Common use of Due Diligence Conditions Clause in Contracts

Due Diligence Conditions. The Parties have agreed that the consummation of this Agreement is subject to the satisfactory completion of due diligence by Purchaser, that it is conditional upon Purchaser being entirely satisfied with a due diligence investigation of the business by the due diligence date specified as the Conditions Date. In such an event the following shall apply: (i) The investigation will consider such aspects of the business as Purchaser reasonably determine are pertinent to evaluate the business, its worth, and Purchaser's decision to buy it and may include (without limitation): ● Age, condition and functionality of the plant, equipment, and stock; ● An independent valuation of the fixed assets in order to determine their fair market value; ● Past and potential financial performance of the business; ● Commercial risk to the business including competitors, supplier and customer contracts and relationships, products and/or services, and markets; ● Intellectual property and other contractual entitlements; ● Litigation and insurance risks, and risks to reputation and goodwill of the business; ● Legal framework of the business including regulatory approvals and licenses; ● Staff relationships, staff performance, compliance by staff and by Vendor with respect to respective legal; and contractual obligations; ● The Facilities lease; ● The ability of Vendor to comply with pre-settlement and post settlement obligations; and ● The timely receipt, and acceptance of, the Target Statement Balance as at 29 February 2020 by the Purchaser in its sole and absolute discretion; and ● such other matters as are specific to the business and/or pertinent to the purchaser’s evaluation. (ii) To enable the purchaser to conduct this investigation, the Vendor will, but subject to as provided below, as soon as reasonably practicable after this agreement is signed by all parties, provide to the purchaser and any employees, contractors, and advisors of Purchaser authorised by Purchaser in writing to assist it with this investigation, access to all business records and financial records and to the premises and staff; provided, however, that Vendor may first attach conditions to providing these things which are reasonably required to protect Vendor and the business from loss or harm. These may include requiring any person receiving information to agree to confidentiality obligations and requiring that any access to the premises is only in a way that minimizes disruption to the business, and that access to staff occurs only once Purchaser has confirmed all other aspects of due diligence. (iii) In any event, Purchaser agrees that in the absence of specific agreement to the contrary any confidential information received by Purchaser in connection with this Agreement must only be used for the purpose for which it was disclosed and must be returned to its owner when it is no longer required for that purpose; provided however that Purchaser will not have any liability to Vendor or other owner of confidential information if it is required by law to disclose it to another party.

Due Diligence Conditions. The Parties have agreed that the consummation of this Agreement is subject On or prior to the satisfactory completion of due diligence by PurchaserEffective Date Borrower shall have furnished or caused to be furnished to Lender, that it is conditional upon Purchaser being entirely satisfied with a due diligence investigation of or Lender shall otherwise obtain (to the business by the due diligence date specified as the Conditions Date. In such an event extent deemed necessary or advisable to Lender), the following shall apply: (i) The investigation will consider such aspects of the business as Purchaser reasonably determine are pertinent to evaluate the business, its worth, and Purchaser's decision to buy it and may include (without limitation): ● Age, condition and functionality of the plant, equipment, and stock; ● An independent valuation of the fixed assets in order to determine their fair market value; ● Past and potential financial performance of the business; ● Commercial risk to the business including competitorsextent within Borrower’s, supplier and customer contracts and relationshipsGuarantor’s or Manager’s possession or control, products and/or services, and markets; ● Intellectual property and other contractual entitlements; ● Litigation and insurance risks, and risks to reputation and goodwill each of the business; ● Legal framework of the business including regulatory approvals and licenses; ● Staff relationships, staff performance, compliance which shall be approved by staff and by Vendor with respect to respective legal; and contractual obligations; ● The Facilities lease; ● The ability of Vendor to comply with pre-settlement and post settlement obligations; and ● The timely receipt, and acceptance of, the Target Statement Balance as at 29 February 2020 by the Purchaser Lender in its sole and absolute discretion: (a) A current rent roll of the Project (the “Rent Roll”), in form satisfactory to Lender, certified by Borrower and Guarantor and accompanied by all Leases; (b) Without limiting the generality of the obligation to furnish or cause to be furnished all Leases pursuant to Section 14(a) above, Borrower shall have furnished or caused to be furnished to Lender (1) the Leases for the tenants commonly known as ▇▇▇ ▇▇▇▇▇▇▇▇ Identity, Frederick’s Restaurant and Thrifty Liquor, and (2) all amendments to and extensions of the Leases for the tenants commonly known as Park Avenue Cleaners, UPS