Common use of Inspection of Properties Clause in Contracts

Inspection of Properties. For a period of (1) as to Group A and Group B, forty-five (45) days from the Opening of Escrow, and (2) as to Group C, forty-five (45) days after Seller delivers the Group C Notice (the "CONTINGENCY PERIOD"), Buyer shall have the right to satisfy itself that the physical and legal aspects of each Property and the Rancho ▇▇▇▇▇▇ Property are acceptable to Buyer and that the net operating income budgeted by Seller for the Properties and the Rancho ▇▇▇▇▇▇ Property reflects a commercially reasonable calculation of the projected net operating income (based on industry standards) that may be expected to be reasonably obtained from operating the Properties and holding the Rancho Downey Loan. Buyer will not begin its inspections as to Group C until Seller has given the Group C Notice. Buyer's obligations hereunder shall be conditioned upon Buyer's satisfaction with or waiver of such matters concerning the physical and legal aspects and the net operating income of the Properties and the Rancho ▇▇▇▇▇▇ Property, which satisfaction or waiver shall be in Buyer's sole and absolute discretion. If Buyer, at any time on or before the expiration of the Contingency Period, fails to approve or waive, in a writing delivered to Seller and Escrow Holder, the matters set forth in this section with respect to a Property or the Rancho ▇▇▇▇▇▇ Property (other than with respect to a Major Environmental Matter), then all of such matters shall be deemed disapproved with respect to such Property or the Rancho ▇▇▇▇▇▇ Property, in which case Buyer may, prior to the expiration of the Contingency Period, terminate the Escrow with respect to all Properties as to which Closing has not then occurred, in which event the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate with respect to all Properties as to which Closing has not then occurred. Notwithstanding the foregoing, if a Property or the Rancho ▇▇▇▇▇▇ Property is subject to a Major Environmental Matter, then Buyer may, prior to the expiration of the Contingency Period, terminate the Escrow with respect to such Property or the Rancho Downey Loan, in which event this Agreement shall continue to be in effect with respect only to those Properties and the Rancho ▇▇▇▇▇▇ Property for which Buyer has not terminated the Escrow (subject to Section 41). As used herein, a "MAJOR ENVIRONMENTAL MATTER" shall mean an environmental condition as to a Property or the Rancho ▇▇▇▇▇▇ Property that is set forth in a written report prepared by an independent third party and which would cause the value of the subject Property or the Rancho ▇▇▇▇▇▇ Property to be reduced by 10% or more.

Inspection of Properties. For a period of (1a) Prior to the Effective Date, Buyers have been provided the opportunity to complete their due diligence and fully review and evaluate this transaction as it relates to Group A and Group Bthe Properties, forty-five including, without limitation, all matters related to: (45i) days from the Opening of Escrow, and (2) as to Group C, forty-five (45) days after Seller delivers the Group C Notice (the "CONTINGENCY PERIOD"), Buyer shall have the right to satisfy itself that the physical and legal aspects of each Property and the Rancho ▇▇▇▇▇▇ Property are acceptable to Buyer and that the net operating income budgeted by Seller for the Properties and the Rancho ▇▇▇▇▇▇ Property reflects a commercially reasonable calculation of the projected net operating income (based on industry standards) that may be expected to be reasonably obtained from operating the Properties and holding the Rancho Downey Loan. Buyer will not begin its inspections as to Group C until Seller has given the Group C Notice. Buyer's obligations hereunder shall be conditioned upon Buyer's satisfaction with or waiver of such matters concerning the physical and legal aspects and the The net operating income of the Properties and the Rancho ▇▇▇▇▇▇ PropertyProperties, which satisfaction including (without limitation) all assumptions as to vacancies, expiring leases, renewals or waiver shall be in Buyer's sole and absolute discretion. If Buyer, at any time on or before the expiration otherwise; (ii) The physical condition of the Contingency PeriodProperties; (iii) All title and survey matters with respect to the Properties; (iv) All hazardous waste and environmental matters with respect to the Properties; (v) Review and audit of the books and records of the Properties; (vi) All governmental inquiries with respect to the Properties; and (vii) All "Tenant" (as hereinafter defined) interviews with respect to the Properties. Further, fails Sellers have provided to approve or waiveBuyers, and Buyers hereby acknowledge receipt of, the items set forth on SCHEDULE "A-2" hereto. Based on Buyers' due diligence and review and evaluation of this transaction as it relates to the Properties, Sellers have agreed to give Buyers an aggregate credit in the amount set forth on SCHEDULE "A-3" hereto and allocated among the Properties as set forth on SCHEDULE "A-3" hereto, in full and complete satisfaction of any and all matters of any nature with respect to the Properties, and in no event will Buyers be excused from their obligations to close under this Agreement on the purchase of any of the Properties, or have the right to receive any other purchase price adjustment, credit, or other consideration of