Common use of Feasibility Period Clause in Contracts

Feasibility Period. During the period commencing on the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”), Buyer shall have the opportunity to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, Xxxxx’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by Xxxxx or on Xxxxx’s behalf. If Buyer determines, in Xxxxx’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in Xxxxx’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, Xxxxx’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreement.

Feasibility Period. During Purchaser shall have the period commencing on number of days set forth in the Effective Date Schedule, to conduct an examination of the Property and terminating at 5:00 p.m. Mountain time on September 16to review such other matters as Purchaser deems necessary (including, 2022 (without limitation, a physical Feasibility, an appraisal, an environmental audit, and an engineering Feasibility of the Property) to determine the suitability of the Property for Purchaser’s needs the “Feasibility Period”), Buyer shall have the opportunity . Seller will permit Purchaser and such persons as Purchaser may designate to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use undertake a thorough Feasibility of the Property, including engineering, environmental studies, meeting with various municipalities, etc., all with the cooperation and written consent of Seller where required. Buyer is No Inspections shall be conducted without Seller’s approval as to the time and manner thereof, which approval shall not be unreasonably withheld, conditioned or delayed. At Seller’s request, any such Inspection shall be performed in the presence of a representative of Seller. Purchaser and its representatives shall not damage the Property during the course of its Feasibilitys and Purchaser shall promptly repair and restore in a workmanlike manner any damage to the Property. Purchaser shall, and hereby does, indemnify and hold Seller harmless from any damage, loss, liability, or expense (including attorneys fees) arising out of Purchaser’s Feasibility; which indemnity shall survive closing or termination of this Agreement. Purchaser acknowledges and agrees that any such Inspections conducted by Purchaser or Purchaser’s agents and representatives shall be solely responsible for any at the risk of Purchaser. Purchaser shall carry commercial general liability insurance covering all activities conducted by Purchaser, its agents, contractors and all costs incurred by Buyer in connection with its review and/or investigations of engineers on the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriateProperty. In the event that Purchaser, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development of determines that the Property and the suitability of the Property is not suitable for Buyer’s intended purposes. Buyer and its agentsneeds, employees, consultants and representatives, including, without limitation, Xxxxx’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of then Purchaser may terminate this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary on or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by Xxxxx or on Xxxxx’s behalf. If Buyer determines, in Xxxxx’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in Xxxxx’s sole and absolute discretion, that it elects not to purchase In the Property, then Buyer shall deliver event Purchaser delivers such written notice to Seller and Escrow Agent a written notice of disapproval pursuant to this Section 5.3: (the “Notice of Disapproval”a) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party terminate; (b) the parties shall have any no further obligation or liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, Xxxxx’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreement.other hereunder;

Feasibility Period. During For the period commencing on with the Effective Date and terminating at 5:00 p.m. Mountain time on September 16until the expiration of December 19, 2022 1997 (the “"Feasibility Period”"), Buyer Seller shall have the opportunity permit Purchaser and any of its officers, employees, agents, attorneys, accountants, appraisers, architects, engineers, consultants, lenders, or other representatives as designated by Purchaser (collectively, "Purchaser's Representatives") access to conduct all due diligence with regard Seller's books and records relating to the Property by analyzing the feasibility of its ownership, operation, ownership and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development operation of the Property and access to and entry upon the suitability of Real Property, to examine, inspect, measure, and test the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants to conduct such financial audits and representatives, including, without limitation, Xxxxx’s engineers and contractors verifications as they shall deem reasonably necessary (collectively, “Buyer’s Representatives”the "Inspections"). Seller through the Seller's Representatives and upon request from Purchaser shall cooperate with Purchaser and Purchaser's Representatives in conducting the foregoing activities. Without limitation of the foregoing, it is acknowledged that Purchaser and Purchaser's Representatives shall have the right to enter conduct financial audits with respect to Seller's current page 4 fiscal year operations. Seller hereby consents to Purchaser or Purchaser's Representatives (i) conducting a Phase I environmental site assessment of the Property (the "Phase I Study"), and (ii) a structural review of the Improvements (the "Structural Report"). The costs of conducting and obtaining the Phase I Study and the Structural Report shall be the responsibility of Purchaser. In the event any of Purchaser's Representatives recommends additional environmental review after conducting the Phase I Study, Seller through Seller's Representatives, shall permit Purchaser and Purchaser's Representatives' access to and entry upon the Real Property for such additional review; provided, however, that