Store, Solar Nail Salon, ▇▇▇▇▇▇ ▇▇▇▇▇ and Subway; (c) Detailed calculations, on a tenant-by-tenant basis, of all common area maintenance, operating expense, or other “triple-net” costs passed through to the tenant under any Lease; (d) Evidence satisfactory to Lender that 2011 taxes and assessments for the Project have been paid in full; (e) Copies of (1) all operating, leasing, and management contracts and agreements for the Project, and (2) to the extent in the possession or control of Borrower, Guarantor or their respective agents, equipment servicing and warranty agreements and other contracts for the use and operation of the Project; (f) Copies of all surveys and site plans, in Borrower’s or Guarantor’s possession or otherwise readily available to Borrower or Guarantor, pertaining to the Project or any improvement thereof; (g) Copies of all plans and specifications, in Borrower’s or Guarantor’s possession or otherwise readily available to Borrower or Guarantor, pertaining to the Project or any improvement thereof; (h) Certificates evidencing the existence and good standing of Borrower and Guarantor and resolutions of Borrower and Guarantor evidencing the authority of Borrower and Guarantor to execute and deliver this Agreement, convey, assign and transfer to Lender the Project and all related agreements, rights, materials and information, under and pursuant to the Deed and the General Assignment, and otherwise to consummate the transactions contemplated by this Agreement; (i) To the full extent the same are in the possession of Borrower or Guarantor or otherwise readily available to Borrower or Guarantor, all documentation related to or evidencing any liens or encumbrances, of record or otherwise, on the Project, except for the liens created by the Loan Documents; (j) To the full extent the same are in the possession of Borrower or Guarantor or otherwise readily available to Borrower or Guarantor, all certificates of occupancy for space in the Project, and all other licenses, certificates, consents, permits and approvals required by any regulatory authority having jurisdiction over the Project; (k) An operating statement accurately reflecting the rental and other income and the operating and capital expenditures of the Project for the calendar year 2011 and for the period commencing on January 1, 2012 and ending on the Effective Date; (l) An aging accounts receivable report for the Project as of the Effective Date, certified to by Borrower and Guarantor; (m) Paid invoices for all common area maintenance charges, utilities and insurance premiums applicable or attributable to 2011 with respect to the Project; (n) The budget or budgets under which the Project is being operated for 2012; (o) A statement of all utility deposits being held with respect to the Project; and (p) Such other documents or items affecting the Project, Borrower or Guarantor as Lender reasonably shall request, provided that Borrower and ● Guarantor shall be obligated to furnish to Lender only such other matters documents or items as are specific in Borrower’s or Guarantor’s possession or control or otherwise readily available to the business and/or pertinent to the purchaser’s evaluation. (ii) To enable the purchaser to conduct this investigation, the Vendor will, but subject to as provided below, as soon as reasonably practicable after this agreement is signed by all parties, provide to the purchaser Borrower or Guarantor. Each of Borrower and any employees, contractors, and advisors of Purchaser authorised by Purchaser in writing to assist it with this investigation, access to all business records and financial records and to the premises and staff; provided, however, that Vendor may first attach conditions to providing these things which are reasonably required to protect Vendor and the business from loss or harm. These may include requiring any person receiving information to agree to confidentiality obligations and requiring that any access to the premises is only in a way that minimizes disruption to the business, and that access to staff occurs only once Purchaser has confirmed all other aspects of due diligence. (iii) In any event, Purchaser Guarantor agrees that in it will (1) cooperate fully with Lender to obtain such title insurance reports or commitments, engineering reports, environmental engineering reports and other information on the absence of specific agreement Project as Lender shall determine to the contrary any confidential information received by Purchaser be necessary or advisable to be obtained, at Lender’s sole cost and expense, in connection with this Agreement must only Agreement, (2) reasonably cooperate with Lender and any manager retained by Borrower, to provide full access to the Project and its records, including the right to conduct engineering studies, environmental assessments, financial audits and other inspections that Lender shall determine to be used for necessary or advisable to be made, without cost and expense to Borrower or Guarantor, in connection with this Agreement, and (3) further cooperate after the purpose for Effective Date to effectuate an orderly transfer of the Project and its operations to Lender and to provide Lender access to the Project and any information relating to the Project which it was disclosed is in Borrower’s or Guarantor’s possession or control which is reasonably necessary to effectuate the purposes of this Agreement. Each of Borrower and must Guarantor further covenants and agrees, upon request by Lender, (A) to deliver to each tenant of the Project a tenant estoppel certificate, in form