Common use of Due Diligence Period Clause in Contracts

Due Diligence Period. Purchaser shall have until [ ] on the date that is [ ] days after the Effective Date (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole discretion) not to pursue the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriate

Due Diligence Period. Purchaser shall have until [ ] on 5.1 DELIVERY OF DOCUMENTS Seller has, prior to the date that is [ ] days after of this Agreement and at its sole cost and expense, delivered or cause to be delivered to Buyer all of the Effective Date (Property Information. Buyer shall treat the Property Information and any documentation obtained by Buyer in connection with its inspection of the Property in accordance with the remainder of this Article 5 on a confidential basis and shall use such periodinformation only in connection with the transaction contemplated under this Contract, except as required by law or as needed in connection with the “Due Diligence Period”) prosecution or defense of a dispute between Xxxxx and Seller with respect to conduct and approve any investigationsthis Contract or the transactions contemplated hereby. Notwithstanding the foregoing, studies or tests desired by Purchaser, in Purchaser’s sole discretionBuyer may, to determine the feasibility extent reasonably and actually necessary to Buyer’s investigation of acquiring the Property and proper performance of Buyer’s obligations under this Contract, disclose the Property Information and such other Property-related documentation to Buyer’s consultants, legal counsel, experts or engineers (provided that such consultants, legal counsel, experts and engineers use the Property Information and such other Property-related documentation only in connection with services rendered to Buyer in connection with the transaction contemplated under this Contract and maintain the confidentiality of the Property Information and such other Property-related documentation). The obligations of Buyer under this Section 5.1 shall survive the termination of this Contract; provided, however, such obligations shall expire upon the consummation of the Closing, except for title and survey matters (which shall as may otherwise be governed agreed by the provisions parties. In the event that the Closing is not consummated, Buyer shall promptly return to Seller the Property Information and any other documents relating to the Property as have been provided to Buyer by Seller. Buyer hereby acknowledges that, except as expressly provided in Section 7.1 of Section 3.2)this Contract, neither Seller, nor any agents, representatives, employees or attorneys of Seller have made any representations or warranties, direct or implied, verbal or written, with respect to the accuracy, completeness or reliability of the Property Information. During the Due Diligence Period and subject to Period, Buyer shall be allowed the restrictions and limitations set forth use of reasonably acceptable, secure office space in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, Office Building from which Buyer may conduct its due diligence efforts with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole discretion) not to pursue the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriate.

Due Diligence Period. Purchaser shall have until [ ] Buyer, by giving Seller and Escrow Agent written notice on or before the date that is [ ] days after the Effective Date (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement end of the Due Diligence Period, howevermay terminate its obligations hereunder without further liability except as described in this Section 3.6 and in Sections 3.4, 3.5, 9.6, and 10.11. If before the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date end of the Due Diligence Period. If Purchaser determines (in its sole discretion) not , Buyer fails to pursue the transaction contemplated herein for any reason or no reason whatsoevergive Seller such written notice, then Purchaser may Buyer shall be deemed to have elected to waive its rights to terminate this Agreement by written notice and to have approved all of the matters described in Sections 3.1 and 3.2. If Buyer timely elects to terminate its obligations hereunder as described above, Buyer shall provide to Seller, promptly after receipt of a request from Seller, originals of all third party reports, studies and appraisals relating to the Property in its possession, without representation or warranty and at no cost to Seller. The foregoing obligation shall survive any termination of this Agreement. On the final day of the Due Diligence Period unless Buyer has elected to terminate this Agreement as provided herein, Buyer shall deliver to Seller given at any time prior invoices from third parties for examinations, tests, inspections, studies or investigations performed in connection with Seller’s Due Diligence (including, without limitation, environmental studies), and a copy of an executed commitment letter and evidence of payment of a commitment fee with respect to Buyer’s financing for the Property. Subject to the terms of this Agreement, Buyer, after the expiration of the Due Diligence Period. Purchaser shall be deemed , may continue to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the conduct further physical Due Diligence Period that Purchaser elects to proceed with or other examinations, inspections, tests, studies and investigations regarding the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspectionsProperty; provided, however, that an inspection except as otherwise expressly provided in Sections 5.1 and 10.2.2, in no event shall not be unreasonably delayed ifBuyer have any right to terminate or otherwise modify its obligations hereunder after the end of the Due Diligence Period as a result of any such further physical Due Diligence or other examinations, after being given notice inspections, tests, studies or investigations regarding the Property, and the provisions of such inspection as provided herein and a reasonable opportunity this Article 3, including, without limitation, the indemnification provisions, shall continue to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriateapply.