any kind, or have the right to extend the Closing, as a writing delivered result of any matters of any nature with respect to Seller and Escrow Holderthe Properties, the matters except as otherwise expressly provided in this Agreement. Accordingly, except as otherwise expressly set forth in this section with respect to a Property or Agreement, the Rancho ▇▇▇▇▇▇ Property (other than with respect to a Major Environmental Matter)sale of the Properties are being made on an "AS IS", then all of such matters "WHERE IS" condition and basis "WITH ALL FAULTS". Nothing herein shall be deemed disapproved to limit any representation, warranty or obligation of Sellers under this Agreement. (b) From and after the Effective Date, all title and survey matters affecting each Fee Interest as shown in the title commitments and surveys listed on SCHEDULE "C", other than any liens or monetary encumbrances (excluding the Mortgages) resulting from a Seller's actions, shall be deemed to be accepted by Buyers ("PERMITTED EXCEPTIONS"). If any material title matter arises after the Effective Date that would render title to a Fee Interest unmarketable (a "MATERIAL TITLE DEFECT"), other than any liens or encumbrances on the Fee Interest (excluding the Mortgages) resulting from the Seller's actions (which shall be paid at or before Closing), then, within five (5) days after Buyers have actual notice of same, Buyers may notify Sellers in writing, specifying Buyers' objection to such title matter (a "NOTICE OF MATERIAL TITLE DEFECT"). If Sellers agree with Buyers' Notice of Material Title Defect, then Sellers shall undertake the cure of such Material Title Defect and, if necessary in Sellers' sole discretion, Sellers may extend the Closing of the transaction contemplated under this Agreement for up to thirty (30) days to cure such Material Title Defect; provided that such Closing extension shall relate to the affected Properties only and shall not affect the closings of any of the other Properties (or the closings under any "Affiliate Contracts" as defined in SCHEDULE "V-5") unless Sellers, in their sole discretion, also elect to extend the closings of any of the other Properties (or affiliates of Sellers, in their sole discretion, also elect to extend the closings under any Affiliate Contracts) pending the cure of such Material Title Defect. In no event shall Sellers be obligated to initiate suit in connection with the cure of any Material Title Defect. If Sellers disagree with the Buyers' Notice of Material Title Defect, then Sellers shall specify to Buyer, in writing, their grounds for (i) Buyers disagree with the Sellers' proposed resolution of the Material Title Defect and the parties are otherwise unable to agree upon a mutually acceptable resolution of such Material Title Defect within ten (10) days following the Buyers' Notice of Material Title Defect, or (ii) Sellers are unable to cure a Material Title Defect within the aforementioned thirty (30) day cure period, then, unless Buyers agree to rescind the Notice of Material Title Defect, Sellers shall have the right, in Sellers' sole discretion and upon written notice to Buyers, to: (x) exclude the applicable Properties from this transaction (and adjust the Purchase Price in accordance with the purchase price allocations set forth SCHEDULE "A-1"or as otherwise agreed by the Parties) without terminating or otherwise affecting the enforceability of this Agreement as to any of the other Properties or the enforceability of any Affiliate Contracts, and the parties shall thereafter be released from all further obligations under this Agreement with respect to such Property excluded Properties, except those obligations specifically provided herein to survive the termination of this Agreement; or (y) terminate this Agreement and/or any of the Rancho ▇▇▇▇▇▇ PropertyAffiliate Contracts. If Sellers elect to terminate this Agreement, in which case Buyer maythen the Parties shall thereafter be released from all further obligations under this Agreement, prior except those specifically provided herein to survive the termination of this Agreement. If Buyers do not timely deliver a Notice of Material Title Defect, then Buyers' rights to object to such Material Title Defect shall be waived and Buyers shall be obligated to proceed to Closing, subject to the expiration terms and conditions of the Contingency Period, terminate the Escrow with respect to all Properties as to which Closing has not then occurred, in which event the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate with respect to all Properties as to which Closing has not then occurred. Notwithstanding the foregoing, if a Property or the Rancho ▇▇▇▇▇▇ Property is subject to a Major Environmental Matter, then Buyer may, prior to the expiration of the Contingency Period, terminate the Escrow with respect to such Property or the Rancho Downey Loan, in which event this Agreement shall continue to be in effect with respect only to those Properties and the Rancho ▇▇▇▇▇▇ Property for which Buyer has not terminated the Escrow (subject to Section 41). As used herein, a "MAJOR ENVIRONMENTAL MATTER" shall mean an environmental condition as to a Property or the Rancho ▇▇▇▇▇▇ Property that is set forth in a written report prepared by an independent third party and which would cause the value of the subject Property or the Rancho ▇▇▇▇▇▇ Property to be reduced by 10% or moreAgreement.

