Common use of Due Diligence Period Clause in Contracts

Due Diligence Period. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect.

Due Diligence Period. The Parties hereby acknowledge that, as of Buyer shall have until 5 p.m. Alaska Standard Time on the date that is thirty (30) days after the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period Date (the “Due Diligence Period”) beginning on ), within which to satisfy itself as to the Effective Date Property and continuing until 5:00 p.m. its condition and suitability for Buyer’s intended use (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard DateInspection Contingency”). In consideration of the foregoing, Seller shall cooperate in good faith to provide to Buyer any written information in Seller’s possession relevant to the sale of the Property regarding the condition thereof, and notwithstanding any other provision of this Agreement documentation or information related to the contraryProperty reasonably requested by Buyer, to the Purchasers shall have extent not already disclosed in connection with the right Invitation to Bid. Prior to the expiration of the Due Diligence Period, Buyer may terminate this Agreement at any time by delivering written notice thereof to the Sellers Seller. If this Agreement has not previously been terminated in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied accordance with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8preceding sentence, on or prior to 5:00 p.m. (Pacific Time) on the Hard Dateexpiration of the Due Diligence Period, Buyer may give written notice to Seller that it waives the Inspection Contingency. Each Seller acknowledges and agrees that Upon waiver by Buyer of the Purchasers have no obligation to give Inspection Contingency, the Sellers prior noticeXxxxxxx Money Deposit shall become nonrefundable, or to negotiate except as otherwise expressly provided in good faith with the Sellers regarding modifying the terms of this Agreement. If this Agreement or the transactions contemplated herebyhas not previously been terminated in accordance with this Section 3.1, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers Buyer shall be entitled deemed to a refund of have waived the Inspection Contingency and thereafter the Xxxxxxx Money Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled refunded to a refund of the DepositBuyer except as otherwise expressly provided in this Agreement. If the Purchasers do not terminate this Agreement as set forth in is terminated pursuant to this Section 1.8 3.1, Seller shall return the Xxxxxxx Money Deposit to Buyer, and, if requested by Seller, Buyer shall immediately destroy or as otherwise return all information provided hereinto Buyer in connection with Buyer’s due diligence, then and neither party shall have any further rights or obligations under this Agreement shall remain in full force and effectexcept those that expressly survive termination of this Agreement.

Due Diligence Period. The Parties hereby acknowledge that, as of For the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects purposes of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the Agreement “Due Diligence Period”) beginning ” shall the period commencing on the Effective Date and continuing until 5:00 p.m. terminating on September 30, 2013. During the Due Diligence Period, Seller shall allow Buyer to conduct its inspection and review of the Property at times convenient to the Seller and Operator. The physical condition and all other aspects of the Property (Pacific Timeincluding appraisal, environmental, leases, economic and entitlements) on April 15shall meet the approval of Buyer, 2012 (in Buyer’s sole judgment and discretion, based upon on-site inspections of the Property, and other investigations and inquiries made by Buyer or Buyer’s representatives during the Due Diligence Period including, but not limited to, a review of the Leases. If Buyer disapproves the condition or any other aspect of the Property or this transaction as the result of such date may due diligence, for any reason or for no reason at all, Buyer shall notify Seller and the Escrow Agent in writing of such disapproval prior to the termination of the Due Diligence Period, and this Agreement shall thereupon be accelerated pursuant to Section 1.9terminated. In that event, the “Hard Date”), Xxxxxxx Money shall be returned to Buyer and notwithstanding the Escrow Agent shall be authorized to make such disbursements of the Xxxxxxx Money without any other provision further joinder or approval of Seller or Buyer. If Buyer does not notify Seller and the Escrow Agent in writing prior to the expiration of the Due Diligence Period that Buyer has disapproved the Property and elected to terminate this Agreement as herein provided, then Buyer shall be deemed conclusively to the contrary, the Purchasers shall have waived the right to terminate this Agreement by written notice to under the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms provisions of this Agreement or Section 5. Seller shall cooperate with Buyer to make the transactions contemplated hereby, before Property fully accessible to Buyer and Buyer’s consultants for purposes of Buyer’s inspections and tests during the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectDue Diligence Period.