Due Diligence Period. Purchaser Buyer shall have thirty (30) days from the Date of Buyer's Receipt of an executed copy of this Agreement, or until [ ] on the date that is [ ] days after the Effective Date (such periodClosing, the “Due Diligence Period”) whichever shall occur first, to conduct inspect and approve any investigationssatisfy itself, studies or tests desired by Purchaserincluding, but not limited to, all in Purchaser’s Buyer's sole discretion, to determine of the feasibility elements of acquiring the PropertyPremises, except including, but not limited to, soil easements, condition and structural integrity of the improvements, environmental conditions, the presence of underground storage tanks and/or hazardous or toxic materials, availability of utilities, appropriateness of zoning, availability of certificate of occupancy, impact of governmental requirements and appropriateness of the property for title and survey matters (which the intended use. At any reasonable time from the date of the Buyer's receipt of an executed copy of this agreement until Closing, Buyer or any of its designees shall be governed by entitled to enter upon the provisions Premises for the purpose of Section 3.2)inspecting the same. During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller Such entry shall provide Purchaser and/or its designated representatives access to the Property be at reasonable times to conduct, at Purchaser’s Buyer's sole cost risk and expense, its due diligence with respect to but such entry shall not constitute the Propertytaking of possession by Buyer. Seller shall have an ongoing obligation during the pendency of Anything in this Agreement to provide Purchaser with the contrary notwithstanding, Buyer agrees indemnify Seller against any Property Information and all claims arising for Buyer's acts or omissions, and those of its agents, employees and contractors; and Buyer further agrees to immediately restore the Premises to its pre-test or pre-inspection condition at no expense to the Seller. In the event that is created or modified in any respect after the commencement of the Due Diligence Periodduring said period Buyer, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole discretion) , determines that it is not to pursue the transaction contemplated herein for satisfied with any reason or no reason whatsoever, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies elements of the property or Buyer determines that the Premises will not fulfill Buyer's intended use, Buyer may, within said period, notify Seller in writing on or before the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects its intention to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees in which case Buyer's xxxxxxx money 6 deposits shall be promptly immediately returned to Purchaser by Escrow Agent, the Buyer and this Agreement shall terminate, become null and neither party void. Neither Party shall have any rights or obligations hereunder except for those which expressly survive termination of further liability to the other under this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriate.

Due Diligence Period. Purchaser Buyer shall have until [ ] on the date that is [ ] thirty (30) days after from the Effective Date (such period, the “Due Diligence Period”) in order to conduct perform its due diligence investigation of the Property, including, without limitation, conducting a physical inspection of the Property (which inspections may include, but shall not be limited to, soils, wetlands, engineering, structural and approve mechanical studies), confirming that Seller has good and marketable fee simple to the Property, subject to no exceptions other than the Permitted Exceptions, conducting an environmental assessment of the Property (not to include, however, any investigations“Phase II” or other invasive testing without Seller’s prior written consent), studies or tests desired confirming the status of zoning and the availability of all utilities, obtaining suitable financing for the Property, having the Property surveyed, reviewing the Solara Lease, service contracts, certificates of occupancy and all other matters deemed appropriate by Purchaser, Buyer and otherwise confirming that the Property is suitable and feasible for Buyer’s intended use in PurchaserBuyer’s sole discretion, . Buyer shall have the right to determine the feasibility interview any tenants of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser Buyer determines (in its sole discretion) not to pursue the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period, in Buyer’s sole discretion, that it is not in Buyer’s interest to purchase the Property for any reason, Buyer may terminate this Contract by giving written notice of termination to Seller on or before 5:00 p.m. of the last day of the Due Diligence Period. Purchaser If Buyer fails to timely give such notice, this Contract shall remain in full force and effect, and the Deposit shall be deemed “earned” by Seller and nonrefundable to have elected Buyer, except in the event of a default by Seller or otherwise as expressly provided herein. If Buyer terminates the Contract in accordance with the foregoing, the Deposit shall be immediately returned to Buyer, and the obligations of the parties to this Contract shall terminate (except for those obligations hereunder which expressly survive such termination). If Buyer does not terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing Contract, on or before prior to the first business day after the expiration of the Due Diligence Period that Purchaser elects to proceed Period, Buyer shall deposit with Escrow Agent the transaction contemplated by this Agreement and effectuate additional amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx“Additional Deposit”). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at which the time of such inspection. No inspection aggregate Deposit shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriatetotal $350,000.00.

Due Diligence Period. (a) Purchaser and its agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessees, partners, and lenders shall have the right, until [ ] 5:00 p.m. EST on the date that is [ ] days after the Effective Date (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement last day of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall and thereafter if Purchaser does not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole discretion) not to pursue the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies notify Seller in writing on or before prior to the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have has elected to terminate this Agreement, pursuant to this Section 8.1perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and any other tests, studies and investigations as Purchaser may deem appropriate. During the Xxxxxxx Money less the Independent Consideration Due Diligence Period, Seller shall cooperate in a reasonable manner in connection with Purchaser’s inspections and less one-half of the escrow fees examinations and shall be promptly returned deliver to Purchaser the information and documentation requested by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this AgreementPurchaser. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative Purchaser shall have the right to be present at any or all inspections; providedterminate this Agreement, however, that an inspection shall not be unreasonably delayed if, after being given by delivering written notice of such inspection termination to Seller during the Due Diligence Period, if Purchaser discovers something that is, in Purchaser’s reasonable opinion, material and adverse to Purchaser’s intended acquisition, use, operation and/or ownership of the Property and which Purchaser was not previously aware of in Purchaser’s role as provided herein Hotel Manager. If Purchaser does not deliver notice of termination to Seller during the Due Diligence Period, then the parties shall proceed with this transaction in accordance with and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior the terms of this Agreement. If Purchaser delivers written consent). Any inspection or test notice of termination to Seller during the Due Diligence Period, this Agreement shall automatically terminate and Purchaser and Seller shall be performed by released from all further liabilities or obligations under this Agreement except those which expressly survive a person (x) properly licensed termination of this Agreement, and qualified, (y) who has obtained all appropriatethe Hotel Management Agreement shall remain in full force and effect as if this Agreement had never been executed.