satisfactory to Lender, and (B) to request each such tenant to complete and execute such tenant estoppel certificate and return the same to Lender to confirm that each respective Lease is valid and continues in full force and effect without offset, credit or defense and to confirm such other matters with respect to the Leases and the Project as may be returned to its owner when it is no longer required for that purpose; provided however that Purchaser will not have any liability to Vendor or other owner of confidential information if it is required by law Lender, and (C) to disclose it use good faith efforts, consistent with the terms of the Leases, to another partycause such tenant estoppel certificates to be completed, executed and returned, without any third party cost and expense to Borrower or Guarantor (for avoidance of doubt, in no event shall the time of Borrower, Guarantor or Manager, or their employees, be charged to Lender). Upon delivery of the Deed by Borrower and acceptance thereof by Lender, all of Borrower’s and Guarantor’s obligations to deliver the items set forth in clauses (a) through (p) of Section 14 shall be deemed to have been satisfied in full.

Due Diligence Conditions. 5.1 Conditions for the benefit of the Purchaser: The Parties Purchaser shall have agreed Sixty (60) days from the Contract Date (which is the date upon which this Agreement has been executed by the last of the Purchaser or the Vendor) (the “Inspection Period”) within which to satisfy itself in its sole, absolute discretion as to density conditions, soils tests and the environmental condition of the Property, (collectively, the “Purchaser’s Conditions”). In the absence of written notice before the end of the Inspection Period that the consummation Purchaser is satisfied with the Purchaser’s Conditions (the “Purchaser’s Waiver”) then the Purchaser shall be deemed not to be satisfied and this agreement shall be at an end and all monies paid hereunder shall be returned to the Purchaser without deduction and with interest earned thereon, if any. In the event that the Purchaser has an objection to the results of the soils tests and/or environmental report (the “Environmental Objection”) which would cause the Purchaser to terminate the transaction and not provide the Purchaser’s Waiver, the Purchaser shall provide the Vendor with notice in writing of its objection (the “Environmental Notice”) along with copies of said relevant reports on or before the end of Inspection Period. The Purchaser and the Vendor shall make reasonable commercial efforts to mitigate the issues found in the Environmental Objection. If the Purchaser is not satisfied with the mitigation resolution provided by the Vendor to resolve the Environmental Objection within ten days after the Purchaser providing the Environmental Notice to the Vendor, the Purchaser shall provide written notice to the Vendor that this Agreement is subject terminated and this Agreement shall be at an end and all monies paid hereunder shall be returned to the satisfactory completion of due diligence by Purchaser without deduction and with interest earned thereon, if any. In the alternative within the said timeframe, the Purchaser may provide the Purchaser’s Waiver to the Vendor to continue with the transaction. The Purchaser, that it is conditional upon Purchaser being entirely satisfied with a due diligence investigation of the business by the due diligence date specified as the Conditions Date. In such an event the following shall apply: (i) The investigation will consider such aspects of the business as Purchaser reasonably determine are pertinent to evaluate the business, its worth, and Purchaser's decision to buy it and may include (without limitation): ● Age, condition and functionality of the plant, equipment, and stock; ● An independent valuation of the fixed assets in order to determine their fair market value; ● Past and potential financial performance of the business; ● Commercial risk to the business including competitors, supplier and customer contracts and relationships, products and/or services, and markets; ● Intellectual property and other contractual entitlements; ● Litigation and insurance risks, and risks to reputation and goodwill of the business; ● Legal framework of the business including regulatory approvals and licenses; ● Staff relationships, staff performance, compliance by staff and by Vendor with respect to respective legal; and contractual obligations; ● The Facilities lease; ● The ability of Vendor to comply with pre-settlement and post settlement obligations; and ● The timely receipt, and acceptance of, the Target Statement Balance as at 29 February 2020 by the Purchaser in its sole and absolute discretion; and ● such other matters as are specific , shall have the right to extend the business and/or pertinent to Inspection period for a further period of 10 days upon giving the purchaser’s evaluation. (ii) To enable Vendor written notice before 5:00 p.m. on the purchaser to conduct this investigationdate of the Inspection Period. After the Contract Date, the Vendor willPurchaser, but subject its authorized agents and representatives designated by the Purchaser, shall from time to as provided belowtime have the right to inspect, as soon as reasonably practicable after this agreement is signed by all parties, provide to make tests (including soil and environmental testing) and reports and enter onto the purchaser Property and any employees, contractors, and advisors of Purchaser authorised by Purchaser in writing to assist it with this investigation, access to all business records and