BUYER AND DELIVERED TO BUYER ON THE CLOSING DATE HAVE BEEN, OR
ON THE CLOSING DATE WILL BE, DULY EXECUTED, AUTHORIZED AND DELIVERED BY BUYER.
THIS AGREEMENT AND ALL SUCH DOCUMENTS ARE, AND ON THE CLOSING DATE WILL BE,
LEGAL, VALID AND BINDING OBLIGATIONS OF BUYER, ENFORCEABLE IN ACCORDANCE WITH
THEIR TERMS AND DO NOT, AND AT THE TIME OF THE CLOSING DATE WILL NOT, VIOLATE
ANY PROVISIONS OF ANY AGREEMENT OR JUDICIAL OR ADMINISTRATIVE ORDER TO WHICH
BUYER IS A PARTY OR TO WHICH BUYER IS SUBJECT.
6
ARTICLE 5
ACCESS AND INSPECTION
5.1
FEASIBILITY PERIOD.
(A)
WITHIN THREE (3) BUSINESS DAYS FOLLOWING
THE FULL EXECUTION AND DELIVERY OF THIS AGREEMENT INTO ESCROW, SELLER SHALL
DELIVER OR CAUSE TO BE DELIVERED, AT SELLER'S SOLE COST AND EXPENSE, TO BUYER
ANY REASONABLE DUE DILIGENCE MATERIALS IN SELLER'S POSSESSION OR CONTROL
(COLLECTIVELY, "DUE DILIGENCE MATERIALS") INCLUDING:
1.
Copies of all Leases and tenancy agreements and all amendments thereto,
assignments and subleases thereof, memorandums of lease, tenant estoppels (given
within the past two (2) years), lease guaranties and all relevant correspondence
with tenants, and a current rent roll listing all tenants and the material terms
of their respective leases ("Rent Roll");
2.
Copies of any and all service, vendor, management, maintenance, repair,
and employment contracts; and other written agreements which affect the Property
or its operation as set forth in Exhibit M, attached hereto;
3.
Copies of any and all building plans, specifications, soils,
environmental and other reports, surveys, and studies of the Property
("Environmental Reports");
4.
The title commitment issued by Chicago Title Insurance Company (the
"Title Company") that is attached hereto as Exhibit D (the "Title Commitment")
as well as the ALTA/ACSM Land Title Survey of the Property (the "Survey"); and
5.
Copies of property tax bills for the last twenty four (24) months,
relating to the Property.
IN ADDITION, SELLER SHALL PROMPTLY DELIVER TO BUYER SUCH OTHER INFORMATION
RELATING TO THE PROPERTY THAT IS SPECIFICALLY AND REASONABLY REQUESTED BY BUYER
OF SELLER IN WRITING DURING THE FEASIBILITY PERIOD TO THE EXTENT SUCH
INFORMATION EITHER IS IN THE POSSESSION OR CONTROL OF SELLER, OR ANY AFFILIATE
OF SELLER (COLLECTIVELY, "OTHER DOCUMENTS").
IF BUYER TERMINATES THIS AGREEMENT
FOR ANY REASON, THEN WITHIN THREE (3) BUSINESS DAYS THEREAFTER BUYER SHALL
RETURN TO SELLER ALL DUE DILIGENCE MATERIALS AND OTHER DOCUMENTS AND, AT
SELLER'S WRITTEN REQUEST, SHALL DELIVER TO SELLER COPIES OF ANY FINAL REPORTS
PREPARED BY BUYER'S CONSULTANTS (OTHER THAN CONFIDENTIAL ATTORNEY-CLIENT OR
ATTORNEY WORK PRODUCT PRIVILEGED DOCUMENTS AND ANY DESIGN OR CONSTRUCTION
DRAWINGS, PLANS, REPORTS, OR COST ESTIMATES RELATING TO ANY POTENTIAL NEW
CONSTRUCTION ON OR DEVELOPMENT OF THE PROPERTY) RELATING IN ANY WAY TO THE
PROPERTY WITHOUT ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO.
(B)
AS USED IN THIS AGREEMENT, THE TERM
"FEASIBILITY PERIOD" SHALL REFER TO A PERIOD OF TIME BEGINNING AS OF THE DATE OF
THIS AGREEMENT AND ENDING AT 5:00 P.M., CALIFORNIA TIME, ON THE FIRST BUSINESS
DAY THAT IS FORTY FIVE (45) DAYS AFTER THE