no invasive inspection shall be performed without one of Seller's Representatives' prior written consent (which consent shall not be unreasonably withheld or delayed). Purchaser shall give not less than twenty-four (24) hours prior written or oral notice to Seller's Representatives prior to any entry upon the Real Property or Improvements for the purpose of conducting such Inspections, and such entry shall be scheduled and coordinated with Seller's Representatives. At Seller's election, a representative of Seller shall be present during any entry by Purchaser or Purchaser's Representative upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary for conducting said Inspections. Purchaser shall not cause or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow permit any mechanic’s 's liens, materialmen's liens, or materialmen’s other liens to be recorded on filed against the PropertyProperty as a result of the Inspections. Buyer Purchaser shall promptly repair and restore any damage to the Property caused by entry upon the Real Property or Improvements by Purchaser or the other Purchaser's Representatives, except to the extent Seller's negligence or willful acts contributed to such inspections and other work performed by Xxxxx or on Xxxxx’s behalfdamage. If Buyer determinesPurchaser shall indemnify, in Xxxxx’s sole and absolute discretiondefend, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in Xxxxx’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller and Seller's officers, Seller’s employees and directors, shareholders, partners, tenants, agents, and all of their respective successors and assigns employees (collectively, “Seller the "Indemnified Parties”) "), from and against any and all claims, liabilitiesactions, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, Xxxxx’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changesdamages, claims, liabilities, lossesand expenses (including court costs and reasonable attorneys' fees) brought, costssought, damages or expenses incurred by or against any of the Indemnified Parties resulting from, arising out of, or relating to, entry upon the Real Property or Improvements by Purchaser or any of the other Purchaser's Representatives, except to the extent arising from Seller's negligence or relating willful acts contributed to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substancessame. The Parties respective foregoing indemnification and repair and restoration obligations under this Section (collectively, "Purchaser's Indemnity") shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall expressly survive the termination of this Agreement for a period of one (1) year after the termination of this Agreement or Closing. If Purchaser notifies Seller in writing on or before the end of the Feasibility Period that the Property or any other item is unsatisfactory for any reason whatsoever, in Purchaser's sole discretion, Purchaser may, upon written notice to Seller, terminate this Agreement, and the parties hereto shall be released from all obligations hereunder. If Purchaser fails to terminate this Agreement in accordance with its right to terminate on or before the end of the Feasibility Period, Purchaser shall have no further right to terminate this Agreement pursuant to this Paragraph.

Feasibility Period. During the period commencing on upon the Effective Date hereof and terminating expiring at 5:00 p.m. Mountain central time on September 16the date which is fourteen (14) calendar days thereafter or the next succeeding Business Day if such fourteenth day is not a Business Day, 2022 Purchaser and Purchaser’s representatives, agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively the “Purchaser’s Parties”) shall have the right of investigation and inspection of the Property, documents, reports, studies and plans, in Seller’s current possession or control, as listed on attached Exhibit C (collectively the “Seller’s Materials”) and any other information, reasonably requested by Purchaser at no cost to Seller relating to the Property in Seller’s possession or control, during the remainder of the Access Period (“Feasibility Period”), Buyer shall have the opportunity ) to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriatedetermine, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, Xxxxx’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in BuyerPurchaser’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore whether or not the Property is acceptable to substantially its condition prior to commencement of the workPurchaser and suitable for Purchaser’s intended use. Buyer Purchaser shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage provided access to the Property caused by upon prior written notice to Seller in accordance with the procedure set forth in Section 2.03(a) for the sole purpose of conducting such inspections non-invasive investigations, inspections, audits, analyses, surveys, tests, examinations, and other work performed by Xxxxx studies of the Property as Purchaser has deemed necessary or on Xxxxxdesirable to determine whether the Property is suitable for Purchaser’s behalf. If Buyer determines, purposes in XxxxxPurchaser’s sole and absolute discretion, . Purchaser’s access to purchase the Property shall be governed by the terms of this Contract. Purchaser shall not alter or damage the Property in any manner and Purchaser shall not permit any mechanic’s liens to be filed against all or any part of the Property that arise from Purchaser’s or Purchaser Parties’ activities concerning the Property, then Buyer shall deliver to . Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in Xxxxx’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and the absolute right to be present at all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in times when any of the Buyer’s activities with respect to Purchaser Parties are present at the Property under pursuant to this Section. Notwithstanding anything herein to the contrary, Xxxxx’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this AgreementContract.

