Common use of Matters To Be Reviewed Clause in Contracts

Matters To Be Reviewed. Buyer may evaluate the following matters within the Due Diligence Period: (i) the physical condition of the Property, including without limitation: (1) soil, seismic, hydrological, geological and topographical conditions, (2) the availability of adequate utilities and public access, (3) the status and nature of any existing or proposed assessment districts and the amount of any assessment liability, (4) the character and amount of any fee or charge which may be imposed in connection with the development or operation of the Property, (5) whether or not the Property is located in a Special Flood Hazard Area, (6) the status of the Property with respect to asbestos and other hazardous and toxic materials, (7) compliance of the Property with all applicable laws, including Environmental Laws, (8) investigation of the availability of potable waters, including, without limitation, by means of sampling of existing ▇▇▇▇▇, drilling test ▇▇▇▇▇, electrical resistivity tests and seismic studies, (9) wetlands surveys and mapping, including, without limitation, identification and classification of existing flora and fauna, (10) archeological investigation, including investigation and sampling for cemeteries or native American artifacts, (11) structural inspections, including roof and building materials, of any structures located on the Property, and (12) operability of electrical, heating, ventilation and air conditioning (“HVAC”), plumbing, drainage and other mechanical systems at or servicing the Property; (ii) the legal description of the Property contained on Exhibit A; (iii) applicable government ordinances, rules and regulations and evidence of compliance therewith, including without limitation zoning and building regulations; (iv) all private restrictions applicable to the Property, including without limitation, declarations of covenants, conditions and restrictions, reciprocal easement and operating agreements, architectural restrictions and owners’ association governing documents; (v) all licenses, permits, subdivision maps and conditions, improvement agreements, bonds, development agreements, and any and all other governmental approvals and/or authorizations relating to the Property, together with plans and specifications for the Property; (vi) agreements, contracts, documents, instruments, reports, surveys, title insurance policies, current tax bills, books and records relating to the Property; and (vii) any and all other matters concerning the current and future use, feasibility or value, or governmental permissions or entitlements pertaining to, the Property, or any other matter or circumstance relevant to Buyer in its discretion concerning the Property and its marketability.

Matters To Be Reviewed. During the Due Diligence Period, Buyer may evaluate conduct any and all inspections it deems appropriate, subject to the limitations set forth in Paragraphs 20 and 16 below. If Buyer does not terminate the Agreement prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have approved the following matters within the Due Diligence Period: (ia) the physical condition of the Property, including without limitation: (1i) soil, seismic, hydrological, geological and topographical conditions, (2ii) the availability of adequate utilities and public access, (3iii) the status and nature of any existing or proposed assessment districts and the amount of any assessment liability, (4iv) the character and amount of any fee or charge which may be imposed in connection with the development or operation of the Property, (5v) whether or not the Property is located in a Special Flood Hazard Area, (6vi) the status of the Property with respect to asbestos and other hazardous and toxic materials, (7vii) all matters disclosed by the Environmental Report, and (viii) compliance of the Property with all applicable laws, including Environmental Laws, Laws (8) investigation defined below). Seller will allow Buyer and/or its agents access to the Property to perform any and all investigations and inspections desired by Buyer (provided that any entry will be subject to the provisions of Paragraph 20 and any Environmental Audit (defined below) will be subject to the availability provisions of potable waters, including, without limitation, by means of sampling of existing ▇▇▇▇▇, drilling test ▇▇▇▇▇, electrical resistivity tests and seismic studies, (9) wetlands surveys and mapping, including, without limitation, identification and classification of existing flora and fauna, (10) archeological investigation, including investigation and sampling for cemeteries or native American artifacts, (11) structural inspections, including roof and building materials, of any structures located on the Property, and (12) operability of electrical, heating, ventilation and air conditioning (“HVAC”Paragraph 16), plumbing, drainage and other mechanical systems at or servicing the Property; (ii) the legal description of the Property contained on Exhibit A; (iiib) applicable government ordinances, rules and regulations and evidence of compliance therewith, including without limitation zoning and building regulations; (ivc) all private restrictions applicable to the Property, including without limitation, declarations of covenants, conditions and restrictions, reciprocal easement and operating agreements, architectural restrictions and owners’ ' association governing documents; (vd) all licenses, permits, subdivision maps and conditions, improvement agreements, bonds, development agreements, and any and all other governmental approvals and/or authorizations relating to the Property, together with plans and specifications for the Property; (vie) leases, agreements, contracts, documents, instruments, reports, surveys, title insurance policies, current tax bills, books and records relating to the Property; and and (viif) any and all other matters concerning the current and future use, feasibility or value, or governmental permissions or entitlements pertaining to, to the Property, or any other matter or circumstance relevant to Buyer in its discretion concerning the Property and its marketability.