financial records and to the premises and staff; provided, however, that Vendor may first attach conditions to providing these things which are reasonably required to protect Vendor and the business from loss or harm. These may include requiring any person receiving information to agree to confidentiality obligations and requiring that any access to the premises is only in a way that minimizes disruption to the business, and that access to staff occurs only once Purchaser has confirmed all other aspects of due diligence. buildings (iiiif any) In any event, Purchaser agrees that in the absence of specific agreement to the contrary any confidential information received by Purchaser in connection with this Agreement must only be used for the purpose for of satisfying itself that there are no Hazardous Materials (as defined herein), upon in or adjacent to the Property or soil conditions which it was disclosed would increase the normal development costs of the Property. For the purposes hereof, the term “Hazardous Materials” means any contaminants, pollutant or substance that, when released into the natural environment, could cause, at some immediate or future time, harm or degradation to the natural environment or risk to human health and must be returned shall include, without limitation, any substance or material that is or shall become prohibited, controlled or regulated by any governmental authorities and includes any contaminants, pollutants, liquid wastes, industrial wastes, hazardous wastes, hazardous materials or hazardous substances as referred to its owner when it is no longer required for that purpose; provided however that Purchaser will not have or defined in any liability federal, provincial and/or municipal laws, by-laws, rules, regulations, orders or ordinances relating to Vendor or other owner of confidential information if it is required by law to disclose it to another partyenvironmental, health and/or safety matters.

Due Diligence Conditions. The Purchaser's right to conduct Due ------------------------ Diligence is expressly conditioned upon, and Purchaser, for itself and the Purchaser Parties, covenants and agrees that: (a) all Due Diligence shall be conducted by the Purchaser Parties have in a manner which is not disruptive in any material respect to the Tenants or the normal operations of the Property; (b) the Purchaser Parties shall not enter upon the Property except during regular business hours for agreed that upon purposes and subject to first coordinating such entry and access with Seller by giving at least one (1) business day prior written notice in advance and detailing the consummation scope of this Agreement the Due Diligence to be conducted, whether or not Property Manager's presence is required; (c) the Purchaser Parties shall coordinate with Seller and shall not contact any of the Tenants or any parties to the Contracts or Other Contracts, without the prior consent of Seller which shall not be unreasonably withheld, conditioned or delayed and, at Seller's option, the presence of Property Manager at all times, and access to units occupied by Tenants shall be coordinated with Seller by giving at least one (1) business day prior written notice in advance thereof and shall be subject to the satisfactory completion of due diligence by Purchaser, that it is conditional upon Purchaser being entirely satisfied with a due diligence investigation terms of the Tenants' respective Leases; (d) the Purchaser Parties shall at all times strictly comply with any and all procedures agreed to in this Section 2.4 for the Due Diligence ----------- and all laws, ordinances, rules and regulations applicable to the Property and shall not engage in any activities that would violate any permits, licenses, environmental, wetlands or other regulations pertaining to the Property; (e) Purchaser shall promptly, and no later than five (5) business days after each entry on the Property, restore or repair, to Seller's reasonable satisfaction, any damage caused by the due diligence Due Diligence or other acts or omissions of any of the Purchaser Parties, provided however, Purchaser shall cause any invasive testing, including testing within walls and pipes, to the extent permitted by Seller, to be immediately repaired to Seller's reasonable satisfaction and shall specifically coordinate such testing and repairs in advance with Seller; (f) none of the Purchaser Parties shall engage in any activities that would cause Seller's rights, title, interests or Obligations in or relating to the Property to be adversely affected in any way, including, without limitation, the assertion of any mechanic's liens, and Purchaser shall, without limitation, immediately remove and bond over any liens, notices and claims of liens or other matters affecting any of the foregoing which are caused by or arise out of the acts or omissions of the Purchaser Parties; (g) Purchaser shall maintain worker's compensation insurance covering all of its employees involved in such activities, and shall cause the Purchaser Parties entering upon the Property to maintain, at all times, commercial general liability insurance coverage in an amount not less than One Million Dollars ($1,000,000) or such other reasonable amount as Seller and Purchaser may agree upon from time to time, naming Seller as an additional insured, and worker's compensation insurance covering all employees involved in such activities, and shall prior to the date specified on which access or entry to the Property first occurs, provide Seller with evidence of such insurance coverage, which insurance shall be in