Due Diligence Period. Purchaser shall have until [ ] Buyer, by giving Seller and Escrow Agent written notice on or before the date that is [ ] days after the Effective Date (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement end of the Due Diligence Period, howevermay terminate its obligations hereunder, and upon such termination by Buyer, the provision of Deposit shall be returned to Buyer and neither party shall have any newfurther rights or obligations hereunder except as provided in this Section 4.8 and in Sections 4.5, modified or updated Property Information shall not reset or otherwise change 4.6, 4.7, 10.7 and 11.11. If before the start date end of the Due Diligence Period. If Purchaser determines (in its sole discretion) not , Buyer fails to pursue the transaction contemplated herein for any reason or no reason whatsoevergive Seller such written notice, then Purchaser may Buyer shall be deemed to have elected to waive its rights to terminate this Agreement by written notice and to Seller given have approved all of the matters with regard to the Golf Clubs. If Buyer timely elects to terminate its obligations hereunder as described above, Buyer shall provide to Seller, promptly after receipt of a request from Seller, originals of all third party reports, studies and appraisals relating to the Property in its possession, without representation or warranty and at no cost to Seller. The foregoing obligation shall survive any time prior termination of this Agreement. Subject to the terms of this Agreement, Buyer, provided it has not terminated this Agreement, after the expiration of the Due Diligence Period. Purchaser shall be deemed , may continue to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the conduct further physical Due Diligence Period that Purchaser elects to proceed with or other examinations, inspections, tests, studies and investigations regarding the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspectionsProperty; provided, however, that an inspection except as otherwise expressly provided in Sections 6.1 and 11.2.2, in no event shall not be unreasonably delayed ifBuyer have any right to terminate or otherwise modify its obligations hereunder after the end of the Due Diligence Period solely as a result of any such further physical Due Diligence or other examinations, after being given notice inspections, tests, studies or investigations regarding the Property and the provisions of such inspection as provided herein and a reasonable opportunity this Article 4, including, without limitation, the indemnification provisions, shall continue to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriateapply.

Due Diligence Period. Purchaser shall have until [ ] on the date that is [ ] days after the Effective Date (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by PurchaserIf, in PurchaserBuyer’s sole and absolute discretion, Buyer desires to determine the feasibility proceed with its acquisition of acquiring the Property, except for title and survey matters then Buyer shall deliver written notice to Seller (which shall be governed by the provisions of Section 3.2“Approval Notice”). During , no later than the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement last day of the Due Diligence Period, howeverstating that it approves the Property, in which case the provision parties shall proceed to complete the Closing (subject to the terms and conditions of any new, modified this Agreement). If Buyer fails to deliver the Approval Notice on or updated Property Information shall not reset or otherwise change before the start date last day of the Due Diligence Period. If Purchaser determines (in its sole discretion) not , or if Buyer’s Approval Notice seeks to pursue modify any of the transaction contemplated herein for any reason terms or no reason whatsoeverprovisions of this Agreement, then Purchaser may terminate this Agreement by or if Buyer provides written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser shall Period terminating this Agreement in Buyer’s sole and absolute discretion under this Section 3.7 for any reason or for no reason, or if Buyer fails to timely make the Additional Deposit as and when required hereunder, then in any such instance, Buyer will be deemed to have elected disapproved the Property and to have exercised its right to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller Article 3, in writing on or before which case this Agreement shall automatically terminate as of the expiration of the Due Diligence Period or such earlier date that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have Buyer notifies Seller that Buyer has elected to terminate this Agreement, pursuant to Agreement under this Section 8.13.7, and the Xxxxxxx Money less the Deposit (excluding any Independent Consideration and less one-half of the escrow fees Consideration) shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, Buyer and neither party shall have any rights or further obligations to the other hereunder except for those which to the extent any such obligations expressly survive the termination of this Agreement. Notwithstanding any other provision of If Buyer timely elects (or is deemed to have elected) to terminate this Agreement, no inspection of the Property then Buyer shall be undertaken without [ ] day’s prior written notice promptly return all non-public Due Diligence Items to Seller and provide to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, promptly after being given notice receipt of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of request from Seller (the scopeand not before), timing without any representation or warranty (and inspection of which shall all be subject to Sellerthe requirements of the issuer of the report), all final and non-proprietary, non-privileged and non-confidential third party reports and studies relating to the Property not previously provided by Buyer to Seller (excluding any internally generated work product) commissioned by or on behalf of Buyer, at no cost to Seller and at no additional cost to Buyer. The foregoing obligation, together with all of Buyer’s prior written consent). Any inspection or test obligations under this Article 3 shall be performed by survive any termination of this Agreement for a person period of twelve (x12) properly licensed and qualified, (y) who has obtained all appropriatemonths.

Due Diligence Period. Purchaser shall Tenant will have until [ ] on full and complete access at any time to the Premises commencing as of the date that is [ ] each and all of (i) this Lease, (ii) the Term sheet between Southwest and Pinnacle, (iii) the Asset Purchase Agreement between Southwest and Pinnacle (and their respective affiliates, if any, as stated in the Asset Purchase Agreement), and (iv) documents effecting acquisition of the Premises by Pinnacle (collectively, the “Transaction Documents”) are executed, which access will continue for a period of not less than thirty (30) days after the Effective Date thereafter (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During Such access will be for the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its purposes of conducting such due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement examination of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (Premises and public and private records relating thereto as Tenant deems necessary and appropriate in its sole discretion) not . Upon execution of this Lease, Landlord will deliver to pursue the transaction contemplated herein for any reason Tenant copies of all soil tests, design or no reason whatsoeverengineering studies, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior drawings, plans, and other documents and materials relating to the Premises and the Off-Site Properties in Landlord’s possession or subject to Landlord’s control. In the event Tenant is satisfied with the results of its due diligence examination and elects to commence the payment of rent as in this Lease described, Landlord will assign to Tenant all Landlord’s right, title and interest in such documents and materials, provided however, that, unless Tenant exercises its right of first refusal to purchase the Premises as provided in this Lease, Tenant will, upon expiration of the Due Diligence Period. Purchaser shall be deemed Lease Term (as defined in section 2.F below), assign back to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller Landlord all Tenant’s right, title and interest in writing on or before the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement these documents and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriatematerials.

