Common use of Study Period Clause in Contracts

Study Period. Provided that Buyer complies with the provisions of Section 12.2, at any time during the period beginning on the Effective Date and expiring on the later of (i) the date forty five (45) days after the Effective Date or (ii) the expiration of the Title Review Period (the “Study Period”), Buyer, acting in its sole and absolute discretion, may make its own investigation of the Assets and the Business, including, without limitation, physical status, financial status, title, zoning, environmental and other tests or investigations, appraisals, surveys, and state and federal regulatory and licensing matters. Notwithstanding the foregoing, Buyer shall have the right to extend the Study Period for a period of up to an additional thirty (30) days to obtain a Financing Commitment reasonably acceptable to Buyer by delivering written notice to Seller of Buyer’s election to so extend the Study Period at any time prior to the originally scheduled expiration of the Study Period. Notwithstanding the foregoing, in the event Buyer has elected to extend the Study Period pursuant to the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration of the Study Period, Buyer shall provide written notice to Seller that it has received a Financing Commitment reasonably acceptable to Buyer and the Study Period shall be deemed to expire on the date of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b), to conduct such studies. At any time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or no reason, in its sole discretion that (a) it will complete the proposed acquisition of the Assets or (b) it will not complete the proposed acquisition of the Assets, and is thereby terminating this Agreement, and upon such termination neither Party shall have any further obligation to the other hereunder except for Buyer’s and Seller’s obligations under this Agreement which expressly survive termination.

Study Period. Provided that Buyer complies with (a) The Purchaser shall have the provisions right, until the end of Section 12.2the Study Period, to enter upon the Real Property and to perform, at any time during the period beginning Purchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate provided Purchaser gives Seller at least twenty-four (24) hours notice prior to entering on the Effective Date and expiring on Real Property. The Purchaser shall investigate the later of (i) the date forty five (45) days after the Effective Date or (ii) the expiration of the Title Review Period (the “Study Period”), Buyer, acting in its sole and absolute discretion, may make its own investigation of the Assets Property and the BusinessSeller, including, without limitation, physical statusa full environmental due diligence audit and investigation of the Property and UCC, financial statuslien, titlelitigation, zoningjudgment and bankruptcy searches on the Seller. If such tests, environmental studies and other tests or investigationsinvestigations warrant, appraisalsin the Purchaser' sole, surveysabsolute and unbelievable discretion, the purchase of the Interests for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and state and federal regulatory and licensing matters. Notwithstanding shall so notify the foregoing, Buyer shall have the right to extend the Study Period for a period of up to an additional thirty (30) days to obtain a Financing Commitment reasonably acceptable to Buyer by delivering written notice to Seller of Buyer’s election to so extend the Study Period at any time prior to the originally scheduled expiration of the Study Period. Notwithstanding If for any reason the foregoing, in Purchaser do not so notify the event Buyer has elected Seller of their determination to extend the Study Period pursuant proceed to the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration of the Study Period, Buyer shall provide written notice to Seller that it has received a Financing Commitment reasonably acceptable to Buyer and the Study Period shall be deemed to expire on the date of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b), to conduct such studies. At any time Closing prior to the expiration of the Study Period, Buyer may or if the Purchaser notify Seller in writing that Buyer has determined, for any or no reasonthe Seller, in its sole discretion that (a) it will complete writing, prior to the proposed acquisition expiration of the Assets or (b) Study Period that it will has determined not complete the proposed acquisition of the Assetsto proceed to Closing, this Agreement automatically shall terminate, and is thereby terminating the Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and upon such termination neither Party the Deposit together with interest accrued thereon shall have be immediately refunded to Purchaser. Purchaser shall indemnify Seller for any further obligation loss, damage or liabilities arising our of activities relating to the other hereunder except for Buyer’s Study Period and Seller’s obligations under this Agreement which expressly survive terminationPurchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Seller and naming the Seller as an additional insured prior to entry upon the Property.