Feasibility Period. During the For a period commencing beginning on the Effective Date of this Agreement and terminating at 5:00 p.m. Mountain time on September 16continuing for thirty (30) days thereafter (as such may be extended, 2022 (the “Feasibility Period”), Buyer Purchaser shall have the opportunity to conduct all due diligence with regard to right of investigation and inspection of the Property by analyzing Property, including, without limitation site visits and physical inspections of the feasibility of its ownershipProperty, operationobtaining a Phase I Environmental Assessment, property condition assessment, zoning report and survey, and use the right of investigation of the Disclosure Documents, as well as the right to obtain financing on terms acceptable to Purchaser, to determine whether or not Purchaser desires to proceed with the purchase of the Property. Buyer is solely responsible Purchaser agrees that Purchaser must obtain Seller’s prior written approval for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development of testing conducted on the Property which is more invasive than a Phase I Environmental Site Assessment. For the sake of clarity, the Feasibility Period will be to determine that each individual Parcel collectively constituting the Property is acceptable or not and is an “all-or-nothing” decision (i.e., Purchaser agrees that it will not be able to proceed with certain Parcels to the suitability exclusion of others). During such Feasibility Period, and during the period prior to the Closing, Purchaser and Purchaser’s agents shall have the right of access to the Property for Buyer’s intended purposes. Buyer the purpose of conducting such investigation and its agents, employees, consultants and representativesinspection, including, without limitation, Xxxxx’s engineers those investigations and contractors (collectivelyinspections listed hereinabove, “Buyer’s Representatives”), shall have during reasonable business hours and upon reasonable advance notice to Seller. Purchaser agrees to conduct such investigations in a commercially reasonable manner and to minimize any disturbance to the right to enter business operations of the tenants upon the Property at all times during the pendency of Land. If, in Purchaser’s sole judgment and discretion, Xxxxxxxxx decides that Purchaser wishes to terminate this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary for any reason or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by Xxxxx or on Xxxxx’s behalf. If Buyer determines, in Xxxxx’s sole and absolute discretion, to purchase the Propertyfor no reason, then Buyer Purchaser shall deliver to give Seller and Escrow Agent written notice of approval (the “Notice of Approval”) such fact not later than 5:00pm Central Time, on or before the expiration date of the Feasibility Period. Purchaser shall have no obligation to notify Seller of any reasons for such rescission, and in such event, the Escrow Deposit shall be promptly returned to Purchaser and both Parties shall be released from all further obligations hereunder, except with respect to those provisions which expressly survive the termination of this Agreement. If Buyer determines, in Xxxxx’s sole and absolute discretion, that it elects Purchaser does not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a give written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure its election to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed terminate this Agreement prior to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then the Feasibility Period shall be deemed permanently waived by Purchaser, and this Agreement shall terminate remain in full force and neither party effect. Purchaser shall have not cause or permit any liability under this Agreement except as expressly survives termination damage or injury to the Property, and Purchaser shall repair any damage or injury to the Property resulting from Purchaser’s investigation and inspection of this Agreementthe Property. Buyer Except for matters resulting from the gross negligence or willful misconduct of Seller (or its representatives, employees, agents or contractors), Purchaser shall indemnify and hold harmless Seller, Seller’s employees and agents, and all Seller on account of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costscauses of action, damages or expenses of any kindand expenses, including, without limitation, (including reasonable attorneys’ fees, incurred ) arising out of or suffered by the Seller Parties relating to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect damage caused to the Property resulting from the acts of Purchaser, its agents, employees or contractors under the provisions of this Section. Notwithstanding anything herein to Section 5(b) which are not the contraryfault of Seller, Xxxxx’s restoration and/or indemnification obligations set forth herein and provided that the foregoing indemnity shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct Purchaser’s mere discovery of any existing conditions. The foregoing obligations of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through Purchaser to repair the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section and indemnify Seller shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive (or the termination of this Agreement), notwithstanding any other language to the contrary in this Agreement.