Due Diligence Period. Purchaser (a) Seller shall, and shall have until [ ] on cause each of the date that is [ ] days after Seller Subsidiaries to, afford to Buyer and Acquisition Sub and to the officers, employees, accountants, counsel, financial advisors and other representatives of Buyer and Acquisition Sub, reasonable access during normal business hours prior to the Effective Date (Time to all their respective properties, books, contracts, and records and, during such period, Seller shall, and shall cause each of the “Due Diligence Period”) to conduct and approve any investigationsSeller Subsidiaries to, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject furnish promptly to the restrictions other parties such information within their possession or control concerning Seller’s and limitations set forth in this Section 8.1 the Seller Subsidiaries’ business and Section 12.8properties as such other party may reasonably request, upon noticeincluding formation documents, tax records and other additional customarily requested corporate due diligence items for Seller, the Fund and the other Seller shall provide Purchaser and/or its designated representatives access Subsidiaries; Seller Space Leases, updated tenant financial statements, rent rolls, operating statements, CAM reconciliations and other contracts; the latest property tax bills and value renditions; environmental reports concerning the Seller Properties; material governmental permits, licenses or approvals; site plans; any soils reports on the Seller Properties; certificates of insurance and material notices from insurance carriers; plans and specifications; materials related to the Property at reasonable times qualification of Seller as a REIT under the Code and materials related to conductlitigation, at Purchaser’s sole cost and expensecondemnation or other proceedings affecting the Seller Properties, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with but not including any Property Information that is created building condition reports or modified in any respect after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole discretion) not to pursue the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreementroofing reports. Notwithstanding the foregoing or any other provision of this Agreement, no inspection the parties hereto agree that (A) any investigation by Buyer shall not unreasonably interfere with any of the Property businesses or operations of Seller, the Fund or their Subsidiaries, (B) Buyer shall, upon reasonable request, be able to meet with management of Seller and the Fund and with lenders to the Fund and tenants of the Seller Properties in coordination with management of Seller and the Fund, and (C) all requests by Buyer and Acquisition Sub for access or information pursuant to this Section 5.2 shall be undertaken without [ ] day’s prior written notice submitted or directed exclusively to Mxxx Xxxxxxx, Phone: 600-000-0000 (or such other person hereafter designated in writing by Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriate.

Due Diligence Period. Purchaser shall have until [ ] Except as set forth in Section 2.3.1 hereof, unless Buyer delivers to Seller and Escrow Agent written notice terminating this Agreement on or before the date that is [ ] days after the Effective Date (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility end of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period which notice may be for any reason, or no reason, (the “Disapproval Notice”), this Agreement shall continue in full force and subject effect. If Buyer fails to give Seller the Disapproval Notice, then Buyer shall be deemed to have approved all of the matters described in Sections 3.1 and 3.2. If the Agreement is terminated hereunder, then Buyer shall be entitled to the restrictions immediate return of the Initial Deposit and limitations set forth Buyer shall return all Due Diligence Items in this Section 8.1 its possession to Seller and Section 12.8provide to Seller, upon noticepromptly after receipt of a request from Seller, Seller shall provide Purchaser and/or its designated representatives access originals of any third party reports, studies and appraisals relating to the Property in its possession, without representation or warranty and at reasonable times no cost to conduct, at Purchaser’s sole cost and expense, its due diligence with respect Seller. The foregoing obligation shall survive any termination of this Agreement. Subject to the Property. Seller shall have an ongoing obligation during the pendency terms of this Agreement to provide Purchaser with any Property Information Agreement, provided that is created or modified in any respect Buyer has not delivered the Disapproval Notice, Buyer, after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole discretion) not to pursue the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser shall be deemed , may continue to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the conduct further physical Due Diligence Period that Purchaser elects to proceed with or other examinations, inspections, tests, studies and investigations regarding the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspectionsProperty; provided, however, that an inspection except as otherwise expressly provided in Sections 5.1 and 10.2.2, in no event shall not be unreasonably delayed ifBuyer have any right to terminate or otherwise modify its obligations hereunder after the end of the Due Diligence Period as a result of any such further Due Diligence or other examinations, after being given notice inspections, tests, studies or investigations regarding the Property, and the provisions of such inspection as provided herein and a reasonable opportunity this Article 3, including, without limitation, the indemnification provisions, shall continue to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriateapply.