Study Period. Provided that Buyer complies with the provisions of Section 12.2, at any time during the period beginning on the Effective Date (a) Purchaser and expiring on the later of (i) the date forty five (45) days after the Effective Date Purchaser’s potential lessee or (ii) the expiration of the Title Review Period (the “Study Period”), Buyer, acting in its sole and absolute discretion, may make its own investigation of the Assets and the Business, including, without limitation, physical status, financial status, title, zoning, environmental and other tests or investigations, appraisals, surveys, and state and federal regulatory and licensing matters. Notwithstanding the foregoing, Buyer manager shall have the right to extend right, until 5:00 p.m., Yountville, California time on the Study Period for a period of up to an additional thirty (30) days to obtain a Financing Commitment reasonably acceptable to Buyer by delivering written notice to Seller of Buyer’s election to so extend the Study Period at any time prior to the originally scheduled expiration of the Study Period. Notwithstanding the foregoing, in the event Buyer has elected to extend the Study Period pursuant to the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration last day of the Study Period, Buyer shall provide written and thereafter if Purchaser notifies Seller in writing prior to the expiration of the Study Period that Purchaser has elected not to terminate this Agreement, to enter upon the Real Property upon one (1) business day notice to Seller that it has received and to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a Financing Commitment reasonably acceptable to Buyer and the Study Period shall be deemed to expire on the date of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b)manner which, to conduct the greatest reasonable extent, does not materially impair the operation of the Hotel or the Xxxxxx Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive). If such studies. At any time tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser may elect to proceed with this transaction and shall notify Seller and Escrow Agent, in writing prior to the expiration of the Study Period, Buyer may that Purchaser has elected not to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of the Study Period, or if Purchaser notifies Seller and Escrow Agent in writing prior to the expiration of the Study Period that Buyer it has determined, for any or no reason, determined in its sole discretion that (a) it will complete the proposed acquisition of the Assets or (b) it will not complete the proposed acquisition of the Assetssole, absolute and is thereby terminating unreviewable discretion, to terminate this Agreement, this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser and upon such termination neither Party Purchaser and Seller shall have any be released from all further liability or obligation to the other hereunder except for Buyer’s and Seller’s obligations under this Agreement those which expressly survive terminationa termination of this Agreement.

Study Period. Provided that Buyer complies with the provisions of Section 12.2, at any time during the period beginning on the Effective Date and expiring on the later of (i) the date forty five (45) days after the Effective Date or (ii) the expiration of the Title Review Period (the “Study Period”), Buyer, acting in its sole and absolute discretion, shall have a sixty (60) calendar day period after the date hereof (the “Study Period”) which Study Period shall end on or about at 5:00 p.m., Eastern Standard Time on December 12, 2012, during which Buyer may make its own investigation of the Assets and the Business, including, without limitationbut not limited to, physical statusexamination of all books of account and records related to the business related to operating the Assets, financial status, title, and property-level diligence such as investigations with regard to zoning, environmental building code and other tests legal requirements, obtaining such third party reports or investigationsstudies as Buyer deems necessary, appraisalsinvestigation of the status of the receivables, surveysservice contracts, Medicare/Medicaid provider agreements and compliance with all applicable regulatory requirements such as state or federal permits, licenses, and state and federal regulatory and licensing healthcare survey matters. Notwithstanding the foregoing, Buyer shall have the right to extend the Study Period for a period of up to an additional thirty (30) days to obtain a Financing Commitment reasonably acceptable to Buyer by delivering written notice to Seller of Buyer’s election to so extend the Study Period at any time prior to the originally scheduled expiration of the Study Period. Notwithstanding the foregoing, in the event Buyer has elected to extend the Study Period pursuant to the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration of the Study Period, Buyer shall provide written notice to Seller that it has received a Financing Commitment reasonably acceptable to Buyer and the Study Period shall be deemed to expire on the date of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b15.1(b), to conduct such studies. At any time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or no reason, in its sole discretion that (a) it will complete the proposed acquisition of the Assets or (b) it will not complete the proposed acquisition of the Assets, and is thereby terminating this Agreement. If Buyer gives such notice to Seller, this Agreement shall automatically terminate and Seller shall instruct the Title Insurer to remit the Deposit, and upon such termination all interest thereon, to Buyer. In the event Buyer terminates this Agreement on the basis of any of Seller’s representations proving untrue, or because Seller refuses to cure due diligence deficiencies reasonably identified by Buyer, then (i) the Escrow Agent shall return the Deposit to Buyer together with accrued interest thereon, without any setoff or deduction, and neither Party party shall have any further obligation to the other hereunder except for Buyer’s and Seller’s obligations under Sections 15.1(c) (relating to damages to property) and 22.1 (relating to broker’s commissions) which shall survive such termination. If Buyer does not deliver such notice to Seller prior to the end of the Study Period, Buyer shall be deemed to have elected to proceed under this Agreement which expressly survive terminationand to consummate the transaction contemplated hereunder.