Feasibility Period. During Buyer shall have through 5:00 p.m. PST on the period commencing on seventy-fifth (75th) day after the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”), Buyer shall have the opportunity to conduct examine and investigate all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use aspects of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b)Acquired Assets, Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, including without limitation, Xxxxx’s engineers building, structural and engineering analysis, soil composition, leases, subleases, contracts, easements, rights of way, building and other restrictions, governmental conditions and title matters relating to the Real Property. Buyer, its authorized agents, employees and independent contractors (collectively, “Buyer’s Representatives”), shall will have the right to enter the Business or upon the Real Property at all times during for the pendency purpose of this Agreement conducting any investigations and tests as it deems advisable, including but not limited to financial reviews, engineering and environmental assessments, soils tests, structural inspections and the like. However, Buyer will not engage in order any physically invasive testing or inspections, other than a Phase I environmental audit and geotechnical soils borings, without Seller’s prior written consent, not to makebe unreasonably withheld, at Buyer’s sole expenseconditioned or delayed. Any entry by or on behalf of Buyer will be subject to such reasonable rules, regulations, standards and conditions as Seller may impose. All such investigations and studies as tests will be at the sole cost and expense of Buyer, and will not damage, destroy or harm the Real Property or any improvements thereon. Buyer deems necessary or advisablewill, in Buyer’s sole any event, promptly repair and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA surveyrestore the Real Property to its original condition subject to the provision in the next succeeding sentence. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay will indemnify, defend and hold harmless Seller from any and all expenses liabilities arising out of such inspections on or about Buyer’s exercise of its rights under this Section 9.4(a); provided however, that Buyer shall not be responsible to indemnify, defend and hold Seller harmless from the Property and will not allow existence of any mechanic’s or materialmen’s liens to be recorded condition on the Property. Buyer shall promptly repair any damage to Real Property at the Property caused by such inspections and other work performed by Xxxxx or on Xxxxx’s behalf. If Buyer determines, in Xxxxx’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in Xxxxx’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration commencement of the Feasibility Period, then this Agreement shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. rather Buyer shall indemnify only be obligated to indemnify, defend and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses the exacerbation of any kind, including, without limitation, reasonable attorneys’ fees, incurred existing condition caused by Buyer or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, Xxxxx’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages its agents or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreementcontractors.

Feasibility Period. During the period commencing With Seller’s reasonable cooperation, Buyer shall have until 5:00 P.M. Pacific Time on the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 date which is ninety (90) days after the Opening of Escrow (the “Feasibility Period”), Buyer shall have the opportunity ) to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer use and its agents, employees, consultants and representativesdevelopment, including, without limitation, Xxxxx’s engineers any governmental land regulations, zoning ordinances, development costs, financial and contractors market feasibility, all covenants, conditions and restrictions and other contracts, agreements or documents affecting the Property, the status of the entitlement or development condition of the Property, the physical condition of the Property, including soil and geological assessments, the Reports, the Existing Environmental Reports and a Phase I environmental audit (collectively, the “Buyer’s RepresentativesFeasibility Matters”), shall have and to approve or disapprove of the right to enter upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, Feasibility Matters in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition On or prior to commencement the expiration of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by Xxxxx or on Xxxxx’s behalf. If Buyer determinesFeasibility Period, in Xxxxx’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent Holder a written notice of approval indicating that Buyer is satisfied with the Feasibility Matters and/or is waiving any dissatisfaction with such matters (the “Notice of ApprovalFeasibility Approval Notice”) on or before the expiration alternatively that Buyer disapproves of the Feasibility PeriodMatters. Failure by Buyer to timely give notice of its approval or disapproval of the Feasibility Matters shall be deemed disapproval thereof. If Buyer determines, in Xxxxx’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers disapproves (or is deemed to deliverhave disapproved) the Notice of Disapproval on or before the expiration of the Feasibility Period, Matters as provided herein then this Agreement shall automatically terminate and neither party the provisions of Paragraph 2.6.1 shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, Xxxxx’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreementapply.