a form and issued by a company reasonably satisfactory in all respects to Seller and shall not limit in any way Purchaser's obligations or liabilities hereunder; (h) unless the Closing has been consummated as herein provided, all materials, documents and other Information, of whatsoever kind or nature, obtained by any of the Conditions Date. In Purchaser Parties in the course of conducting Due Diligence, whether or not provided by Seller (other than information which is published or which otherwise is generally available from public records or is in the public domain) (collectively, the "Evaluation Materials"), shall be treated as strictly confidential and shall not be disclosed, except as may be required by law or as may be necessary or required in connection with any proceedings or action involving this Agreement or the Property, to any Person without Seller's prior written consent, provided however, Purchaser may make disclosures to the Purchaser Parties and Purchaser's agents, professionals, consultants, investors, lenders, (including potential lenders), and attorneys for purposes of evaluating the prospective purchase or financing so long as each such an event Person has first been advised of and agrees to respect the following shall apply: terms of this confidentiality agreement; (i) The investigation will consider such aspects in the event Purchaser does not elect to proceed to Closing in accordance with Section ------- 2.3 or terminates this Agreement pursuant to Sections 2.2(b) or 2.12, Purchaser --- ----------------------- shall promptly, and no later than five (5) days thereafter, return to Seller all Evaluation Materials provided to any of the business as Purchaser reasonably determine are pertinent to evaluate Parties by any of the businessSeller Parties; (j) Purchaser shall bear all costs and expenses of its Due Diligence, its worthincluding the Due Diligence conducted by any of the Purchaser Parties, and Purchaser's decision Seller shall have no obligation to buy it and may include (without limitation): ● Age, condition and functionality pay for and/or reimburse any of the plantPurchaser Parties for any of such costs and expenses, equipmentwhether or not Closing occurs hereunder, except as may be provided in Section 6.2 and stock; ● An independent valuation (k) upon request, ----------- Purchaser shall provide Seller with copies of the fixed assets in order to determine their fair market value; ● Past any and potential financial performance all reports or other information prepared by third parties on behalf of the business; ● Commercial risk to the business including competitors, supplier and customer contracts and relationships, products and/or services, and markets; ● Intellectual property and other contractual entitlements; ● Litigation and insurance risks, and risks to reputation and goodwill of the business; ● Legal framework of the business including regulatory approvals and licenses; ● Staff relationships, staff performance, compliance by staff and by Vendor Purchaser with respect to respective legalthe Property. Purchaser hereby covenants and agrees to indemnify, defend and hold harmless Seller Parties from and against any and all liability, damage, loss, lien, expense, suit and claim, including reasonable attorneys' fees (whether incurred in connection with nonjudicial action, prior to trial or at trial, including any proceedings under the Bankruptcy Code, excluding, however, any attorneys' fees incurred on appeal) and expenses, whether arising out of injury or death to persons or damage to the Property or loss of any personal property or otherwise, caused by or arising out of: (i) a breach by any of the Purchaser Parties of the conditions, covenants and obligations set forth in this Section ------- 2.4; and contractual obligations; ● The Facilities lease; ● The ability of Vendor to comply with pre-settlement and post settlement obligations; and ● The timely receipt, and acceptance of, and/or (ii) the Target Statement Balance as at 29 February 2020 Due Diligence conducted by the Purchaser in its sole and absolute discretion; and ● such other matters as are specific to the business and/or pertinent to the purchaser’s evaluation. (ii) To enable the purchaser to conduct this investigation, the Vendor will, but subject to as provided below, as soon as reasonably practicable after this agreement is signed by all parties, provide to the purchaser and any employees, contractors, and advisors of Purchaser authorised by Purchaser in writing to assist it with this investigation, access to all business records and financial records and to the premises and staff; provided, however, that Vendor may first attach conditions to providing these things which are reasonably required to protect Vendor and the business from loss or harm. These may include requiring any person receiving information to agree to confidentiality obligations and requiring that any access to the premises is only in a way that minimizes disruption to the business, and that access to staff occurs only once Purchaser has confirmed all other aspects of due diligence. (iii) In any event, Purchaser agrees that in the absence of specific agreement to the contrary any confidential information received by Purchaser in connection with this Agreement must only be used for the purpose for which it was disclosed and must be returned to its owner when it is no longer required for that purpose; provided however that Purchaser will not have any liability to Vendor Parties or other owner --- acts or omissions of confidential information if it is required the Purchaser Parties (but shall not be obligated to indemnify, defend or hold harmless the Seller Parties for their own acts or omissions or pre-existing conditions or the discovery or release of any Hazardous Substances unless brought onto the Property by law to disclose it to another partythe Purchaser Parties or resulting from any act or omission of the Purchaser Parties). Purchaser's indemnity obligations shall not be limited by any workmen's compensation, benefits, disability or other similar laws.