Study Period. Provided that Buyer complies with the provisions of Section 12.2, at any time during For the period beginning commencing on the Effective Date date of this Agreement and expiring on the later of ending ninety (i) the date forty five (4590) days after the Effective Date or (ii) the expiration of the Title Review Period such date (the “"Study Period”"), and, if Buyer does not terminate this Agreement pursuant to this Section, during the term of this Agreement, Buyer, acting in at its sole cost and absolute discretionexpense, shall have reasonable access to the Property, with prior notice to Seller which may make be verbal, for the purpose of conducting such soil borings, soil analyses, engineering tests and studies, economic and/or topographic tests, studies, and/or other investigations with respect to the Property as Buyer may deem necessary in order to determine whether the Property is suitable for Buyer's intended use thereof. Buyer will, and will cause any consultant to, take all reasonable precautions to avoid any damage to the Property from the activities of its own investigation employees, contractors, or equipment. Any damage or changes to the Property resulting from the activities of Buyer or its agents or contractors, whether or not caused by negligence, will be promptly restored at Buyer's expense to the condition prior to such activities by Buyer or its consultants. Buyer shall provide specific notice to Seller of the Assets time, place and methods before destructive sampling of the Business, including, without limitation, physical status, financial status, title, zoning, environmental and other tests or investigations, appraisals, surveysProperty will be performed, and state and federal regulatory and licensing mattersshall not proceed with such sampling without the prior written approval of Seller, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, it is acknowledged by the parties that soil samples will likely be taken in connection with environmental studies and no prior consent must be received in connection with such studies or samples. In the event that Buyer shall have determines, in its sole discretion, that the right to extend the Study Period Property is not suitable for a period Buyer's intended use, then Buyer may terminate this Agreement by delivery of up to an additional thirty (30) days to obtain a Financing Commitment reasonably acceptable to Buyer by delivering written notice thereof to Seller of Buyer’s election to so extend the Study Period at any time prior to the originally scheduled expiration of the Study Period. Notwithstanding the foregoing, in the event Buyer has elected to extend the Study Period pursuant to the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration of the Study Period, Buyer shall provide written notice to Seller that it has received a Financing Commitment reasonably acceptable to Buyer and the Study Period shall be deemed to expire on the date of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b), to conduct such studies. At any time prior to the expiration of the Study Period, and thereupon the parties hereto shall have no further rights or obligations one to the other hereunder, and the Deposit and all interest accrued thereon shall be returned to Buyer. Buyer may notify shall indemnify and hold Seller harmless from and against all costs, expenses, claims (including mechanics' lien claims) and liabilities incurred by Seller in writing that connection with the tests and studies conducted by Buyer has determinedand Buyer's entry upon the Property pursuant to this paragraph, for any or no reasonincluding, without limitation, attorneys' fees and expenses. Buyer shall, upon request, furnish to Seller evidence of its liability insurance before entering upon the Property. Buyer further agrees, at its sole cost and expense, in its sole discretion the event that this Agreement terminates or Closing does not occur hereunder, to deliver to Seller copies of all surveys, site plans, applications, test results, studies, appraisals and similar information obtained by Buyer concerning the Property, as well as any background or due diligence materials provided by Seller to Buyer (a) it will complete collectively, the proposed acquisition "Study Materials"). Notwithstanding any provision to the contrary herein, Buyer's obligations under this section shall survive the expiration or termination of the Assets or (b) it will not complete the proposed acquisition of the Assets, and is thereby terminating this Agreement, and upon such termination neither Party shall have any further obligation to the other hereunder except for Buyer’s and Seller’s obligations under this Agreement which expressly survive terminationClosing.

