Common use of Feasibility and Investigation Clause in Contracts

Feasibility and Investigation. 3.01 In consideration of Buyer entering into the mutual covenants in this Agreement, at any time on or prior to the sixtieth (60th) day after the date of this Agreement (or as other terms of this Agreement may specifically extend such period) (the "Feasibility Period"), Buyer may cancel this Agreement and all agreements relating thereto (except for its indemnity relating to disturbance of the Resort as described below in this Section) for any reason whatsoever in Buyer's sole and absolute discretion, by providing to Seller and Escrow Agent written notice of such cancellation. In the event Buyer timely gives notice of cancellation in accordance with the provisions hereof, this Agreement shall become null and void and of no further force or effect whatsoever and neither party shall have any further rights or obligations to the other -6- hereunder or by reason hereof except for those provisions hereof which are expressly stated to survive the termination of this Agreement. If, however, Buyer shall fail to give notice of Buyer's election to cancel at the time and in the manner as above provided, then Buyer shall be deemed to have waived its right to do so and Buyer shall continue to be bound by the remaining provisions of this Agreement. 3.02 Buyer shall have the right to enter and examine the Resort and all other items being sold pursuant to this Agreement at any time after the execution of this Agreement, and also have the Resort and such items examined and copied by any persons whom it shall designate, including without limitation, accountants, attorneys, contractors, engineers, and environmental testing personnel. Seller shall permit access to the Resort by Buyer and any persons it designates, and shall fully cooperate and afford them the opportunity to inspect such items and perform any tests upon the Resort that Buyer deems necessary or appropriate. Buyer may utilize the office equipment and office facilities at the Resort without charge (except for any long distance telephone service). Buyer will not unreasonably interfere with the business of the Resort. 3.03 As to any physical disturbance of the Property or Improvements or physical injury to person caused by Buyer or its agents, upon completion of such studies and investigations, if Buyer cancels the Agreement or thereafter does not close, Buyer agrees to restore any physical damage to the Property or Improvements caused by Buyer or its agents to the condition it was in prior to such damage, and further, without regard to whether or not Buyer shall cancel or close, to defend, indemnify and hold Seller harmless from and against all physical injury to persons arising from such activities by Buyer. These covenants shall survive cancellation of this Agreement. 3.04 Buyer shall pay the cost of any studies and examinations of the Resort conducted by agents of Buyer, including any "Phase I" environmental report and any testing in connection therewith. Notwithstanding the foregoing, as soon as reasonably practicable after execution of this Agreement Seller, at its expense, shall provide Buyer with an ALTA Urban Class Survey of the Reso▇▇ ▇▇▇▇▇▇▇ng such Table A items as specified by Buyer, by a Nevada licensed surveyor in good standing, certified to Buyer, the title insurer and any lender connected herewith, with such certification containing such other matters as Buyer shall reasonably request. As soon as practicable after execution hereof, Seller shall provide Buyer with copies of all existing surveys, environmental reports and other studies and reports relating to the Resort in Seller's possession or under its reasonable control. 3.05 Prior to the Closing, and under such reasonable terms and conditions as Seller may impose, employees and agents of Buyer may stay at the Resort without charge for lodging, except for incidentals consumed such as long distance telephone, food and beverages, provided such stay is primarily for the purpose of conducting feasibility examinations and investigations or otherwise working on matters related to this transaction. -7-

Feasibility and Investigation. 3.01 3.01. In consideration of Buyer entering into the mutual covenants in this Agreement, at any time on or prior to the sixtieth (60th) day after the date of this Agreement (or as other terms of this Agreement may specifically extend such period) (the "Feasibility Period"), Buyer may cancel this Agreement and all agreements relating thereto (except for its indemnity relating to disturbance of the Resort as described below in this Section) for any reason whatsoever in Buyer's sole and absolute discretion, by providing to Seller and Escrow Agent written notice of such cancellation. In the event Buyer timely gives notice of cancellation in accordance with the provisions hereof, this Agreement shall become null and void and of no further force or effect whatsoever and neither party shall have any further rights or obligations to the other -6- hereunder or by reason hereof except for those which by the provisions hereof which are expressly stated to survive the termination of this Agreement. If, however, Buyer shall fail to give notice of Buyer's election to cancel at the time and in the manner as above provided, then Buyer conclusively shall be deemed to have waived its right to do so and Buyer shall continue to be bound by the remaining provisions of this Agreement. 3.02 3.02. Buyer shall have the right to enter and examine the Resort and all other items being sold pursuant to this Agreement at any time after the execution of this Agreement, and also have the Resort and such items examined and copied by any persons whom it shall designate, including without limitation, accountants, attorneys, contractors, engineers, ,and environmental and soil/water testing personnel. Seller shall permit access to the Resort by Buyer and any persons it designates, and shall fully cooperate and afford them the opportunity to inspect such items and perform any tests upon the Resort that Buyer deems necessary or appropriate. Buyer may utilize the office equipment and office facilities at the Resort without charge (except for any long distance telephone service). Buyer will not unreasonably interfere with the business of the Resort. 3.03 3.03. As to any physical disturbance of the Property or Improvements or physical injury to person caused by Buyer or its agents, upon completion of such studies and investigations, if Buyer cancels the Agreement or thereafter does not close, Buyer agrees to restore any physical damage to the Property or Improvements caused by Buyer or its agents to the condition it was in prior to such damage, and further, without regard to whether or not Buyer shall cancel or close, to defend, indemnify and hold Seller harmless from and against all physical injury to persons arising from such activities by Buyer. These covenants shall survive cancellation of this Agreement. 3.04 Buyer shall pay the cost of any studies and examinations of the Resort conducted by agents of Buyer, including any "Phase I" environmental report and any testing in connection therewith. Notwithstanding the foregoing, as soon as reasonably practicable after execution of this Agreement Seller, at its expense, shall provide Buyer with an ALTA Urban Class Survey of the Reso▇▇ ▇▇▇▇▇▇▇ng such Table A items as specified by Buyer, by a Nevada licensed surveyor in good standing, certified to Buyer, the title insurer and any lender connected herewith, with such certification containing such other matters as Buyer shall reasonably request. As soon as practicable after execution hereof, Seller shall provide Buyer with copies of all existing surveys, environmental reports and other studies and reports relating to the Resort in Seller's possession or under its reasonable control. 3.05 Prior to the Closing, and under such reasonable terms and conditions as Seller may impose, employees and agents of Buyer may stay at the Resort without charge for lodging, except for incidentals consumed such as long distance telephone, food and beverages, provided such stay is primarily for the purpose of conducting feasibility examinations and investigations or otherwise working on matters related to this transaction. -7-