Matters To Be Reviewed. Buyer may evaluate will have until 5:00 p.m. (Eastern Time) on the following matters within expiration date of the Due Diligence Period: Period to conduct, review and approve or disapprove any and all inspections, investigations, tests, studies (iincluding feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the physical Property and/or the operation and financial condition of the PropertyHotel (collectively, including without limitation: (1) soil, seismic, hydrological, geological and topographical conditions, (2) the availability of adequate utilities and public access, (3) the status and nature of any existing or proposed assessment districts and the amount of any assessment liability, (4) the character and amount of any fee or charge which may be imposed in connection with the development or operation of the Property, (5) whether or not the Property is located in a Special Flood Hazard Area, (6) the status of the Property with respect to asbestos and other hazardous and toxic materials, (7) compliance of the Property with all applicable laws, including Environmental Laws, (8) investigation of the availability of potable waters“Investigations”), including, without limitation, by means title and survey analysis, financial analyses of sampling the books and records, environmental studies, structural and mechanical investigations, appraisals, and analyses of existing ▇▇▇▇▇the Property’s compliance with Governmental Regulations. In addition to any documentation provided to Buyer in accordance with the terms of this Agreement, drilling test ▇▇▇▇▇during the Due Diligence Period, electrical resistivity tests and seismic studies, (9) wetlands surveys and mappingSeller shall have the continuous obligation to reasonably cooperate with Buyer to make available for Buyer’s inspection copies of certain documentation pertaining to the Property which Buyer may reasonably request, including, without limitation, identification the Management Agreement, Leases, Campground Leases, Service Contracts, Equipment Leases, Reservation Agreements and classification Deposits, Charitable Commitments and Gift Certificates, Bartered Arrangements, Licenses and Permits, Records and Plans, documentation and/or information related to the Personal Property and Intellectual Property, documentation and/or information related to Claims, Rebates or Refunds and Warranties, financial documentation and/or information, or any other related information, documents and agreements (if any) pertaining to the Property which are reasonably requested by Buyer. During the Due Diligence Period, Buyer shall have the right to enter upon the Property for the purpose of existing flora performing the Investigations, provided (a) Buyer shall give Seller not less than one (1) day advance written notice requesting such entry (and fauna,Seller shall promptly (as is commercially reasonable under the circumstances) respond to each such entry request from Buyer), (b) such notice shall include sufficient information to permit Seller to review the scope of the proposed Investigations, and (c) Buyer shall not permit any borings, drillings or samplings to be done on the Property without Seller’s prior written consent, which consent may be withheld in Seller’s reasonable discretion. Any entry upon the Property and all Investigations shall be during Seller’s normal business hours and at the sole risk and expense of Buyer, and shall not interfere with the activities on or about the Property. Buyer shall: (10i) archeological investigationpromptly repair any damage to the Property resulting from any such Investigations and replace, including investigation refill and sampling regrade any holes made in, or excavations of, any portion of the Property used for cemeteries or native American artifacts, (11) structural inspections, including roof and building materials, of any structures located on such Investigations so that the Property, and (12) operability of electrical, heating, ventilation and air conditioning (“HVAC”), plumbing, drainage and other mechanical systems at or servicing Property shall be in the Propertysame general condition that it existed in prior to such Investigations; (ii) fully comply with all Governmental Regulations applicable to the legal description of the Property contained on Exhibit AInvestigations and all other activities undertaken in connection therewith; (iii) applicable government ordinances, rules and regulations and evidence of compliance therewith, including without limitation zoning and building regulationspermit Seller to have a representative present during all Investigations undertaken hereunder; (iv) take all private restrictions applicable actions and implement all protections necessary to ensure that all actions taken in connection with the Investigations, and the equipment, materials, and substances generated, used or brought onto the Property, including without limitation(a) pose no threat to the safety or health of Persons or the environment, declarations (b) cause no damage to the Property or other property of covenantsSeller or other Persons, conditions (c) do not materially interfere with Seller’s operation of the Hotel and restrictions, reciprocal easement (d) comply with the terms and operating agreements, architectural restrictions and owners’ association governing documentsprovisions set forth in Section 17.9 herein; (v) all licensesrequire its consultants to maintain or cause to be maintained, permitsat Buyer’s expense, subdivision maps a policy of comprehensive general public liability insurance, with a broad form contractual liability endorsement covering Buyer’s indemnification obligations contained herein and conditionswith a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage and $2,000,000 in the aggregate, improvement agreementsinsuring Seller as an additional insured, bonds, development agreements, and against any and all other governmental approvals and/or authorizations relating injuries or actual damages to Persons or property that may result from or are related to Buyer’s activities upon the Property, together all of which insurance shall be on an “occurrence form” and otherwise in such forms and with plans an insurance company reasonably acceptable to Seller, and specifications for deliver evidence of such insurance policy to Seller prior to the first entry on the Property; (vi) agreementsnot allow the Investigations or any and all other activities undertaken by Buyer to result in any liens, contracts, documents, instruments, reports, surveys, title insurance policies, current tax bills, books and records relating to judgment or other encumbrances for work performed on Buyer’s behalf being filed or recorded against the Property, and Buyer, shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for services, labor or materials furnished); and (vii) indemnify, defend and protect Seller, Seller’s Affiliates, Property Manager and its employees, agents and representatives and hold each of them harmless from and against any and all other matters concerning Losses related to repairing damage to Improvements or bodily harm to Persons or removal of liens, to the current and future use, feasibility or value, or governmental permissions or entitlements pertaining to, extent arising out of Buyer’s activities upon the Property, but specifically excluding any damages and expenses to the extent arising out of the gross negligence or willful misconduct of Seller, Seller’s Affiliates or their agents (including Property Manager and its employees, agents and representatives), contractors, employees or representatives and/or any pre-existing conditions at the Property or matters revealed by or during the Investigations, except to the extent that the Investigations worsen or exacerbate any such condition or matter. The indemnification provisions of this Section 8.1 shall survive the termination of this Agreement and the Closing. For purposes of this Section 8.1, the activities of any consultant, or other matter or circumstance relevant to third party retained by Buyer in its discretion concerning connection with the Property and its marketabilityInvestigation shall be deemed to be included within the term “Buyer.”