Study Period. Provided SELLER and PURCHASER hereby acknowledge that Buyer complies with as of the provisions Effective Date, PURCHASER has not yet had an opportunity to complete its required due diligence and fully review and evaluate this transaction. For a period of Section 12.2, at any time during the period beginning on twenty one (21) days following the Effective Date (the "Study Period"), PURCHASER shall have the right to enter upon the PROPERTY and expiring on to perform, at its expense, boring tests, engineering, topographic, environmental, survey and marketing tests or any other studies, tests and due diligence as PURCHASER elects, including, without limitation, the later of following: (i) review of title work, Permitted Exceptions, the date forty five (45) days after PROPERTY, legal description, ingress and egress, all recorded easements and restrictions and the Effective Date or ALTA survey; (ii) inspection of the PROPERTY, (iii) confirming that all necessary site plan and other land use approvals have been issued by all governmental entities having jurisdiction over the PROPERTY and that the PROPERTY is appropriately zoned for PURCHASER'S intended use, (iv) the Phase I Environmental Site Assessment; and (v) any wetlands permits applicable to the PROPERTY. Notwithstanding anything contained in this Section 16 to the contrary, PURCHASER shall have at least five (5) business days to review the title commitment, the ALTA survey, and the Phase I Environmental Site Assessment, and the parties agree that the Study Period shall be extended, as necessary (the "Study Period Extension") to permit PURCHASER the full 5 business days to review and evaluate such information that is required to be provided during the Study Period. Any test, examinations or inspections of the PROPERTY by PURCHASER and all costs and expenses in connection with PURCHASER'S inspection of the PROPERTY shall be at the sole cost of PURCHASER (except as otherwise provided in this Agreement). Upon completion of any such inspection, examination, or test, PURCHASER shall restore any damage to the PROPERTY caused by Buyer's inspection. PURCHASER hereby indemnifies and holds SELLER harmless from all loss, cost or expense, including, but not limited to, attorneys' fees and court costs resulting from PURCHASER'S inspections in connection with the PROPERTY. If prior to the expiration of the Title Review Study Period (or the “Study Period”)Period Extension, BuyerPURCHASER determines, acting in its sole and absolute discretion, may make its own investigation of and for any or no reason whatsoever, that PURCHASER does not desire to purchase the Assets and the BusinessPROPERTY, including, without limitation, physical status, financial status, title, zoning, environmental and other tests or investigations, appraisals, surveys, and state and federal regulatory and licensing matters. Notwithstanding the foregoing, Buyer then PURCHASER shall have the right to extend give written notice to SELLER electing to terminate this Agreement, provided such notice is delivered to SELLER prior to 5:00 p.m. EST of the last day of the Study Period for a period of up to an additional thirty (30) days to obtain a Financing Commitment reasonably acceptable to Buyer by delivering written notice to Seller of Buyer’s election to so extend or the Study Period at any time prior Extension, whichever is later. In the event such notice of termination is delivered, then, the Title Insurer will deliver to PURCHASER the Deposit, and the parties shall be released from all further obligations each to the originally scheduled expiration of the Study Periodother under this Agreement. Notwithstanding the foregoing, in In the event Buyer has elected to extend that the Study Period pursuant to PURCHASER does not terminate this Agreement as set forth in this Section 16, then the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration of the Study Period, Buyer shall provide written notice to Seller that it has received a Financing Commitment reasonably acceptable to Buyer and the Study Period contingency set forth in this Section 16 shall be deemed to expire on the date of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b), to conduct such studies. At any time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any satisfied or no reason, in its sole discretion that (a) it will complete the proposed acquisition of the Assets or (b) it will not complete the proposed acquisition of the Assets, and is thereby terminating this Agreement, and upon such termination neither Party shall have any further obligation to the other hereunder except for Buyer’s and Seller’s obligations under this Agreement which expressly survive terminationwaived by PURCHASER.