Inspection of Properties. For a period of (1) as to Group A Holdings and Group B, forty-five (45) days from the Opening of EscrowBorrower will, and will cause each of its Subsidiaries to, permit any authorized representative designated by Lender to visit and inspect any of the properties of Holdings, the Borrower and any of its Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (2provided that the Borrower (or any of its subsidiaries) as to Group Cmay, forty-five (45) days after Seller delivers the Group C Notice (the "CONTINGENCY PERIOD"if it so chooses, be present at or participate in any such discussion), Buyer all upon reasonable notice and at reasonable times during normal business hours; provided that except during the continuance of an Event of Default, Lender shall have not exercise such rights more often than two times during any calendar year and only two times per calendar year shall be at the right to satisfy itself that the physical and legal aspects of each Property and the Rancho ▇▇▇▇▇▇ Property are acceptable to Buyer and that the net operating income budgeted by Seller for the Properties and the Rancho ▇▇▇▇▇▇ Property reflects a commercially reasonable calculation expense of the projected net operating income Borrower and its Subsidiaries, when an Event of Default exists, Lender (based on industry standardsor any of its representatives or independent contractors) that may be expected to be reasonably obtained from operating the Properties and holding the Rancho Downey Loan. Buyer will not begin its inspections as to Group C until Seller has given the Group C Notice. Buyer's obligations hereunder shall be conditioned upon Buyer's satisfaction with or waiver of such matters concerning the physical and legal aspects and the net operating income do any of the Properties and foregoing at the Rancho ▇▇▇▇▇▇ Property, which satisfaction or waiver shall be in Buyer's sole and absolute discretion. If Buyer, expense of the Borrower at any time on during normal business hours and upon reasonable advance notice and notwithstanding anything to the contrary herein, neither Holdings, the Borrower or before any of its Subsidiaries shall be required to disclose, permit the expiration inspection, examination or making of copies of or taking abstracts from, or discuss any document, information, or other matter that constitutes non- financial trade secrets or non-financial proprietary information of the Contingency Period, fails to approve or waiveBorrower and its subsidiaries and/or any of its customers and/or suppliers, in a writing delivered respect of which disclosure to Seller and Escrow HolderLender or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, the matters set forth in this section with respect to a Property or the Rancho ▇▇▇▇▇▇ Property (other than with respect to a Major Environmental Matter), then all of such matters shall be deemed disapproved with respect to such Property or the Rancho ▇▇▇▇▇▇ Property, in which case Buyer may, prior to the expiration of the Contingency Period, terminate the Escrow with respect to all Properties as to which Closing has not then occurred, in which event the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate with respect to all Properties as to which Closing has not then occurred. Notwithstanding the foregoing, if a Property or the Rancho ▇▇▇▇▇▇ Property that is subject to a Major Environmental Matterattorney-client or similar privilege or constitutes attorney work product or in respect of which Holdings, then Buyer may, prior the Borrower or any Subsidiary owes confidentiality obligations to the expiration any third party (provided such confidentiality obligations were not entered into in contemplation of the Contingency Period, terminate the Escrow with respect to such Property or the Rancho Downey Loan, in which event requirements of this Agreement shall continue to be in effect with respect only to those Properties and the Rancho ▇▇▇▇▇▇ Property for which Buyer has not terminated the Escrow (subject to Section 415). As used herein, a "MAJOR ENVIRONMENTAL MATTER" shall mean an environmental condition as to a Property or the Rancho ▇▇▇▇▇▇ Property that is set forth in a written report prepared by an independent third party and which would cause the value of the subject Property or the Rancho ▇▇▇▇▇▇ Property to be reduced by 10% or more.