Due Diligence Period. The Parties hereby acknowledge thatBuyer shall notify Seller on or before 5:00 p.m. Eastern Time on April 10, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period 2018 (the “Due Diligence PeriodExpiration Date”) beginning on whether or not Buyer elects to proceed with the Effective transaction described herein. If Buyer timely notifies Seller that it elects not to proceed with the transaction described herein prior to the Due Diligence Expiration Date, the Escrow Agent shall return the Initial Deposit to Buyer, and this Agreement shall be null and void without recourse to either party hereto and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer does not timely notify Seller that it elects not to proceed with the transaction described herein prior to the Due Diligence Expiration Date, Buyer shall be deemed to have waived such election and instead elected to proceed with the transaction described herein, and in such event Buyer shall deliver the Additional Deposit to Escrow Agent within one (1) Business Day after the Due Diligence Expiration Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers entire Deposit shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement non-refundable except as otherwise expressly set forth in this Section 1.8 or as otherwise provided hereinAgreement, and if Buyer fails to do so, then this Agreement shall remain thereupon terminate, in full force and effectwhich event the Initial Deposit shall be paid to Seller as liquidated damages and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder.

Due Diligence Period. The Parties hereby acknowledge that, as In consideration of the Five Thousand Dollars (US$ 5,000) paid by Buyer to Seller prior to the Effective DateDate (the receipt of which is hereby acknowledged) and the other consideration set forth in Sections 1.1.5 and 1.1.6, Buyer shall have the Purchasers have not yet had an opportunity to complete their exclusive right for the period beginning on the date of execution of this Agreement and ending ninety (90) days thereafter (the "Due Diligence Investigation Period") to conduct such investigations and fully review analyses as it deems necessary and evaluate appropriate, in its sole discretion, to determine whether Buyer wishes to exercise its Option to purchase the Chanate Shares on the terms herein provided. During the Due Diligence Period, Buyer shall have reasonable access to inspect all aspects records and data of this transaction Minera Chanate, and, to the extent Seller is authorized to provide such access, to the Property. Buyer understands that Minera Chanate does not have any employees. Buyer shall have the right, at its sole cost, to take samples directly from the Property, including portions of existing drill core and the condition and suitability of the Assets. Accordinglydrill cuttings, for the period (the “Due Diligence Period”) beginning on the Effective Date purpose of checking assays, metallurgical testing and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement testing that Buyer deems appropriate. All data and information made available by Seller to the contrary, the Purchasers shall have the right to terminate this Agreement Buyer hereunder or obtained or generated by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement Buyer concerning Minera Chanate or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers Property shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers maintained confidential by Buyer and shall not be entitled disclosed to a refund any third party without Seller's prior written consent (which consent shall not be unreasonably withheld), except for consultants and financial advisors of Buyer who agree to be bound by the Depositterms hereof, and except to the extent disclosure is required by law or stock exchange rule. If the Purchasers do not terminate The parties hereby acknowledge and agree that this Agreement will constitute a material contract for Buyer, and as set forth in this Section 1.8 such will be disclosed and attached to documents Buyer files with the United States Securities Exchange Commission or as otherwise provided herein, then this Agreement shall remain in full force and effectmakes public under U.S. securities laws.

Due Diligence Period. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity Buyer may elect to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”terminate its obligations to purchase such Property(ies) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) EST on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision last day of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement respective Due Diligence Periods by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for respective Seller if any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered Audit concludes that: (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (Hazardous Substances have been found at the “Commitment Date”Property in excess of limits permitted by applicable Environmental Law(s), then the Purchasers presence of which predates the possession of the Property(ies) by either: (i) Buyer; or (ii) any predecessor of Buyer which operated an automotive repair facility (including, but not limited to: Tuffy, Kar, Piere, Uniroyal and Midas); or (ii) Seller has failed to respond to an Environmental Objection so as to remediate the Property as required by applicable Environmental Law(s). Buyer may also terminate its obligation to purchase the identified Property if an objection has been raised to the status of title pursuant to Section 5 above which the respective Seller has not cured nor obtained a commitment for title insurance, pursuant to Paragraph 5(c) above. In the event of a termination, the Escrow Agent shall be entitled return to a refund Buyer that portion of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid plus interest allocated to the SellersProperty which will not be sold hereunder. In such event, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers Buyer shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid continue in possession as tenant pursuant to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement lease extension provisions as set forth in this Section 1.8 or as otherwise provided 16(c) herein. In the event of such termination arising out of an Environmental Objection and invasive testing has occurred on the Property, then this Agreement shall remain in full force Buyer shall, to the extent practicable, restore the Property to its existing condition immediately before the conduct of the Phase II Audit and effectdeliver a copy of all reports which are a part of the Phase I and Phase II audits to Seller within twenty (20) days of such termination.