Due Diligence Period. Purchaser Buyer, and/or its agents, members, partners, related and affiliated entities, employees, representatives, consultants, contractors, successors or assigns (collectively, “Buyer’s Agents”), shall have until [ ] 5:00 p.m., Pacific Time, on the date that is [ ] sixty (60) days after the Effective Date (such period, the “Due Diligence Period”) in which to conduct examine, inspect, and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring investigate the Property, except for title and survey matters (which shall be governed by to determine whether the provisions purchase of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times is satisfactory to conductBuyer, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole and absolute discretion) . If Buyer does not give Seller and Escrow Holder written notice of Buyer’s election to pursue the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate proceed with this Agreement by written notice to Seller given at any time (the “Election Notice”) prior to the expiration of the Due Diligence Period. Purchaser , then Buyer shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed in which case Escrow Holder shall immediately return the Initial Deposit to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow AgentBuyer, this Agreement shall terminateterminate and neither Party shall have any further obligation to the other hereunder, except as provided in paragraph 4.2 below and except for the waivers, releases, Information (as defined below), indemnity and insurance obligations of the Buyer and Seller that are stated to survive the termination of this Agreement (the “Surviving Obligations”). In such event, Buyer shall deliver to Seller all information, materials and data (collectively, the “Information”) that Buyer and/or its Agents discover, obtain or generate in connection with or resulting from Buyer’s investigation of the Property (including, without limitation, any Inspection conducted pursuant to paragraph 4.2 below), other than internal analyses produced by Buyer of a proprietary nature or matters subject to the attorney-client privilege, and neither party Buyer nor Seller shall thereafter have any further rights or obligations hereunder except for those which under this Agreement unless expressly survive termination of this Agreementprovided otherwise herein. Notwithstanding any other provision of this Agreement, no inspection of the Property The Information shall be undertaken delivered to Seller on an “as-is with all faults basis” and without [ ] day’s prior written notice any representation or warranty as to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller the accuracy or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriatecompleteness thereof.

Due Diligence Period. Purchaser shall have until [ ] 5:00 p.m., Chicago time, on the date that is [ ] days after the Effective Date November 28, 2006 (such period, the “Due Diligence Period”) within which to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring inspect the Property, except for obtain any necessary internal approvals to the transaction, and satisfy itself as to all matters relating to the Property, including, but not limited to, environmental, engineering, structural, financial, title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Periodmatters. If Purchaser determines (in its sole and absolute discretion) not to pursue that the transaction contemplated herein Property is unsuitable for its purposes for any reason or no reason whatsoeverreason, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate so terminates this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, then the Xxxxxxx Exxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminatePurchaser, and neither party shall have any further rights or obligations hereunder under this Agreement except for those which expressly survive termination of this Agreement. Notwithstanding Purchaser shall have no right to terminate this Agreement as to any other Property but shall only have the right to terminate this Agreement in its entirety. Purchaser’s failure to so terminate this Agreement within the Due Diligence Period shall be deemed a waiver by Purchaser of the condition contained in this Section 8.1, and thereafter the Exxxxxx Money shall not be refunded to Purchaser except pursuant to another express provision of this Agreement, no . Purchaser’s right of inspection pursuant to this Section 8.1 is and shall remain subject to the rights of tenants under the Leases and other occupants and users of the Property and Purchaser shall use reasonable efforts to minimize interference with tenants and Seller’s operation of the Property. No inspection shall be undertaken without [ ] day’s forty-eight (48) hours’ prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection . Neither Purchaser nor its agents or representatives shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative contact any tenants without the prior consent of Seller is unable and Purchaser shall permit Seller to accompany Purchaser and/or its representatives at the time of participate in any such inspectioncontact. No inspection shall involve the taking of samples or other physically invasive procedures without the prior written consent of Seller. Upon the completion of any inspection or test, Purchaser shall restore the Property to its condition prior to such inspection or test. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller and its employees, tenants and agents harmless from and against any and all loss, cost, expense, liability, damage, cause of action or claim (the scopeincluding, timing without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Purchaser’s exercise of its rights under this Agreement, including, without limitation, its right of entry upon and inspection and testing of the Property as provided for in this Section 8.1, and such indemnity shall survive the Closing and any termination of this Agreement. Prior to entering upon the Property for purposes of performing any inspection thereof, Purchaser shall provide Seller with evidence of commercial general liability insurance, including broad form contractual liability, from an insurance company licensed to do business in the State of California having a rating of at least “AX” by A.M. Best Company, with limits of at least Two Million and No/100 Dollars ($2,000,000.00) for property damage or bodily injury, which policy shall all name Seller, EOP Operating Limited Partnership, a Delaware limited partnership (“EOPOP”) and Property Manager as additional insureds. Notwithstanding the foregoing, within fifteen (15) days after the Effective Date, Seller shall deliver or cause to be subject delivered to Seller’s prior written consent)Purchaser an executed “Natural Hazard Disclosure Statement” in the form attached hereto as Exhibit T. The information contained in the Natural Hazard Disclosure Statement is a disclosure only for purposes of statutory compliance, and is compiled from and based solely on the information sources identified in the Natural Hazard Disclosure Statement. Any inspection The delivery of the Natural Hazard Disclosure Statement is not intended to be part of any contract between Seller and Purchaser, to limit or test shall be performed by a person (x) properly licensed restrict in any way the representations, warranties, agreements and qualifiedreleases of Purchaser set forth herein, (y) who has obtained all appropriateor to give rise to any other rights in Purchaser under this Agreement.