Study Period. Provided that Buyer complies with the provisions For a period of Section 12.2, at any time during the period beginning on the Effective Date and expiring on the later of (i) the date forty forty-five (45) days after the Effective Agreement Date or (ii) the expiration of the Title Review Period (the “Study Period”,” which shall expire at 11:59 p.m. Eastern Time on December 19, 2008), Buyerand subject to Purchaser’s satisfaction of the conditions set forth in Section 4.2 herein, acting in Purchaser shall have the right, at its sole cost and absolute discretionexpense, to inspect and review the Property, the physical and environmental condition thereof, and such other information as it may make its own investigation of desire concerning the Assets and the BusinessProperty, including, without limitation, physical statusobtaining an engineering report and a so-called “Phase I” environmental report on the Property, financial statusinspecting Seller’s books and records relating to the Property, titleinspecting Seller’s accounting information regarding cash flow, zoningbilling and real estate taxes, obtaining the approval of Purchaser’s corporate management of the transaction contemplated herein and conducting such other investigations of the Property as Purchaser deems necessary, subject to the terms and provisions of this Agreement (collectively, the “Inspections”). Notwithstanding anything contained herein to the contrary, however, (i) Purchaser shall not conduct any environmental studies of the Property more extensive than a “Phase I” level review without first obtaining Seller’s prior written consent, which may be given or withheld in Seller’s sole and other tests or investigations, appraisals, surveysabsolute discretion, and state and federal regulatory and licensing matters. Notwithstanding the foregoing, Buyer (ii) Purchaser shall have the right to extend the Study Period for a period of up to an additional thirty (30) days to obtain a Financing Commitment reasonably acceptable to Buyer by delivering written notice to Seller of Buyer’s election to so extend the Study Period at any time satisfy itself prior to the originally scheduled Agreement Date with regard to any and all tax implications (including, without limitation, ad valorem tax implications) associated with a change in the ownership of the Property (or any portion thereof) from a non-profit entity to a for-profit entity. If Purchaser shall, for any reason in Purchaser’s sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller and the Title Company on or before the expiration of the Study Period. Notwithstanding the foregoingFurther, in the event Buyer has elected to extend if this Agreement is terminated by written notice given as aforesaid, then Purchaser shall promptly either return the Study Period pursuant Materials to the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration Seller or destroy all of the Study PeriodMaterials (including all copies thereof) in the possession of Purchaser and its employees, Buyer shall provide written notice agents, representatives and consultants and confirm such destruction in writing to Seller (at no cost to Seller in either such event). Additionally, in either such event, Purchaser shall also promptly deliver to Seller a true and complete copy of all Study Materials prepared by, for or on behalf of Purchaser. The foregoing obligations of Purchaser shall survive the termination of this Agreement. The Title Company shall return the Deposit to Purchaser within five (5) days after receipt from Purchaser of written confirmation that it Purchaser has received a Financing Commitment reasonably acceptable fully complied with all of the requirements imposed on Purchaser under the foregoing provisions in this Section 4.1, and Seller and Purchaser shall have no further rights, obligations or liabilities to Buyer each other hereunder, except for the Indemnification Obligations and any other obligations that expressly survive the Study Period termination of this Agreement. If Purchaser fails to terminate this Agreement in the manner and within the time period set forth above, then Purchaser shall be deemed to expire on have waived the date contingencies set forth in this Section 4.1, the Deposit shall thereafter be non-refundable (except in accordance with the terms of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(bthis Agreement), to conduct such studiesand this Agreement shall remain in full force and effect. At any It is understood and agreed by Purchaser that the time prior to the expiration period specified in this Section 4.1 is of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or no reason, in its sole discretion that (a) it will complete the proposed acquisition of the Assets or (b) it will not complete the proposed acquisition of the Assets, and is thereby terminating this Agreement, and upon such termination neither Party shall have any further obligation to the other hereunder except for Buyer’s and Seller’s obligations under this Agreement which expressly survive terminationessence.