Due Diligence Period. The Parties hereby acknowledge thatPurchaser shall have until 4:00 p.m., as of the Effective DateChicago, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. AccordinglyIllinois time on January 29, for the period 2019 (the “Due Diligence Period”) beginning on within which to inspect the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15Property, 2012 (as such date may be accelerated pursuant obtain any necessary internal approvals to Section 1.9, the “Hard Date”)transaction, and notwithstanding any other provision of this Agreement satisfy itself as to all matters relating to the contraryMembership Interests and the Property, including, but not limited to, environmental, engineering, structural, financial, title and survey matters. If Purchaser determines (in its sole and absolute discretion) that the Purchasers shall have Membership Interests and/or the right Property are unsuitable for its purposes for any reason or no reason or otherwise determines (in its sole and absolute discretion) for any reason or no reason not to proceed to Closing, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the Sellers expiration of the Due Diligence Period. If Purchaser so terminates this Agreement, then the Xxxxxxx Money shall be returned to Purchaser, at which time this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. Purchaser’s failure to 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 event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need Xxxxxxx Money shall not be specified in such notice, provided that such notice is delivered refunded to Purchaser except pursuant to another express provision of this Agreement. Notwithstanding anything to the Sellers contrary contained in this Agreement, by executing and their counsel at the email addresses set forth in Exhibit 1.8delivering this Agreement, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller Purchaser acknowledges and agrees that the Purchasers Purchaser has elected to waive any right that Purchaser may have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement pursuant to this Section 8.1. Purchaser’s right of access and inspection pursuant to this Section 8.1 shall be governed by the Access and Indemnity Agreement dated as of December 17, 2018, a copy of which is attached to the Company Disclosure Letter as Exhibit P and which is incorporated by reference into this Agreement. Notwithstanding anything to the contrary set forth in this Section 1.8 or as otherwise provided hereinAgreement, then the Due Diligence Period is deemed to have expired, and Purchaser hereby waives its right to terminate this Agreement shall remain in full force pursuant to this Section 8.1, on the Effective Date and effectconcurrent with the execution of this Agreement by both Purchaser and Seller.

Due Diligence Period. The Parties hereby hereto acknowledge thatthat Buyer, as of the Effective Agreement Date, the Purchasers have has not yet had an opportunity to complete their Due Diligence Investigation and fully review review, examine, and evaluate all aspects of this transaction the Company and its business. The Company and Shareholder hereby agree that Buyer and its representatives shall have the condition and suitability right to conduct reasonable due diligence review of the Assets. AccordinglyCompany as limited below, for including, but not limited to have the period Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Agreement Date (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and notwithstanding any other provision of this Agreement the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the contraryDue Diligence Expiration Date, the Purchasers waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-solicitation and non-compete provisions (“Due Diligence RC”). If Buyer determines, in its reasonable discretion, that the Company and its assets and business is materially unsatisfactory to Buyer such that the Agreement would not be acceptable under circumstances, (i.e. negligent or willful misrepresentation of Company’s financials and/or compliance with environmental laws or permits), Buyer shall have the right to terminate this Agreement by written give notice to the Sellers in Shareholder and the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such noticeCompany electing to terminate this Agreement, provided that such notice is delivered no later than 6:00 p.m., ET, on the Due Diligence Expiration Date. Notwithstanding the above, the Buyer agrees that if the full twelve (12) calendar months trailing EBITDA (prior to the Sellers and their counsel at Agreement Date) equals or exceeds Ten Million (US $10,000,000) Dollars under its due diligence review, the email addresses set forth in Exhibit 1.8, on or prior Buyer will not have a reasonable basis to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of terminate this Agreement or based on EBITDA. In the transactions contemplated herebyevent Buyer elects to terminate the Agreement pursuant to this Section 1.5, before the Purchasers deliver Buyer agrees to promptly return all original Company’s due diligence materials provided to the notice of termination contemplated Buyer (the “Due Diligence Materials”), and destroy all other Due Diligence Materials in the Buyer’s possession, including all copies thereof, and upon request by the immediately preceding sentence Company provide written confirmation certifying thereto. In the event Buyer does not elect, in writing, to the email address listed in terminate this Agreement pursuant to this Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) 1.5 on or before 5:00 p.m. (Pacific Time) on February 276:00 p.m., 2012 (the “Commitment Date”)ET, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Due Diligence Expiration Date, then the Purchasers condition set forth herein shall be entitled to a refund deemed satisfied and the remainder of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effecteffect according to its terms.