Due Diligence Period. Purchaser shall have until [ ] Buyer may, by giving Seller and Escrow Agent written notice on or before the date that is [ ] days after the Effective Date (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement end of the Due Diligence Period, howeverterminate its obligations hereunder without further liability except as described in this Section 3.6 and in Sections 3.4, 3.5, 9.6, 10.13 and 10.19. If Buyer determines to proceed with the provision purchase of any newthe Real Property, modified or updated Property Information shall not reset or otherwise change then Buyer shall, before the start date end of the Due Diligence Period, notify Seller and Escrow Agent in writing that Buyer has approved all of the matters described in Section 3.1 and 3.2. If Purchaser determines (in its sole discretion) not to pursue before the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration end of the Due Diligence Period. Purchaser , Buyer fails to give Seller such written notice, then Buyer shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before Agreement. Buyer shall have no additional time after the expiration of the Due Diligence Period that Purchaser to conduct further examinations, inspections, testing, studies or investigations of any nature whatsoever regarding the Property. If Buyer elects to proceed terminate its obligations hereunder as described above, Buyer shall provide to Seller copies of all third-party reports and studies (excluding any appraisals, economic evaluations, projections, or confidential materials) relating to the Property in its possession, without any representation or warranty or the right to rely thereon; provided, however Seller reimburses Buyer for its actual out-of-pocket costs therefor. During the Due Diligence Period Buyer and Seller shall negotiate in good faith a commercially standard lease between Buyer, as landlord, and Seller, as Tenant, including the following terms and otherwise in form reasonably acceptable to Seller and Buyer: (a) a lease term of ten (10) years; (b) base rent equal to $11.50/SF per year on a triple-net (NNN) basis with two and one half percent (2.5%) annual increases; and (c) a tenant right to terminate the transaction contemplated by lease at the end of year three (3) upon payment of a termination fee in an amount equal to the base rent for months 37, 38 and 39 of the term (the “Lease”). If, on or before the end of the Due Diligence Period, Seller and Buyer have not approved a final form of Lease and executed an amendment to this Agreement attaching such form of Lease as an exhibit, then upon expiration of the Due Diligence Period, this Agreement and effectuate both Seller’s and Buyer’s obligations hereunder shall, without further action by the Closing parties, automatically terminate without further liability except as described in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.13.6 and in Sections 3.4, 3.5, 9.6, 10.13 and 10.19, and the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees Deposit shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriateBuyer.

Due Diligence Period. Purchaser shall have until [ ] on a period of 120 days from the date that is [ ] days after of this Agreement (the Effective Date (such period, the “"Due Diligence Period”") to conduct and approve any tests, investigations, studies or tests desired by feasibility studies, soil borings, inspections and general analysis in order to satisfy Purchaser, in Purchaser’s 's sole discretion, that the Premises is feasible for Purchaser's Intended Use. Purchaser and its agents shall have the right to determine enter onto the feasibility Premises for the purpose of acquiring surveying, testing and examining same including but not limited to inspection of existing buildings for environmental conditions and underground storage tanks for the Propertyentire period this Agreement is in effect. These tests, except for title and survey matters (which investigations, etc. shall be governed by conducted in a manner not to interfere with the provisions of Section 3.2)operations at the Premises. During the Due Diligence Period and subject Purchaser may terminate this Agreement, for any reason in Purchaser's sole discretion, upon written notice to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access prior to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date end of the Due Diligence Period. If Purchaser determines (in its sole discretion) not to pursue lawfully terminates this Agreement, Seller shall return any payments made by Purchaser as the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate full deposit and this Agreement by written notice shall become null and void and the parties shall have no further obligation to Seller given at any time prior to the expiration of each other except as otherwise provided herein. During the Due Diligence Period. , Seller will provide Purchaser shall be deemed with the opportunity to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before make full and independent investigation of all of: (a) the expiration of the Due Diligence Period that Purchaser elects to proceed with facts concerning the transaction contemplated by this the Agreement and effectuate (including the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half condition of the escrow fees shall be promptly returned Premises or any part thereof); and (b) the correspondence, instruments, agreements, contracts, books, documents, records, plans, drawings, specifications, brochures, licenses, registrations, consents, permits, approvals and authorizations relating to the Premises and the transaction contemplated by the Agreement which are in the possession or control of the Seller. Seller has or will provide Purchaser by Escrow Agentwith those documents within its possession or control related to the Premises and this transaction and will immediately, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision upon execution of this Agreement, provide any additional documents which come into its possession or control. Seller states that it does not have a substantial number of documents or materials in this regard, but Seller agrees to cooperate fully with Purchaser in identifying the locations of materials not in its possession or control, but has no inspection obligation to obtain such documents. Purchaser shall begin its investigation of the Property status of the Premises in all respects with due diligence and haste immediately upon the execution of this Agreement and shall keep Seller fully apprised of its findings. Seller shall fully cooperate with Purchaser in its due diligence including instructing its attorneys and consultants to attend all meetings scheduled with NJDEP; Purchaser shall be undertaken without [ ] day’s prior written notice responsible for all fees and costs relating to all services by Seller's attorney and consultants that are specifically authorized, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx)or requested, by Purchaser. Seller or Seller’s representative Purchaser shall have the right to be present waive its due diligence rights and to require Seller to close title within sixty (60) days of the date of this Agreement or at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives time thereafter at the time sole discretion of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be Purchaser subject to Seller’s prior written consent). Any inspection or test shall be performed approval by a person (x) properly licensed and qualified, (y) who has obtained all appropriatethe Bankruptcy Court.