Due Diligence Conditions. The Parties have agreed that Purchaser’s obligation to purchase the consummation of this Agreement Property is subject to satisfaction of the satisfactory completion conditions in this Section 3 (the “Due Diligence Conditions”). In order to satisfy the Due Diligence Conditions, Purchaser and its representatives, authorized agents and consultants shall have access to the Property to undertake such activities thereon reasonably required to conduct its inspections, after reasonable advance notice to Seller, subject to the qualifications in Section 18 of due diligence by Purchaser, this Contract. Seller acknowledges that it is conditional upon Purchaser being entirely satisfied with a due diligence may conduct an investigation of the business by the due diligence date specified as the Conditions Date. In such an event the following shall apply: (i) The investigation will consider such aspects of the business as Purchaser reasonably determine are pertinent to evaluate the businessProperty, its worth, and at Purchaser's decision to buy it sole cost and may include (expense which include, without limitation): ● Age, condition environmental, appraisal, Phase I study and functionality elevation survey, zoning and municipal review, title, review of the plantLeases and engineering, equipment, mechanical and stock; ● An independent valuation of the fixed assets in order to determine their fair market value; ● Past and potential financial performance of the business; ● Commercial risk to the business including competitors, supplier and customer contracts and relationships, products and/or services, and markets; ● Intellectual property and other contractual entitlements; ● Litigation and insurance risks, and risks to reputation and goodwill of the business; ● Legal framework of the business including regulatory approvals and licenses; ● Staff relationships, staff performance, compliance by staff and by Vendor with respect to respective legal; and contractual obligations; ● The Facilities lease; ● The ability of Vendor to comply with pre-settlement and post settlement obligations; and ● The timely receipt, and acceptance of, the Target Statement Balance as at 29 February 2020 by the Purchaser in its sole and absolute discretion; and ● such other matters as are specific to the business and/or pertinent to the purchaser’s evaluation. (ii) To enable the purchaser to conduct this investigation, the Vendor will, but subject to as provided below, as soon as reasonably practicable after this agreement is signed by all parties, provide to the purchaser structural inspections and any employees, contractors, and advisors of other physical or legal matter which Purchaser authorised by Purchaser in writing may wish to assist it with this investigation, access to all business records and financial records and to the premises and staffexamine; provided, however, that Vendor may first attach conditions the Purchaser shall not be allowed to providing these things which are conduct any invasive or destructive testing of any kind as stated in Section 18 of this Contract. Seller shall reasonably required to protect Vendor cooperate with Purchaser in its inspections, examinations and the business from loss or harminvestigations. These may include requiring any person receiving information to agree to confidentiality obligations and requiring that any access to the premises is only Purchaser shall conduct such inspections in a way that minimizes disruption so as to minimize and not unreasonably interfere with the existing use and the parking area on the Property. Purchaser shall conduct this investigation by the end of the day which is One Hundred (180) days from the Effective Date (the period between the Effective Date and this date is the “Due Diligence Period”). Notwithstanding any other provisions contained in this Contract, Purchaser shall have the right for good cause shown based on information discovered during the Due Diligence Period, to terminate this Contract by delivering notice to the businessSeller and Escrow Agent by 5:00 P.M. Eastern Time on the expiration date of the Due Diligence Period (the “Termination Notice”). If Purchaser timely delivers a Termination Notice, the parties will proceed as provided in subparagraph (a) below. If no Termination Notice has been timely delivered to Seller and Escrow Agent, then all Due Diligence Conditions will be conclusively deemed to have been satisfied or waived, and that access to staff occurs only once Purchaser has confirmed all other aspects the parties will proceed in accordance with the terms of due diligencethis Contract. (iii) In any event, Purchaser agrees that in the absence of specific agreement to the contrary any confidential information received by Purchaser in connection with this Agreement must only be used for the purpose for which it was disclosed and must be returned to its owner when it is no longer required for that purpose; provided however that Purchaser will not have any liability to Vendor or other owner of confidential information if it is required by law to disclose it to another party.