Due Diligence Period. The Parties hereby acknowledge that, as of For the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects purposes of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the Agreement “Due Diligence Period”) beginning ” shall be the period commencing on the Effective Date and continuing until 5:00 p.m. terminating on the Closing Date. During the Due Diligence Period, Seller shall allow Buyer to conduct its inspection and review of the Property at times convenient to the Seller. The physical condition and all other aspects of the Property (Pacific Timeincluding appraisal, environmental, leases, economic and entitlements) on April 15shall meet the approval of Buyer, 2012 (in Buyer’s sole judgment and discretion, based upon on-site inspections of the Property, and other investigations and inquiries made by Buyer or Buyer’s representatives during the Due Diligence Period including, but not limited to, a review of the Leases. If Buyer disapproves the condition or any other aspect of the Property or this transaction as the result of such date may due diligence, for any reason or for no reason at all, Buyer shall notify Seller and the Escrow Agent in writing of such disapproval prior to the termination of the Due Diligence Period, and this Agreement shall thereupon be accelerated pursuant to Section 1.9terminated. In that event, the “Hard Date”), Xxxxxxx Money shall be returned to Buyer and notwithstanding the Escrow Agent shall be authorized to make such disbursements of the Xxxxxxx Money without any other provision further joinder or approval of Seller or Buyer. If Buyer does not notify Seller and the Escrow Agent in writing prior to the expiration of the Due Diligence Period that Buyer has disapproved the Property and elected to terminate this Agreement as herein provided, then Buyer shall be deemed conclusively to the contrary, the Purchasers shall have waived the right to terminate this Agreement by written notice to under the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms provisions of this Agreement or Section 5. Seller shall cooperate with Buyer to make the transactions contemplated hereby, before Property fully accessible to Buyer and Buyer’s consultants for purposes of Buyer’s inspections and tests during the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectDue Diligence Period.

Due Diligence Period. The Parties hereby acknowledge that, as of Commencing on the Effective Date, Contract Date and continuing until 5:00 p.m. (Arizona time) on the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and date which is ninety (90) days after the condition and suitability of the Assets. Accordingly, for the period Contract Date (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers Purchaser shall have the right to satisfy itself, in its sole discretion, as to conditions necessary for Purchaser’s proposed ownership, development or other use of the Premises, including, without limitation: the environmental, soil and engineering conditions of the Premises and any other physical, economic and/or suitability conditions necessary, required or desired for Purchaser’s proposed ownership, development or other use of the Premises (collectively, the “Inspections”). Purchaser shall have the right at any time prior to the expiration of the Due Diligence Period to terminate this Agreement by delivering a written notice of such termination to Seller and Escrow Agent if Purchaser determines in its sole and absolute discretion that the Property is unacceptable to Purchaser for any reason. If Purchaser fails to deliver a written notice to Seller and Escrow Agent approving the Sellers in feasibility of acquiring the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason Property (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i“Approval Notice”) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”)expiration of the Due Diligence Period, then this Agreement and the Purchasers Escrow shall automatically terminate. In the event this Agreement is terminated (or is deemed to have terminated) in accordance with this Section, then (i) the Initial Deposit shall be paid to Purchaser; (ii) Seller shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on keep the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or Fee; (iii) after 5:00 p.m. all documents, instruments, delivered into Escrow shall be returned to the party that delivered the same into Escrow, and (Pacific Timeiv) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate neither party will have any further rights or obligations under this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then except for any obligations which by their express terms are to survive termination of this Agreement shall remain in full force and effect(collectively, the “Surviving Obligations”).