Due Diligence Period. Purchaser shall have until [ ] To the extent Buyer determines to proceed with the transaction contemplated by this Agreement and so instructs Escrow Agent to deliver the Initial Deposit to Seller in accordance with SECTION 2.3, Buyer must give Seller written notice on or before the date that is [ ] days after the Effective Date (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility end of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject that Buyer intends to proceed with the restrictions and limitations set forth in transaction contemplated by this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to Agreement. If before the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement end of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (in its sole discretion) not Buyer fails to pursue the transaction contemplated herein for any reason or no reason whatsoevergive Seller such written notice, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period. Purchaser Buyer shall be deemed to have elected to terminate this Agreement pursuant to without further liability except as described in this Section 8.1 unless Purchaser notifies Seller in writing on SECTION 3.6 and SECTIONS 3.4, 3.5, 9.6 and 10.11. Upon termination or before the expiration a deemed termination of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreement, Buyer shall provide to Seller, originals of all third party reports, studies and appraisals relating to the Property in its possession, without representation or is deemed warranty and at no cost to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees Seller. The foregoing obligation shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have survive any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision If Buyer does not elect to terminate this Agreement and is not deemed to have terminated this Agreement, Buyer may, subject to the terms of this Agreement, no inspection of continue to conduct further physical Due Diligence or other examinations, inspections, tests, studies and investigations regarding the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspectionsProperty; provided, however, that an inspection except as otherwise expressly provided in SECTIONS 5.1 and 10.2.2, in no event shall not be unreasonably delayed ifBuyer have any right to terminate or otherwise modify its obligations hereunder after the end of the Due Diligence Period as a result of any such further physical Due Diligence or other examinations, after being given notice inspections, tests, studies or investigations regarding the Property, and the provisions of such inspection as provided herein and a reasonable opportunity this ARTICLE 3, including, without limitation, the indemnification provisions, shall continue to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriateapply.

Due Diligence Period. Purchaser shall have until [ ] on the date that is [ ] days after the Effective Date (such periodBuyer may, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (as determined in its sole discretion) not to pursue the transaction contemplated herein and absolute discretion for any reason or no reason whatsoever, then Purchaser may terminate this Agreement its obligations hereunder without further liability except for those obligations that survive termination as provided in Sections 9.6, and 11.11 by giving Xxxxxx and Xxxxxx Agent written notice to Seller given at any time prior to on or before the expiration end of the Due Diligence Period. Purchaser If Buyer determines to proceed with the purchase of the Property, then Buyer shall, before the end of the Due Diligence Period, notify Seller and Escrow Agent in writing that Buyer has approved all of the matters described in Sections 3.1 and 3.2 (the “Approval Notice”). If before the end of the Due Diligence Period, Buyer fails to give Seller such written notice of its approval of the matters described in Sections 3.1 and 3.2, then Buyer shall be deemed to have elected to terminate terminated this Agreement pursuant without further liability except for those obligations that survive termination as provided in Sections 9.6, and 11.11. If Buyer terminates (or is deemed to have terminated) this Agreement under this Section 8.1 unless Purchaser notifies 3.5, the Deposit shall be immediately returned to Xxxxx, and Xxxxx shall promptly return the Due Diligence Items to Seller or destroy the same. If Buyer approves the matters described in writing on or before Sections 3.1 and 3.2 prior to the end of the Due Diligence Period, Buyer and the Licensee Parties may, after the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate this Agreementconduct such examinations, inspections, testing, studies or is deemed to have elected to terminate this Agreement, pursuant to this Section 8.1, the Xxxxxxx Money less the Independent Consideration and less one-half of the escrow fees shall be promptly returned to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of investigations regarding the Property (and Seller shall be undertaken without [ ] day’s prior written notice cooperate with Buyer and the Licensee Parties by promptly providing such information reasonably requested by any of them and access to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxxthe Property). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection the same shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all a) be subject to Sellerthe terms and conditions of this Article III and (b) in no event give rise to any right in favor of Buyer to terminate the Agreement. In the event of termination of this Agreement and within a reasonable period of time after Seller requests such information, Buyer shall deliver to Seller copies of all third-party reports, plans, studies, applications or any other matters obtained by or prepared for Buyer in connection with Buyer’s prior written consent)review of the Property and which relate to the physical condition of the Property, including, without limitation, any engineering and environmental reports completed and/or obtained by Buyer in connection with Buyer’s review of the Property; provided, however, Buyer shall have no obligation to deliver any documents or information that Buyer deems to be confidential or proprietary, which shall include financial information, market studies, and appraisals. Any inspection Seller acknowledges and agrees that Xxxxx makes no representations or test warranties, and Buyer shall be performed have no liability, in any respect with any such third-party reports or information provided by a person (x) properly licensed and qualified, (y) who has obtained all appropriateBuyer to Seller pursuant to this paragraph.