Feasibility Period. During the period commencing on the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”), Buyer shall have the opportunity to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, Xxxxx’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by Xxxxx or on Xxxxx’s behalf. If Buyer determines, in Xxxxx’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in Xxxxx’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the The Feasibility Period under the Contract shall be deemed to constitute Buyer’s timely delivery have expired for all purposes under the Contract on the Second Amendment Date. Purchaser hereby agrees that it has completed its review of a Notice the Properties and, except as expressly set forth in the Contract, hereby waives its right to further object (pursuant to Sections 3.2 or 4.3 of Disapprovalthe Contract or otherwise) to any matter concerning the Title Documents, the Surveys, the Property Contracts, the Leases, the Miscellaneous Property Assets, the physical condition of the Properties, or otherwise with respect to the Properties. If Buyer delivers (or Purchaser agrees that, to its actual current knowledge, Sellers have made all required deliveries required under the Contract and performed all of Sellers' required obligations under the Contract through the date hereof. Purchaser agrees that Purchaser's right to terminate the Contract is deemed irrevocably waived, except for Purchaser's express rights under the Contract which are applicable to deliver) the Notice of Disapproval on or before time period following the expiration of the Feasibility Period, then this Agreement shall terminate and neither party shall have the Deposit (including the Additional Deposit to be delivered to Escrow Agent as required hereunder) is non-refundable except only as set forth in the Contract. Purchaser acknowledges (Y) receiving from Sellers updated Rent Rolls and lists of Property Contracts, and that the same do not disclose any liability under this Agreement except as expressly survives termination violations of any representations, warranties or covenants, and (Z) having a full and complete opportunity to visit and inspect the Properties and review all files and documents located at the Properties, or otherwise made available, prior to the execution of this Agreement. Buyer shall indemnify Amendment and hold harmless Seller, Seller’s employees expressly and agents, and all specifically re-affirms the provisions set forth in Section 6.2 of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kindthe Contract, including, without limitation, reasonable attorneys’ feesthe "AS IS", incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any WHERE IS" and "WITH ALL FAULTS" nature of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, Xxxxx’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any acquisition of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this AgreementProperties.

Feasibility Period. During the period commencing on From and after the Effective Date and terminating at 5:00 p.m. Mountain time on September 16through December 19, 2022 2006 (the “Feasibility Period”), Buyer Purchaser shall be, at Purchaser’s sole cost and expense, entitled (i) to inspect the Property to conduct such tests, surveys, analyses and feasibility studies of or with respect to the Property as Purchaser deems necessary or advisable; (ii) to meet with governmental entities regarding the feasibility of development of, and other matters relating to, the Property; and (iii) review and copy Seller’s files relating to the Property. In no event shall Seller be obligated to deliver or make available to Purchaser any of Seller’s internal memoranda, attorney-client privileged materials or appraisals of the Property, if any. Without limiting the generality of the foregoing, Purchaser (and persons or entities authorized by Purchaser) shall, subject to prior notice to Seller, have the right and authority to go upon the Premises, from time to time on one or more occasions, for feasibility determinations including, without limitation (1) determining the adequacy, cost and availability of utilities, access, zoning and other restrictions on the use of the Property; (2) performing environmental, soils and subsoil tests, engineering and drainage studies; (3) obtaining any necessary entitlements or permits; (4) determining the economic feasibility of future development of the Property as related to Purchaser’s use of the Property; and (5) conducting tenant interviews, provided, however, that any such tenant interviews shall be coordinated and arranged by Seller and Seller shall have the opportunity to conduct all due diligence be present during such tenant interviews. Purchaser must also coordinate with regard Seller and any such tenant prior to entering into any portion of the Premises that is demised under an existing Lease. Seller also shall make available to Purchaser for interviews regarding the Property, Xxxxx Xxxxxxx, the person responsible for in-house property management of the Property by analyzing for Seller. Seller agrees to reasonably cooperate with Purchaser in connection with the feasibility of its ownershiptests, operation, investigation and use inspection of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, Xxxxx’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by Xxxxx or on Xxxxx’s behalf. If Buyer Purchaser determines, in Xxxxx’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in XxxxxPurchaser’s sole and absolute discretion, that it elects the Property is not to purchase the Propertysuitable for any reason or no reason, then Buyer Purchaser shall deliver to notify Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time in writing on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period and upon such notice this Agreement shall terminate, Escrow Agent shall return the Deposit to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder, except for those obligations that expressly survive by their terms. If Purchaser notifies Seller that the Property is suitable for the purposes contemplated hereby, Purchaser’s right to object pursuant to this Section 4 shall be deemed waived and of no further force or effect, and the Deposit shall become nonrefundable to constitute Buyer’s timely delivery