Inspection of Properties. For a period of (1a) Prior to the Effective Date, Buyers have been provided the opportunity to complete their due diligence and fully review and evaluate this transaction as it relates to Group A and Group Bthe Properties, forty-five (45) days from the Opening of Escrow, and (2) as to Group C, forty-five (45) days after Seller delivers the Group C Notice (the "CONTINGENCY PERIOD"), Buyer shall have the right to satisfy itself that the physical and legal aspects of each Property Owners and the Rancho ▇▇▇▇▇▇ Property are acceptable to Buyer and that the net operating income budgeted by Seller for the Properties and the Rancho ▇▇▇▇▇▇ Property reflects a commercially reasonable calculation of the projected net operating income Equity Interests, including, without limitation, all matters related to: (based on industry standardsi) that may be expected to be reasonably obtained from operating the Properties and holding the Rancho Downey Loan. Buyer will not begin its inspections as to Group C until Seller has given the Group C Notice. Buyer's obligations hereunder shall be conditioned upon Buyer's satisfaction with or waiver of such matters concerning the physical and legal aspects and the The net operating income of the Properties and the Rancho ▇▇▇▇▇▇ PropertyProperty Owners, which satisfaction including (without limitation) all assumptions as to vacancies, expiring leases, renewals or waiver shall be in Buyer's sole and absolute discretion. If Buyer, at any time on or before the expiration otherwise; (ii) The physical condition of the Contingency PeriodProperties; (iii) All title and survey matters with respect to the Properties; (iv) All hazardous waste and environmental matters with respect to the Properties; (v) Review and audit of the books and records of the Property Owners and the Properties; (vi) All governmental inquiries with respect to the Property Owners and the Properties; and (vii) All "Tenant" (as hereinafter defined) interviews with respect to the Properties. Further, fails Sellers have provided to approve or waiveBuyers, and Buyers hereby acknowledge receipt of, the items set forth on SCHEDULE "A-2" hereto. Based on Buyers' due diligence and review and evaluation of this transaction as it relates to the Properties, the Property Owners and the Equity Interests, Sellers have agreed to give Buyers an aggregate credit in the amount set forth on SCHEDULE "A-3" hereto and allocated among the Equity Interests as set forth on SCHEDULE "A-3" hereto, in a writing delivered full and complete satisfaction of any and all matters of any nature with respect to Seller and Escrow Holderthe Properties, the Property Owners and/or the Equity Interests, and in no event will Buyers be excused from their obligations to close under this Agreement on the purchase of any of the Equity Interests, or have the right to receive any other purchase price adjustment, credit, or other consideration of any kind, or have the right to extend the Closing, as a result of any matters of any nature with respect to the Properties, the Property Owners or the Equity Interests, except as otherwise expressly provided in this Agreement. Accordingly, except as otherwise expressly set forth in this section with respect Agreement, the sale of the Equity Interests and the Properties to a Property or the Rancho ▇▇▇▇▇▇ Property (other than with respect to a Major Environmental Matter)which they relate are being made on an "AS IS", then all of such matters "WHERE IS" condition and basis "WITH ALL FAULTS". Nothing herein shall be deemed disapproved with respect to such Property limit any representation, warranty or obligation of Sellers under this Agreement or the Rancho ▇▇▇▇▇▇ Propertyobligation of Sellers to deliver the "Indemnity Agreement" provided for in Section 5 below. (b) From and after the Effective Date, all title and survey matters affecting each Property as shown in which case Buyer maythe title commitments and surveys listed on SCHEDULE "C", prior to other than any liens or monetary encumbrances (excluding the expiration of the Contingency Period, terminate the Escrow with respect to all Properties as to which Closing has not then occurred, in which event the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate with respect to all Properties as to which Closing has not then occurred. Notwithstanding the foregoing, if Mortgages) resulting from a Property or the Rancho ▇▇▇▇▇▇ Property is subject to a Major Environmental MatterOwner's actions, then Buyer may, prior to the expiration of the Contingency Period, terminate the Escrow with respect to such Property or the Rancho Downey Loan, in which event this Agreement shall continue be deemed to be in effect with respect only to those Properties and the Rancho ▇▇▇▇▇▇ Property for which Buyer has not terminated the Escrow accepted by Buyers (subject to Section 41). As used herein, a "MAJOR ENVIRONMENTAL MATTER" shall mean an environmental condition as to a Property or the Rancho ▇▇▇▇▇▇ Property that is set forth in a written report prepared by an independent third party and which would cause the value of the subject Property or the Rancho ▇▇▇▇▇▇ Property to be reduced by 10% or more.PERMITTED EXCEPTIONS"