Due Diligence Period. Purchaser Buyer shall have until [ ] on the right during a period commencing with the date that is [ ] of this Agreement and ending thirty (30) days after the Effective Date receipt of the Due Diligence Documents (such period, the “"Due Diligence Period”) to conduct "), at its sole cost, expense and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretionrisk, to determine examine and inspect the feasibility physical and environmental condition of acquiring the Property, except for title status of compliance of the Property with applicable building, zoning and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period health laws and subject to conduct feasibility studies with regard to the restrictions ownership and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to operation of the Property. Seller shall have an ongoing obligation during Buyer, its contractors, consultants and representatives, may enter upon the pendency of this Agreement to provide Purchaser with any Property Information that is created Property, whether before or modified in any respect after the commencement end of the Due Diligence Period, howeverto inspect the Property and conduct a due diligence review of the same, and may conduct tests and examinations with regard thereto. Buyer shall promptly restore the provision Property to substantially the same condition in which it existed immediately prior to any physical tests conducted by or on behalf of Buyer. Buyer shall hold Seller harmless from any newand all damages, modified liabilities or updated Property Information shall not reset claims caused by the negligence or otherwise change wrongful act of Buyer, their employees, agents or contractors, in exercising their rights under this Section 6. If at the start date end of the Due Diligence Period. If Purchaser determines (in its sole discretion) not , Buyer elects to pursue proceed with the purchase of the transaction contemplated herein for any reason or no reason whatsoeverhereby, then Purchaser may terminate this Agreement by written notice Buyer shall so notify Seller in writing (a "Notice to Seller Proceed"), given at any time prior to within five (5) days after the expiration of the Due Diligence Period. Purchaser shall be deemed In the event that Buyer fails to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the Due Diligence Period that Purchaser elects to proceed with the transaction contemplated by this Agreement and effectuate the Closing in accordance with the terms hereof . If Purchaser elects to terminate provide such notice, this Agreement, or is deemed and the transactions contemplated herein, will be considered terminated and all Earnest Money, will be rexxxxxx to have elected Buyer. If Buyer does provide Seller a Notice to terminate this Agreement, pursuant to this Section 8.1Proceed as contemplated above, the Xxxxxxx Earnest Money less shall become xxx-xxfundable, except to the Independent Consideration and less one-half extent that any of the escrow fees shall be promptly returned contingencies to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations Buyer's performance hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection of the Property shall be undertaken without [ ] day’s prior written notice to Seller, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or Seller’s representative shall have the right to be present at any or all inspections; provided, however, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity to be present, Seller satisfied or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consent). Any inspection or test shall be performed waived by a person (x) properly licensed and qualified, (y) who has obtained all appropriateBuyer in writing.

Due Diligence Period. Purchaser Buyer shall have until [ ] 5:00 p.m., on the date that is [ ] days after the Effective Date September 5, 2019, to conduct due diligence (such period, the “Due Diligence Period”) to conduct and approve any investigations, studies or tests desired by Purchaser, in Purchaser’s sole discretion, to determine the feasibility of acquiring the Property, except for title and survey matters (which shall be governed by the provisions of Section 3.2). During the Due Diligence Period and subject to the restrictions and limitations set forth in this Section 8.1 and Section 12.8, upon notice, Seller shall provide Purchaser and/or its designated representatives access to the Property at reasonable times to conduct, at Purchaser’s sole cost and expense, its due diligence with respect to the Property. Seller shall have an ongoing obligation during the pendency of this Agreement to provide Purchaser with any Property Information that is created or modified in any respect after the commencement of the Due Diligence Period, however, the provision of any new, modified or updated Property Information shall not reset or otherwise change the start date of the Due Diligence Period. If Purchaser determines (whether in its sole discretion) not to pursue and absolute discretion it will proceed with the transaction contemplated herein for any reason or no reason whatsoever, then Purchaser may terminate by this Agreement by written notice Agreement. If Buyer fails to notify Seller given at any time in writing prior to the expiration of the Due Diligence Period. Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Section 8.1 unless Purchaser notifies Seller in writing on or before the expiration of the Due Diligence Period that Purchaser elects Buyer has elected not to proceed with the transaction contemplated by this Agreement Agreement, Buyer shall be deemed to have irrevocably elected to proceed with this transaction. During the Due Diligence Period, Seller shall (i) provide Buyer and effectuate their designees with such information as or Buyer may from time to time reasonably request with respect to the Closing in accordance with Business, the terms hereof . If Purchaser elects to terminate Acquired Assets and the Assumed Liabilities and the transactions contemplated by this Agreement, or is deemed (ii) provide Buyer and their designees, officers, counsel, accountants, actuaries and other authorized representatives access during regular business hours and upon reasonable notice to have elected to terminate this Agreementthe books, pursuant to this Section 8.1records, the Xxxxxxx Money less the Independent Consideration offices, personnel, counsel, customers, vendors, accountants and less one-half actuaries of the escrow fees Business as Buyer or their designees may from time to time reasonably request and (iii) permit Buyer and its designees to make such inspections of the foregoing as Buyer may reasonably request. Any investigation shall be promptly returned conducted in such a manner so as not to Purchaser by Escrow Agent, this Agreement shall terminate, and neither party shall have any rights or obligations hereunder except for those which expressly survive termination of this Agreement. Notwithstanding any other provision of this Agreement, no inspection interfere unreasonably with the operation of the Property Business. No such investigation (or any disclosure made at any time by Seller to Buyer) shall be undertaken without [ ] day’s prior written notice to Sellerlimit or modify in any way, which may be given via email to Xxxxxxx Xxxxx (xxxxxx@xxxxxxxxxxx.xxx). Seller or act or result in a waiver of, any Seller’s representative shall have the right obligations with respect to be present at any breach of its representations, warranties, covenants or all inspections; providedagreements contained herein (including, howeverwithout limitation, that an inspection shall not be unreasonably delayed if, after being given notice of such inspection as provided herein and a reasonable opportunity conditions to be present, Seller Closing or a representative of Seller is unable to accompany Purchaser and/or its representatives at the time of such inspection. No inspection shall involve physically invasive procedures without the prior written consent of Seller (the scope, timing and inspection of which shall all be subject to Seller’s prior written consentindemnification obligations). Any inspection or test shall be performed by a person (x) properly licensed and qualified, (y) who has obtained all appropriate.