of Purchaser, except as otherwise provided in this Agreement, but remain applicable as a Notice of Disapprovalcredit to the Purchase Price at Closing. If Buyer delivers (or is deemed Should Purchaser fail to deliver) give the Notice of Disapproval notice described in the preceding sentence on or before the expiration of the Feasibility Period, then this Agreement Purchaser shall terminate and neither party shall have any liability under this Agreement except as expressly survives termination of this Agreement. Buyer shall indemnify and hold harmless Seller, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all claims, liabilities, losses, costs, damages or expenses of any kind, including, without limitation, reasonable attorneys’ fees, incurred or suffered by the Seller Parties to the extent the same directly result from the negligence of Buyer in any of the Buyer’s activities with respect to the Property under this Section. Notwithstanding anything herein to the contrary, Xxxxx’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply have elected to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section shall survive the Closing and termination of terminate this Agreement. The indemnification obligation of Buyer contained , in this Section 4 shall survive the termination of this Agreement.which case Escrow

Feasibility Period. During This Agreement shall be contingent upon the satisfactory inspection of the Real Estate by Purchaser, in its sole and absolute discretion and judgment, during the period (the "Feasibility Period") commencing on the Effective Date and terminating at 5:00 p.m. Mountain time ending on September 16, 2022 the sixtieth (60th) day after receipt by Purchaser of the “last of the information referenced in Paragraph 10. During the Feasibility Period”), Buyer Purchaser shall have the opportunity right to physically inspect the condition of the Real Estate to conduct all due diligence various tests with regard respect to the Property by analyzing Real Estate, including, but not limited to, soil tests and environmental and hazardous and toxic waste tests and to otherwise determine the feasibility of its ownership, operation, and use (economic or otherwise) of the Property. Buyer is solely responsible for any acquisition, ownership and all costs incurred by Buyer in connection with its review and/or investigations development of the matters set forth in this Section 5(b)Real Estate. At any time during the Feasibility Period, Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriatePurchaser, in its Purchaser's sole and absolute discretion, concerning Xxxxx’s proposed ownershipmay, operationupon written notice to Seller, use terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and development all of the Property rights, duties and the suitability obligations of the Property for Buyer’s intended purposes. Buyer parties hereto shall immediately terminate, and its agents, employees, consultants and representatives, including, without limitation, Xxxxx’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of this Agreement in order to makeshall be null, at Buyer’s sole expense, such investigations void and studies as Buyer deems necessary of no further force or advisableeffect. If, in Buyer’s Purchaser's sole judgment and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer Purchaser decides that it does not wish to proceed with the purchase, Purchaser shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by Xxxxx or on Xxxxx’s behalf. If Buyer determines, in Xxxxx’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to give Seller and Escrow Agent written notice of approval (the “Notice of Approval”) such fact on or before the expiration end of the Feasibility Period. If Buyer determines, In the event Purchaser does not notify Seller in Xxxxx’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time writing on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration end of the Feasibility Period of Purchaser's election to terminate this Agreement, Purchaser shall be deemed purchase the Real Estate in accordance with and subject to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to deliver) the Notice of Disapproval on or before the expiration of the Feasibility Period, then this Agreement shall terminate terms and neither party shall have any liability under this Agreement except as expressly survives termination of conditions set forth in this Agreement. Buyer Seller shall indemnify cooperate fully with Purchaser and Purchaser's agents, employees and representatives in connection with Purchaser's inspections, tests, surveys and studies of the Real Estate. Purchaser hereby agrees to pay, and to indemnify, protect, save, defend and hold harmless Sellerforever harmless, Seller’s employees and agents, and all of their respective successors and assigns (collectively, “Seller Parties”) from and against any and all liabilities, obligations, claims, liabilitiesdamages, lossesjudgements, costsawards, damages or penalties, costs and expenses of any kind, (including, without limitation, reasonable attorneys’ fees' fees and expenses), incurred which Seller may incur, suffer or suffered sustain by reason of Purchaser's entry upon the Seller Parties Real Estate pursuant to the extent the same directly result from the negligence terms of Buyer in any of the Buyer’s activities with respect to the Property under this SectionAgreement. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, Xxxxx’s restoration and/or indemnification obligations set forth herein shall not be deemed to apply to changes, claims, liabilities, losses, costs, damages or expenses to the extent arising from or relating to (1) the negligent acts, the omissions, or the willful misconduct of any of the Seller Parties or their invitees, or (2) the presence of any latent defects or Hazardous Substances (as defined below) discovered on, under or through the Property not created or negligently exacerbated by Buyer, and/or the disclosure of any such latent defects or Hazardous Substances. The Parties respective obligations under this Section provision shall survive the Closing and or earlier termination of this Agreement. The indemnification obligation of Buyer contained in this Section 4 shall survive the termination of this Agreement.this