Due Diligence Period. The Parties hereby acknowledge thatPurchaser shall have until 5:00 p.m., as of the Effective DateChicago time on April 15, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period 2003 (the “Due Diligence Period”) beginning on within which to inspect the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15Property, 2012 (as such date may be accelerated pursuant obtain any necessary internal approvals to Section 1.9, the “Hard Date”)transaction, and notwithstanding any other provision of this Agreement satisfy itself as to all matters relating to the contraryProperty, including, but not limited to, environmental, engineering, structural, financial, title and survey matters. If Purchaser determines (in its sole discretion) that the Purchasers shall have the right to Property is unsuitable for its purposes for any reason, then Purchaser may terminate this Agreement by written notice to Seller given at any time prior to the Sellers expiration of the Due Diligence Period. If Purchaser so terminates this Agreement, then the Xxxxxxx Money shall be returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination of this Agreement. Subject to the next two sentences, 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 event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need Xxxxxxx Money shall not be specified in such notice, provided that such notice is delivered refunded to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior Purchaser except pursuant to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms another express provision of this Agreement or the transactions contemplated herebyAgreement. Purchaser shall have until 5:00 p.m., before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) Chicago time on or before 5:00 p.m. (Pacific Time) on February 27April 21, 2012 2003 (the “Commitment DateExtended Due Diligence Period”) within which to obtain and review an appraisal of the Property and to agree with Equity Office Management, L.L.C. upon a form of management agreement for the Property (for a period from and after Closing) (the “New Management Agreement”). If Purchaser determines (in its reasonable discretion) that the appraisal is not acceptable to Purchaser or that a form of New Management Agreement cannot be agreed upon, then Purchaser may terminate this Agreement solely because the appraisal is not acceptable to Purchaser and/or a form of New Management Agreement has not been agreed upon, by written notice to Seller given at any time prior to the expiration of the Extended Due Diligence Period, which notice shall specify in reasonable detail, the reason(s) for such termination in accordance with this sentence. If Purchaser so terminates this Agreement, then the Purchasers Xxxxxxx Money shall be entitled returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination of this Agreement. Purchaser’s failure to so terminate this Agreement within the Extended Due Diligence Period shall be deemed a refund waiver by Purchaser of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000)condition contained in this Section 8.1, which Three Hundred Thousand Dollars ($300,000) shall be paid to and thereafter the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers Xxxxxxx Money shall not be entitled refunded to a refund Purchaser except pursuant to another express provision of this Agreement. 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 DepositProperty and Purchaser shall use reasonable efforts to minimize interference with tenants and Seller’s operation of the property. If No inspection shall be undertaken without forty-eight (48) hours’ prior notice to Seller, unless Seller agrees to an earlier inspection. Seller or Seller’s representative shall have the Purchasers do not terminate right to be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact or interview any tenants without prior notice to Seller and Purchaser shall permit Seller to participate in any such contact. No inspection shall involve the taking of samples or other physically invasive procedures without the prior 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 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 (including, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Purchaser’s exercise of its right of entry upon and inspection and testing of the Property as set forth provided for in this Section 1.8 8.1, other than to the extent arising from any act or omission of Seller and other than such as otherwise provided hereinresult from the discovery or release of any hazardous substances currently on the Property (unless brought on to the Property by Purchaser or its agents or representatives or caused by the unauthorized act of Purchaser) and such indemnity shall survive the Closing and any termination of this Agreement. Purchaser’s indemnification obligations hereunder shall expressly exclude consequential, then this Agreement punitive or special damages. Prior to entering upon the Property for purposes of performing any inspection thereof, Purchaser shall remain provide Seller with evidence of commercial general liability insurance, including broad form contractual liability, from such company and in full force such amount as Seller may reasonably request, which policy shall name each of Seller, Equity Office Management, L.L.C. and effectEOP Operating Limited Partnership as additional insureds.

