Common use of Review of the Property Clause in Contracts

Review of the Property. Upon its execution of this Agreement, Seller shall: 3.1 Subject to the provisions of Section 8.15 hereof, provide Purchaser and its agents or consultants with access to the Property to inspect each and every part thereof to determine its present condition and to conduct such physical and environmental studies (including a mechanical and roof study) as Purchaser deems appropriate. 3.2 Deliver to Purchaser copies of those documents and items listed in Exhibit B. By executing this Agreement, Purchaser acknowledges receipt of all of such items. 3.3 Purchaser shall have the period of thirty (30) days (the "Review Period") commencing on the date that a fully executed copy of this Agreement is delivered to Purchaser ("Effective Date") to determine in its sole discretion whether all matters relating to the Property (other than title and survey, which are governed by Paragraph 4) are acceptable and whether it can obtain financing in connection with the purchase of the Property. If Purchaser shall conclude that any matter relating to the Property is not acceptable or Purchaser fails to obtain an unconditional financing commitment for a loan in relation to the Property in the amount of eighty percent (80%) of the Purchase Price, Purchaser shall so notify Seller in writing prior to the expiration of the aforementioned period (which notice shall contain a copy of Purchaser's environmental report (if requested by Seller), roof/structural report and other reports or studies obtained in connection with Purchaser's due diligence, and a specific statement as to the conditions found to be unacceptable; however, the following shall not be construed to limit or qualify Purchaser's absolute right to terminate this Agreement if it does not determine that all matters relating to the Property are acceptable), and this Agreement shall terminate without liability on the part of Seller or Purchaser, other than Purchaser's indemnity contained in Paragraph 8.15 hereof, and the Deposit plus interest shall be returned to Purchaser. In the event that Purchaser does not timely so notify Seller, Purchaser shall be deemed to have concluded that the condition of the Property is acceptable, to have obtained financing for the Property and to have elected to proceed with the transaction upon the terms and conditions contained herein. Notwithstanding anything in the foregoing to the contrary, Purchaser acknowledges that it is aware that the roof requires replacement, and that Purchaser shall have no right to either terminate this Agreement nor seek a price reduction based on the condition of the roof. 3.4 Within five (5) days after execution and delivery of this Agreement by both parties, Seller shall deliver or make available, at Seller's New York office as listed in Section 8.4 of this Agreement, to Purchaser true copies of the following documents, to the extent same are in the possession of Seller or any Affiliate of Seller: all environmental reports, audits, and studies concerning the Real Property, including but not limited to all reports, audits, and studies identifying underground tanks, contamination of the soil or groundwater of the Real Property with Hazardous Materials (hereinafter defined); all correspondence with governmental authorities concerning the existence of Hazardous Materials at the Real Property (all of the foregoing are collectively referred to as the "Environmental Reports"). Seller does not warrant the accuracy of any information contained in such Environmental Reports. The term "Affiliate" shall mean any person or entity that controls, is under the control of, or is under common control with Seller.

Review of the Property. Upon its Within ten (10) days after full execution of this Agreementhereof, Seller shallwill: 3.1 Subject subject to the provisions of Section 8.15 Paragraph 8.17 hereof, provide Purchaser and its agents or consultants with access to the Property to inspect each and every part thereof to determine its present condition and to conduct such physical and environmental studies (including a mechanical and roof study) as Purchaser it deems appropriate. 3.2 Deliver deliver to Purchaser Purchaser, all to the extent in the possession of Seller, a copy of any existing leases, service contracts, maintenance and all other contracts pertaining to the operation of the Property, copies of those surveys and tax bills, and any notice of any statute or code, regulatory or insurance violation pertaining to the Property received by Seller or its agents since January 1, 1994 and any documents and items listed in Exhibit B. By executing this Agreement, Purchaser acknowledges receipt of all of such itemspertaining to the resolution thereof. 3.3 to the extent in Seller's possession, provide Purchaser shall with any recent reports prepared by third party consultants regarding hazardous waste or substances and the physical condition of the Property. Purchaser will have the period of thirty forty-five (3045) days from the date that this Agreement is fully executed (the "Review Period") commencing on the date that a fully executed copy of this Agreement is delivered to Purchaser ("Effective Date") to determine in its sole discretion whether all matters relating to the Property (other than Property, including, without limitation, the title thereto, the physical condition thereof, the terms of the leases thereon and surveythe fiscal feasibility of the purchase thereof, which are governed by Paragraph 4) are acceptable and whether it can obtain financing in connection with the purchase of the Propertyto Purchaser. If Purchaser shall conclude that any matter relating to the Property is not acceptable or Purchaser fails to obtain an unconditional financing commitment for a loan in relation to the Property in the amount of eighty percent (80%) of the Purchase Price, Purchaser shall so will notify Seller in writing prior to the expiration of the aforementioned Review period (which notice shall contain a copy of Purchaser's environmental report (if requested by Seller), roof/structural report and other reports or studies obtained in connection with Purchaser's due diligence, and a specific statement as whether all matters are acceptable to the conditions found to be unacceptable; however, the following shall not be construed to limit or qualify Purchaser's absolute right to terminate this Agreement if it does not determine it. If Purchaser notifies Seller that all matters relating are not acceptable to the Property are acceptable)it, and this Agreement shall will terminate without liability on the part of Seller or Purchaser, other than Purchaser's indemnity contained in Paragraph 8.15 8.17 hereof, and the Deposit plus interest shall will be returned to Purchaser. If Purchaser notifies Seller that all matters are acceptable to it, Purchaser will make the Second Deposit as provided in Paragraph 2. In the event that Purchaser does not timely so notify Seller, Purchaser shall will be deemed to have concluded that the condition of the Property is acceptable, to have obtained financing for the Property not acceptable and to have elected to proceed with terminate the transaction upon transaction, in which event the terms Deposit will be returned to Purchaser and conditions this Agreement will be terminated without further liability on the part of Seller or Purchaser, other than Purchaser's indemnity contained hereinin Paragraph 8.17 hereof. Notwithstanding anything The Review Period will be extended one day for each day beyond thirty-five (35) days after full execution hereof that Seller delays in delivering the foregoing materials required by clauses (i), (ii) and (iii) of Paragraph 5 hereof. In the event this Agreement is terminated or deemed terminated pursuant to the contraryprovisions of this Paragraph, Purchaser acknowledges that it is aware that agrees (which agreement survives termination) to deliver to Seller a copy of any third party reports prepared at Purchaser's direction with respect to the roof requires replacement, and that Purchaser shall have no right to either terminate this Agreement nor seek a price reduction based on the physical condition of the roofProperty. 3.4 Within five (5) days after execution and delivery of this Agreement by both parties, Seller shall deliver or make available, at Seller's New York office as listed in Section 8.4 of this Agreement, to Purchaser true copies of the following documents, to the extent same are in the possession of Seller or any Affiliate of Seller: all environmental reports, audits, and studies concerning the Real Property, including but not limited to all reports, audits, and studies identifying underground tanks, contamination of the soil or groundwater of the Real Property with Hazardous Materials (hereinafter defined); all correspondence with governmental authorities concerning the existence of Hazardous Materials at the Real Property (all of the foregoing are collectively referred to as the "Environmental Reports"). Seller does not warrant the accuracy of any information contained in such Environmental Reports. The term "Affiliate" shall mean any person or entity that controls, is under the control of, or is under common control with Seller.