Due Diligence Conditions. The Purchaser's right to conduct Due Diligence is expressly conditioned upon, and Purchaser, for itself and the Purchaser Parties, covenants and agrees that: (a) all Due Diligence shall be conducted by the Purchaser Parties have in a manner which is not disruptive in any material respect to the Tenants or the normal operations of the Property; (b) the Purchaser Parties shall not enter upon the Property except during regular business hours for agreed that upon purposes and subject to first coordinating such entry and access with Seller by giving at least One (1) business day prior written notice in advance and detailing the consummation scope of this Agreement the Due Diligence to be conducted, including any physically intrusive Due Diligence such as sampling of soils, other media, building materials or the like and whether or not Property Manager's presence is required; (c) the Purchaser Parties shall coordinate with Seller and shall not contact any of the Tenants or any parties to the Contracts or Other Contracts, without the prior consent of Seller and, at Seller's option, the presence of Property Manager at all times, and access to units occupied by Tenants shall be coordinated with Seller by giving at least One (1) business day prior written notice in advance thereof and shall be subject to the terms of the Tenants' respective Leases; (d) the Purchaser Parties shall at all times strictly comply with any and all procedures agreed to in this Section 2.4 for the Due Diligence and all laws, ordinances, rules and regulations applicable to the Property and shall not engage in any activities that would violate any permits, licenses, environmental, wetlands or other regulations pertaining to the Property; (e) Purchaser shall promptly, and no later than five (5) days after each entry on the Property, restore or repair, to Seller's reasonable satisfaction, any damage caused by the Due Diligence or other acts or omissions of any of the Purchaser Parties, provided however, Purchaser shall cause any invasive testing, including testing within walls and pipes, to be immediately repaired to Seller's satisfaction and shall specifically coordinate such testing and repairs in advance with Seller; (f) none of the Purchaser Parties shall engage in any activities that would cause Seller's rights, title, interests or Obligations in or relating to the Property to be adversely affected in any way, including, without limitation, the assertion of any mechanic's liens, and Purchaser shall, without limitation, immediately remove and bond over any liens, notices and claims of liens or other matters affecting any of the foregoing which are caused by or arise out of the acts or omissions of the Purchaser Parties; (g) Purchaser shall maintain worker's compensation insurance covering all of its employees involved in such activities, and shall cause the Purchaser Parties entering upon the Property to maintain, at all times, comprehensive general liability insurance coverage in an amount not less than One Million Dollars ($1,000,000) or such other reasonable amount as Seller and Purchaser may agree upon from time to time, naming Seller as an additional insured, and worker's compensation insurance covering all employees involved in such activities, and shall prior to the date on which access or entry to the Property first occurs, provide Seller with evidence of such insurance coverage, which insurance shall be in a form and issued by a company reasonably satisfactory completion in all respects to Seller and shall not limit in any way Purchaser's obligations or liabilities hereunder; (h) all materials, documents and other Information, of due diligence whatsoever kind or nature, obtained by any of the Purchaser Parties in the course of conducting Due Diligence, whether or not provided by Seller (collectively, the "Evaluation Materials"), shall be treated as strictly confidential and shall not be disclosed, except (i) as may be required by law or a governmental agency, (ii) is readily available to the general public at the time of receipt by Purchaser, that it is conditional upon or (iii) subsequently becomes known to the general public through no fault or omission by any Person, to any Person without Seller's prior written consent, provided however, Purchaser being entirely satisfied with a due diligence investigation may make disclosures to the Purchaser Parties and Purchaser's agents, professionals, consultants, investors, lenders, (including potential lenders), and attorneys for purposes of evaluating the business by prospective purchase so long as each such Person