranty and attach the approved form of Guaranty to said amendment as an exhibit thereto. Should Purchaser and Seller fail to reach agreement as to the form of the Guaranty prior to the expiration of the Study Period, either Purchaser or Seller shall have the right to terminate this Agreement by delivering written notice to the other, in which event the Deposit (less the Independent Contract Consideration) shall be returned to Purchaser, and except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations or liabilities to each other hereunder.

Study Period. (a) During the Initial Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours and shall have the right to make such investigations, including appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one twenty-four (124) Business Day hours before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall unreasonably interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 2,000,000 per occurrence for bodily or personal injury or death and $2,000,000 5,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph (the “Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, willful misconduct, or the mere discovery of adverse conditions on the Property, paragraph; provided, however, Seller shall use its good faith efforts to provide written notice to Purchaser of (1) any physical damage to the foregoing exclusion from the Indemnified Losses shall not include Property or (2) any loss, liability, claims, costs, liens or damages caused claims incurred by or resulting from the exacerbation Seller as a result of any adverse conditions Purchaser’s inspections on the Property by Purchaser within ten (10) days after Seller’s discovery of such physical damage or its agents; claims, and (g) without Seller’s prior written consent, which Seller may give or withhold in its absolute reasonable discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records records, contracts and other relevant, material documents relating to the Property and the operation and maintenance thereof thereof, to the extent that such materials are in Seller’s possession or controlcontrol and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Purchaser shall have the right to extend the Initial Study Period for thirty (30) days (the “Extended Study Period”) by (i) delivering written notice to Seller prior to the expiration of the Initial Study Period, and (ii) depositing with the Title Company, prior to the expiration of the Initial Study Period, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Extension Fee”), which Extension Fee shall be added to the Deposit for all purposes hereunder; provided, however, except as expressly provided in this Agreement, the Extension Fee shall be non-refundable in the event this Agreement is terminated.