Due Diligence Period. The Parties hereby acknowledge that, as Section 17(A) of the Effective Date, Agreement is hereby deleted and replaced with the Purchasers following: "Inspections. Buyer shall have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and from the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing date hereof until 5:00 p.m. (Pacific TimeEST) on April 15May 6, 2012 2015 (the "Due Diligence Period") to perform whatever inspections it desires and otherwise satisfy itself that it desires to acquire the Premises. Notwithstanding the foregoing, the Buyer shall have until August 4, 2015 (the "Wetlands and Permitting Period") to obtain the Wetlands Approvals (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), defined herein) and notwithstanding any other provision Permits that specifically rely, or are specifically dependent (the "Wetlands Affected Permits") on the Wetlands Approval prior to the end of the Wetlands and Permitting Period. If Buyer is unable to obtain the Wetlands Approvals and Wetlands Affected Permits prior to the expiration of the Wetlands and Permitting Period, then Buyer shall have the right, at Buyer's election, to terminate this Agreement effective upon notice to Seller of the contraryexercise of said option and receive the Deposit back. If Buyer fails to give written notice to Seller on or before the expiration of the Wetlands and Permitting Period that Buyer is not satisfied with the inspections described herein, the Purchasers Buyer shall be deemed to have waived the right to terminate this Agreement by written notice pursuant to this Section 17A, all Deposits shall be deemed to be non-refundable to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the DepositBuyer. If the Purchasers do not terminate this Agreement as set forth is terminated in accordance with this Section 1.8 or as otherwise provided herein17A, then this Agreement all Deposits paid by the Buyer, and all interest thereon, shall remain in full force be returned to Buyer, and effectthe parties shall have no further obligations to each other.

Due Diligence Period. The Parties hereby acknowledge In the event that, as during the Due Diligence Period, Buyer elects in its sole and absolute discretion to proceed to Closing in accordance with the terms of this Agreement, Buyer shall give Seller and Escrow Agent written notice on or before 5:00 p.m. on the last day of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects Period of this transaction and the condition and suitability of the Assets. Accordingly, for the period such election (the “Go Forward Notice”), whereupon Buyer shall have no further right under this Section 3.6 to terminate the Agreement. For the avoidance of doubt, a Go Forward Notice shall be deemed invalid and ineffective to evidence Buyer’s election to proceed to Closing in accordance with the terms of this Agreement if such notice contains any conditions to Buyer’s obligations hereunder which are not already expressly contemplated by this Agreement. In the event that Buyer has not given the Go Forward Notice to Seller and Escrow Agent on or before 5:00 p.m. on the last day of the Due Diligence Period”) beginning on the Effective Date , then this Agreement shall be deemed to have been terminated for all purposes, except for Buyer’s continuing liability as described in Sections 3.3, 3.4, 9.7 and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision 10.11 of this Agreement. If the Agreement is not terminated as aforesaid, Buyer shall continue to the contrary, the Purchasers shall have the right after expiration of the Due Diligence Period to conduct further Due Diligence regarding the Property. However, no such Due Diligence shall provide Buyer with any additional right to terminate this Agreement by written notice to the Sellers in the event the Purchaserson account thereof, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, except as otherwise expressly provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth elsewhere in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectAgreement.

Due Diligence Period. The Parties hereby acknowledge thatBuyer shall have until 5:00 p.m. Central Standard Time, as on the last day of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation Period in which to make the inspections described in Section 6.1 and fully review and evaluate all aspects 6.2. For purposes of this transaction and the condition and suitability of the Assets. AccordinglyAgreement, for the period (the “Due Diligence Period”) beginning on ” shall commence upon the Effective Date mutual execution and continuing until 5:00 p.m. delivery of this Agreement, and shall expire September 14, 2023. In the event that Bxxxx approves of the Property and the Buyer’s Inspections, then Buyer shall deliver to Seller a written notice (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard DateApproval Notice”), which Approval Notice may be sent via an Email, notifying Seller of Buyer’s approval of Bxxxx’s Inspections and notwithstanding any election to proceed with Closing. In the event Buyer does not deliver an Approval Notice to Seller prior to the expiration of the Due Diligence Period, then Buyer shall be deemed to have terminated this Agreement and the Exxxxxx Money shall be immediately returned by Escrow Agent to Buyer without further instruction from Seller, subject to the other provision terms and conditions of this Agreement Agreement. In the event Buyer timely delivers an Approval Notice prior to the contraryexpiration of the Due Diligence Period, it shall be deemed that Buyer is satisfied with all of the Purchasers shall have the Inspections described in this Section 6, and that Buyer has waived its right to terminate this Agreement by written notice pursuant to this Section 6, and the parties shall proceed to Closing subject to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers other terms and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms conditions of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effectAgreement.