has first been advised of and agrees to respect the due diligence date specified as the Conditions Date. In such an event the following shall apply: terms of this confidentiality agreement; (i) The investigation will consider such aspects in the event Purchaser does not elect to proceed to Closing in accordance with Section 2.3 or terminates this Agreement pursuant to Sections 2.2(b) or 2.12, Purchaser shall promptly, and no later than five (5) days thereafter, return to Seller all Evaluation Materials provided to any of the business as Purchaser reasonably determine are pertinent to evaluate Parties by any of the businessSeller Parties; and (j) Purchaser shall bear all costs and expenses of its Due Diligence, its worthincluding the Due Diligence conducted by any of the Purchaser Parties, and Purchaser's decision Seller shall have no obligation to buy it and may include (without limitation): ● Age, condition and functionality pay for and/or reimburse any of the plantPurchaser Parties for any of such costs and expenses, equipmentwhether or not Closing occurs hereunder, except as may be provided in Section 6.2. Purchaser hereby covenants and stock; ● An independent valuation agrees to indemnify, defend and hold harmless Seller Parties from and against any and all liability, damage, loss, lien, expense, suit and claim, including reasonable attorneys' fees (whether incurred in connection with nonjudicial action, prior to trial, at trial or on appeal or review, including any proceedings under the Bankruptcy Code) and expenses, whether arising out of injury or death to persons or damage to the Property or loss of any personal property or otherwise, caused by or arising out of: (i) a breach by any of the fixed assets in order to determine their fair market value; ● Past and potential financial performance Purchaser Parties of the businessconditions, covenants and obligations set forth in this Section 2.4; ● Commercial risk to and/or (ii) the business including competitors, supplier and customer contracts and relationships, products and/or services, and markets; ● Intellectual property and other contractual entitlements; ● Litigation and insurance risks, and risks to reputation and goodwill of the business; ● Legal framework of the business including regulatory approvals and licenses; ● Staff relationships, staff performance, compliance by staff and by Vendor with respect to respective legal; and contractual obligations; ● The Facilities lease; ● The ability of Vendor to comply with pre-settlement and post settlement obligations; and ● The timely receipt, and acceptance of, the Target Statement Balance as at 29 February 2020 Due Diligence conducted by the Purchaser in its sole and absolute discretion; and ● such other matters as are specific to the business and/or pertinent to the purchaser’s evaluation. (ii) To enable the purchaser to conduct this investigation, the Vendor will, but subject to as provided below, as soon as reasonably practicable after this agreement is signed by all parties, provide to the purchaser and any employees, contractors, and advisors of Purchaser authorised by Purchaser in writing to assist it with this investigation, access to all business records and financial records and to the premises and staff; provided, however, that Vendor may first attach conditions to providing these things which are reasonably required to protect Vendor and the business from loss or harm. These may include requiring any person receiving information to agree to confidentiality obligations and requiring that any access to the premises is only in a way that minimizes disruption to the business, and that access to staff occurs only once Purchaser has confirmed all other aspects of due diligence. (iii) In any event, Purchaser agrees that in the absence of specific agreement to the contrary any confidential information received by Purchaser in connection with this Agreement must only be used for the purpose for which it was disclosed and must be returned to its owner when it is no longer required for that purpose; provided however that Purchaser will not have any liability to Vendor Parties or other owner acts or omissions of confidential information if it is required the Purchaser Parties (but shall not be obligated to indemnify, defend or hold harmless the Seller Parties for their own acts or omissions or pre-existing conditions which Purchaser Parties have not contributed to or aggravated in any way). Purchaser's indemnity obligations shall not be limited by law to disclose it to another partyany workmen's compensation, benefits, disability or other similar laws.