Matters To Be Reviewed. Buyer may evaluate must complete its due diligence, which due diligence shall be determined in Buyer’s sole discretion (except that Buyer covenants, as part of the Independent Consideration, that Buyer will obtain a survey of the Property and a Phase 1 assessment report for the Property), and approve, disapprove or waive the following matters within the Due Diligence Period: (ia) the physical condition of the Property, including without limitation: (1i) soil, seismicseismic (including whether or not the Property is situated in a Special Study Zone as designated under the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Special Earthquake Studies Zone Act, which may subject construction or development of the Property to the findings of an acceptable geologic report), hydrological, geological and topographical conditions, (2ii) the availability of adequate utilities and public access, (3iii) the status and nature of any existing or proposed assessment districts and the amount of any assessment liability, (4iv) the character and amount of any fee or charge which may be imposed in connection with the development or operation of the Property, (5v) whether or not the Property is located in a Special Flood Hazard Area, (6vi) the status of the Property with respect to asbestos and other hazardous and toxic materials, (7vii) all matters disclosed by the Environmental Report(s), and (viii) compliance of the Property with all applicable laws, including Environmental Laws, Laws (8) investigation defined below). Seller will allow Buyer and/or its agents access to the Property to perform any and all investigations and inspections desired by Buyer (provided that any entry will be subject to the provisions of Section 23 and any Environmental Audit (defined below) will be subject to the availability provisions of potable waters, including, without limitation, by means of sampling of existing ▇▇▇▇▇, drilling test ▇▇▇▇▇, electrical resistivity tests Section 19) - Buyer shall conduct its inspections and seismic studies, investigations in a manner that will not result in any damage to the Property or any liability to the Seller (9) wetlands surveys and mapping, including, without limitation, identification and classification of existing flora and fauna, (10) archeological investigation, including investigation and sampling for cemeteries or native American artifacts, (11) structural inspections, including roof and building materials, provided that Buyer shall not be deemed to have breached the foregoing covenant due to the discovery of any structures located on pre-existing adverse condition at the Property, and (12) operability Property as a result of electrical, heating, ventilation such inspections and air conditioning (“HVAC”investigations), plumbingand Buyer shall indemnify, drainage defend and other mechanical systems hold Seller harmless from any and all claims, damages, liabilities and costs incurred by Seller as a result of Buyer’s access to the Property for the purpose of conducting any such inspections and investigations; provided, however, Buyer shall not have any obligation to indemnify or defend Seller from claims, damages, liabilities or costs resulting from (i) the discovery of any pre-existing adverse condition at the Property as a result of such inspections and investigations, or servicing the Property; (ii) the legal description negligence or willful acts of any Seller Parties. Any information so obtained by Buyer with respect to the Property contained Property, and any information provided by Seller to Buyer, shall be considered confidential and not disclosed to outside third parties, except Buyer shall have the right, without Seller’s consent, to disclose, on Exhibit Aa need to know basis only, to Buyer’s broker, consultants, attorneys (provided such broker, consultants or attorney’s shall also be subject to the same confidentiality restrictions as provided in this agreement) and/or as otherwise required for Buyer to comply with SEC regulations; (iiib) applicable government ordinances, rules and regulations and evidence of compliance therewith, including without limitation zoning and building regulations; (ivc) all private restrictions applicable to the Property, including without limitation, title issues (per section 8.1.1), declarations of covenants, conditions and restrictions, reciprocal easement and operating agreements, architectural restrictions and owners’ association governing documents; (vd) all licenses, permits, subdivision maps and conditions, improvement agreements, bonds, development agreements, and any and all other governmental approvals and/or authorizations relating to the Property, together with plans and specifications for the Property; (vie) leases, appraisals, agreements, contracts, documents, instruments, reports, surveys, title insurance policies, current tax bills, books and records relating to the Property; and (viif) any and all other matters concerning the current and future use, feasibility or value, or governmental permissions or entitlements pertaining to, to the Property, or any other matter or circumstance relevant to Buyer in its discretion concerning the Property and its marketability.