OTHER RELEVANT DOCUMENTS AND
INFORMATION WITH RESPECT TO THE PROPERTY AS REPRESENTATIVES OF BUYER MAY FROM
TIME TO TIME REQUEST, ALL IN SUCH MANNER AS TO NOT UNDULY DISRUPT SELLER'S
NORMAL BUSINESS ACTIVITIES.
SUCH ACCESS MAY INCLUDE CONSULTATIONS WITH THE
PERSONNEL OF SELLER.
BUYER SHALL COORDINATE ALL OF ITS INSPECTION ACTIVITIES
THROUGH SELLER'S DESIGNATED REPRESENTATIVE OR HIS DESIGNEE.
IF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE, BUYER SHALL PROMPTLY RETURN ALL
INFORMATION AND DOCUMENTS PROVIDED BY SELLER.
(B)
DURING THE TERM OF THIS AGREEMENT BUYER MAY PHYSICALLY INSPECT,
AND CAUSE ONE OR MORE ENGINEERS OR OTHER REPRESENTATIVES OF BUYER TO PHYSICALLY
INSPECT, THE PROPERTY.
BUYER SHALL MAKE ALL INSPECTIONS IN GOOD FAITH AND WITH
DUE DILIGENCE.
ALL INSPECTION FEES, APPRAISAL FEES, ENGINEERING FEES AND OTHER
EXPENSES OF ANY KIND INCURRED BY BUYER RELATING TO THE INSPECTION OF THE
PROPERTY WILL BE SOLELY AT BUYER'S EXPENSE.
SELLER SHALL COOPERATE WITH BUYER
IN ALL REASONABLE RESPECTS IN MAKING SUCH INSPECTIONS.
(C)
SELLER SHALL BE ENTITLED TO HAVE A REPRESENTATIVE PRESENT AT THE
TIME OF MAKING ANY PHYSICAL INSPECTION OF THE PROPERTY.
BUYER SHALL NOTIFY
SELLER NOT LESS THAN ONE (1) DAY IN ADVANCE OF MAKING ANY SUCH INSPECTION.
IN
MAKING ANY INSPECTION HEREUNDER, BUYER WILL TREAT, AND WILL CAUSE ANY
REPRESENTATIVE OF BUYER TO TREAT, ALL INFORMATION OBTAINED BY BUYER
12
PURSUANT TO THE TERMS OF THIS AGREEMENT AS STRICTLY CONFIDENTIAL AND SHALL NOT
DISCLOSE ANY SUCH INFORMATION EXCEPT AS PROVIDED HEREIN.
(D)
ALL INSPECTION ACTIVITIES ARE TO BE AT BUYER'S SOLE COST AND
RISK.
BUYER ACKNOWLEDGES THAT ANY INFORMATION OBTAINED BY BUYER DURING THE
COURSE OF ITS DUE DILIGENCE SHALL NOT CONSTITUTE ANY REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, BY THE SELLER WITH RESPECT TO THE CONTENT,
COMPLETENESS OR ACCURACY OF THE DUE DILIGENCE INSPECTIONS.
5.03
FINAL INSPECTION CERTIFICATE.
ON APRIL 21, 2007, BUYER SHALL
COMPLETE ITS FINAL INSPECTION OF THE PROPERTY FOR PURPOSES OF DETERMINING IF THE
CONDITION SET FORTH IN SECTION 9.03 HEREOF HAS BEEN SATISFIED.
AT THE CLOSING,
BUYER SHALL TENDER TO SELLER A FINAL INSPECTION CERTIFICATE IN THE FORM OF
EXHIBIT J ("FINAL INSPECTION CERTIFICATE"), SETTING FORTH THE CONDITION OF THE
PROPERTY.
BUYER SHALL NOT BE ENTITLED TO OBJECT TO THE CONDITION OF ANY OF THE
PROPERTY SHOULD BUYER ELECT NOT TO CONDUCT A FINAL INSPECTION OF SUCH PROPERTY.
IF AS A RESULT OF THE FINAL INSPECTION THE CONDITION SET FORTH IN SECTION 9.03
IS NOT SATISFIED THEN EITHER BUYER OR SELLER MAY TERMINATE THIS AGREEMENT
PURSUANT TO SECTION 11.01(F).
ARTICLE VI
CLOSING
6.01
CLOSING DATE.
(A)
THE TERM "CLOSING" AS USED HEREIN SHALL REFER
TO THE ACTUAL CONVEYANCES, TRANSFER, ASSIGNMENT AND DELIVERY OF THE PROPERTY TO
BUYER IN EXCHANGE FOR THE PAYMENT TO SELLER PURSUANT TO SECTION 2.02 HEREOF.
THE CLOSING SHALL TAKE PLACE AT THE OFFICE SPECIFIED IN SECTION 6.02 HEREOF AT
10:00 A.M. LOCAL TIME ON JUNE 15, 2007 ("TARGET DATE") PROVIDED ALL OF THE
CONDITIONS SET FORTH IN ARTICLES IX AND X ARE EITHER SATISFIED, CAPABLE OF BEING
SATISFIED