Common use of Study Period Clause in Contracts

Study Period. (a) The Acquirer shall have the right, until the end of the Study Period, to enter upon the Real Property and to perform, at the Acquirer's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquirer may deem appropriate. If such tests, studies and investigations warrant, in the Acquirer's sole, absolute and unreviewable discretion, the acquisition of the Interests for the purposes contemplated by the Acquirer, then the Acquirer may elect to proceed to Closing and shall so notify the Contributors prior to the expiration of the Study Period. If for any reason the Acquirer does not so notify the Contributors of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquirer notifies the Contributors, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and the Acquirer shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributors shall make available to the Acquirer, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributors' possession or control. (c) The Acquirer hereby indemnifies and defends the Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquirer or any agents, contractors or employees of the Acquirer. The Acquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquirer. (d) During the Study Period, the Acquirer, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributors of any defects in title shown by such examination that the Acquirer is unwilling to accept. The Contributors shall notify the Acquirer whether the Contributors are willing to cure such defects and to proceed to Closing. Contributors may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributors, at their option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. If the Contributors are unwilling or unable to cure any such defects by Closing, the Acquirer shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributors shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquirer's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquirer's title examination and not objected to by the Acquirer as provided above shall be deemed Permitted Title Exceptions. If Acquirer shall fail to examine title and notify the Contributors of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquirer Buyer, acting in its sole and absolute discretion, shall have a sixty (60) calendar day period after the rightdate hereof (the “Study Period”) which Study Period shall end on or about at 5:00 p.m., until the end Eastern Standard Time on December 12, 2012, during which Buyer may make its own investigation of the Study PeriodAssets and the Business, including, but not limited to, examination of all books of account and records related to the business related to operating the Assets, and property-level diligence such as investigations with regard to zoning, building code and other legal requirements, obtaining such third party reports or studies as Buyer deems necessary, investigation of the status of the receivables, service contracts, Medicare/Medicaid provider agreements and compliance with all applicable regulatory requirements such as state or federal permits, licenses, and healthcare survey matters. Buyer shall have a continuing right of access, as described in Section 15.1(b), to enter upon the Real Property and to perform, at the Acquirer's expense, conduct such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquirer may deem appropriatestudies. If such tests, studies and investigations warrant, in the Acquirer's sole, absolute and unreviewable discretion, the acquisition of the Interests for the purposes contemplated by the Acquirer, then the Acquirer may elect to proceed to Closing and shall so notify the Contributors prior to the expiration of the Study Period. If for At any reason the Acquirer does not so notify the Contributors of its determination to proceed to Closing time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or if the Acquirer notifies the Contributorsno reason, in writingits sole discretion that it will not complete the proposed acquisition of the Assets, and is thereby terminating this Agreement. If Buyer gives such notice to Seller, this Agreement shall automatically terminate and Seller shall instruct the Title Insurer to remit the Deposit, and all interest thereon, to Buyer. In the event Buyer terminates this Agreement on the basis of any of Seller’s representations proving untrue, or because Seller refuses to cure due diligence deficiencies reasonably identified by Buyer, then (i) the Escrow Agent shall return the Deposit to Buyer together with accrued interest thereon, without any setoff or deduction, and neither party shall have any further obligation to the other hereunder except for Buyer’s and Seller’s obligations under Sections 15.1(c) (relating to damages to property) and 22.1 (relating to broker’s commissions) which shall survive such termination. If Buyer does not deliver such notice to Seller prior to the expiration end of the Study Period that it has determined not Period, Buyer shall be deemed to have elected to proceed to Closing, under this Agreement automatically and to consummate the transaction contemplated hereunder. (a) From and after the date of this Agreement, but as soon as possible, during the Study Period and provided that Buyer does not terminate this Agreement pursuant to Section 4.1, Seller shall terminateprovide to Buyer or make available to Buyer at the location(s) where such information is stored, any of the Property Information that is in the possession, custody or control of Seller or Seller’s agents. Seller shall instruct its agents to cooperate with Buyer. In the event the Property Information is in the possession or control of the management company for the Property or its counsel, Seller shall direct such entities to provide the Property Information or make it available to Buyer. Seller shall provide to Buyer any further Property Information coming into Seller’s possession or produced by Seller or its property manager after the initial delivery or availability, and shall continue to make available the Acquirer shall be released from any further liability or obligation under same during the pendency of this Agreement. (b) During Buyer and its agents may at any time (after giving Seller reasonable written notice) enter onto the Property during the Study PeriodPeriod and, the Contributors shall while thereon, make available to the Acquirersurveys, its agentstests, auditorsinvestigations and appraisals, engineerstake measurements, attorneys test borings, other tests of surface and other designeessubsurface conditions and soil tests, for inspection copies of all existing architectural make structural, mechanical, architectural, zoning, land use, market and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits make any other inspections of the Property and other related materials or information if anyAssets deemed appropriate by Buyer, relating to the Property which are in, or come into, the Contributors' possession or controlall at Buyer’s expense. (c) The Acquirer hereby indemnifies To expedite work on items requiring substantial lead time, Seller has provided Buyer with copies of each policy of title insurance covering the Assets and defends declaration pages and certificates of insurance coverage for each property/casualty and general liability/professional liability policy maintained by Seller in connection with the Contributors against any loss, damage or claim arising from entry upon Business and the Real Property by the Acquirer or any agents, contractors or employees of the Acquirer. The Acquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirerAssets. (d) During If Buyer exercises its rights under Section 15.1(b) to enter onto the Study PeriodProperty, the Acquirer, at its expense, may cause an examination of title to Buyer shall keep the Property free and clear of any liens or claims resulting therefrom, and defend, indemnify and hold harmless Seller against and from any liability or expense actually incurred by Seller for loss or damage to be madeproperty and/or injuries to or death of Persons proximately caused by the actions of Buyer other than those caused in whole or in part as the result of acts or omissions by or on behalf of Seller. If Closing does not occur for any reason, and, prior to the expiration Buyer shall restore any portion of the Study Period, may notify the Contributors of any defects in title shown Property damaged by such examination that exercise to its condition immediately before such exercise. If Buyer exercises this right of entry, it shall not unreasonably disturb any Resident in its use and enjoyment of the Acquirer is unwilling to acceptFacilities. The Contributors rights and obligations of the parties under this Section 15.1(c) shall notify the Acquirer whether the Contributors are willing to cure such defects and to proceed to Closing. Contributors may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens survive Closing or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributors, at their option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. If the Contributors are unwilling or unable to cure any such defects by Closing, the Acquirer shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributors shall not, after the date earlier termination of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquirer's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquirer's title examination and not objected to by the Acquirer as provided above shall be deemed Permitted Title Exceptions. If Acquirer shall fail to examine title and notify the Contributors of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquirer shall have the right, until the end of the Study Period, to enter upon the Real Property and to perform, at the Acquirer's ’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquirer may deem appropriate. If such tests, studies and investigations warrant, in the Acquirer's ’s sole, absolute and unreviewable discretion, the acquisition purchase of the Interests for the purposes contemplated by the Acquirer, then the Acquirer may elect to proceed to Closing and shall so notify the Contributors prior to the expiration of the Study Period. If for any reason the Acquirer does not so notify the Contributors of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquirer notifies the Contributors, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and the Acquirer shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributors shall make available to the Acquirer, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributors' ’ possession or control. (c) The Acquirer hereby indemnifies and defends the Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquirer or any agents, contractors or employees of the Acquirer. The Acquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquirer. (d) During the Study Period, the Acquirer, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributors of any defects in title shown by such examination that the Acquirer is unwilling to accept. The Contributors shall notify the Acquirer whether the Contributors are willing to cure such defects and to proceed to Closing. Contributors may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributors, at their option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. If the Contributors are unwilling or unable to cure any such defects by Closing, the Acquirer shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributors shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquirer's ’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquirer's ’s title examination and not objected to by the Acquirer as provided above shall be deemed Permitted Title Exceptions. If Acquirer shall fail to examine title and notify the Contributors of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Prior to the date hereof, the Acquirer has conducted such investigations and inspections as the Acquirer, in its sole discretion, has deemed necessary and desirable in order to evaluate the desirability of its intended acquisition of the Interests and, notwithstanding anything contained in this Agreement to the contrary, the Contributor acknowledges that the Acquirer shall have the rightright to terminate this Agreement, until extend the end Closing Date or otherwise modify or deviate from the terms of this Agreement based upon the results and/or the Acquirer’s review of any investigations or inspections of the Study PeriodProperty (including, without limitation, review of any documents, reports and other materials provided to enter upon the Real Property and to perform, at the Acquirer's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquirer may deem appropriate. If such tests, studies and investigations warrant, in the Acquirer's sole, absolute and unreviewable discretion, the acquisition of the Interests for the purposes contemplated by the AcquirerContributor with regard to the Property), then the Acquirer may elect to proceed to Closing and shall so notify the Contributors whether such investigations or inspections were conducted prior to or after the expiration of the Study Period. If for any reason the Acquirer does not so notify the Contributors of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquirer notifies the Contributors, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and the Acquirer shall be released from any further liability or obligation under this Agreementdate hereof. (b) During the Study Period, the Contributors shall make available Prior to the Acquirer, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributors' possession or control. (c) The Acquirer hereby indemnifies and defends the Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquirer or any agents, contractors or employees of the Acquirer. The Acquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquirer. (d) During the Study Perioddate hereof, the Acquirer, at its expense, may cause has caused an examination of title to the Property to be made, and, prior to made and notified the expiration of the Study Period, may notify the Contributors Contributor of any defects in title shown by such examination that the Acquirer is unwilling to accept. The Contributors shall notify Contributor has notified the Acquirer whether the Contributors are Contributor is willing to cure such defects and to proceed to at Closing. Contributors Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the ContributorsContributor, at their its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. If the Contributors are Contributor is unwilling or unable to cure any such defects by at Closing, the Acquirer shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributors shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquirer's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquirer's title examination and not objected to by the Acquirer as provided above shall be deemed Permitted Title Exceptions. If Acquirer shall fail to examine title and notify the Contributors Contributor of any such title objections by the end of the Study Periodobjections, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.