ANY SUCH ITEM WHICH BUYER HAS DISAPPROVED.
IF THERE ARE EXCEPTIONS
WHICH BUYER HAS DISAPPROVED AND WHICH SELLER IS NOT WILLING TO REMOVE AT
SELLER'S EXPENSE, BUYER SHALL HAVE UNTIL THE END OF THE DUE DILIGENCE PERIOD (OR
SUCH FIVE (5) DAY PERIOD, WHICHEVER IS LATER) TO NOTIFY SELLER IN WRITING OF
BUYER'S ELECTION TO EITHER (A) WAIVE ITS DISAPPROVAL AND APPROVE SUCH
EXCEPTIONS, OR (B) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE
DEPOSIT.
IF BUYER ELECTS TO WAIVE ITS DISAPPROVAL AND APPROVE ANY SUCH
EXCEPTIONS, OR IF BUYER DOES NOT EXPRESSLY ELECT TO TERMINATE BY TIMELY DELIVERY
5
OF A TERMINATION NOTICE, SUCH EXCEPTIONS THEN SHALL BE DEEMED TO BECOME
PERMITTED EXCEPTIONS AT THE CLOSING.
5.2
DUE DILIGENCE PERIOD; ENVIRONMENTAL CONTINGENCY PERIOD.
5.2.1
AT ALL TIMES DURING THE PERIOD COMMENCING ON THE EXECUTION DATE
UNTIL 5:00 P.M. (PACIFIC TIME) ON THE DAY WHICH IS FORTY FIVE (45) DAYS AFTER
THE EXECUTION DATE, OR THE NEXT BUSINESS DAY IF SUCH DATE FALLS ON A WEEKEND OR
HOLIDAY (THE "DUE DILIGENCE PERIOD"), BUYER, ITS AUTHORIZED AGENTS, EMPLOYEES,
CONSULTANTS AND REPRESENTATIVES ("BUYER'S AGENTS") SHALL HAVE THE RIGHT TO ENTER
THE PROPERTY AT REASONABLE TIMES AND AT REASONABLE INTERVALS TO CONDUCT AND
CARRY OUT ANY AND ALL NON INVASIVE INSPECTIONS, TESTS, AND STUDIES AS BUYER
DEEMS APPROPRIATE OR BUYER'S LENDER REQUIRES.
EXCEPT AS EXPRESSLY PERMITTED
UNDER SECTION 5.2.4 BELOW, BUYER SHALL NOT HAVE THE RIGHT TO DO ANY INVASIVE
TESTING OF THE PROPERTY OR THE IMPROVEMENTS LOCATED THEREON WITHOUT THE PRIOR
WRITTEN CONSENT OF SELLER, WHICH CONSENT MAY BE WITHHELD IN SELLER'S SOLE AND
ABSOLUTE DISCRETION. BUYER SHALL PROVIDE NOTICE TO SELLER OF ITS INTENT TO ENTER
THE PROPERTY AND PROVIDE SELLER THE RIGHT TO ACCOMPANY BUYER ON SUCH ENTRY.
BUYER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AT ANY TIME PRIOR TO THE
EXPIRATION OF THE DUE DILIGENCE PERIOD AT BUYER'S SOLE AND ABSOLUTE DISCRETION,
FOR ANY REASON WHATSOEVER OR FOR NO REASON, BY DELIVERING TO SELLER WRITTEN
NOTICE OF BUYER'S ELECTION TO TERMINATE THIS AGREEMENT NO LATER THAN 5:00 P.M.
(PACIFIC TIME) OF THE LAST DAY OF THE DUE DILIGENCE PERIOD (THE "TERMINATION
NOTICE"). BUYER'S FAILURE TO DELIVER THE TERMINATION NOTICE WITHIN THE DUE
DILIGENCE PERIOD SHALL CONCLUSIVELY BE CONSIDERED BUYER'S APPROVAL OF ALL THE
CONDITIONS AND DOCUMENTS IN SECTION 5.1 AND THIS SECTION 5.2, EXCEPTING ONLY THE
ENVIRONMENTAL CONDITION OF THE PROPERTY.
IF SELLER HAS NOT PROVIDED ALL OF THE
CONTRACTS AND PROPERTY DOCUMENTS TO BUYER WITHIN FIVE (5) BUSINESS DAYS AFTER
ESCROW AGENT'S RECEIPT OF THE DEPOSIT, THE DUE DILIGENCE PERIOD SHALL BE
EXTENDED FOR A PERIOD EQUAL TO ONE (1) DAY FOR EACH DAY OF SELLER'S DELAY IN
PROVIDING THE CONTRACTS AND PROPERTY DOCUMENTS.
Unless Buyer has elected to terminate this Agreement during the Due Diligence
Period as provided in this Section 5.2.1 or in Section 5.1 above, Buyer shall be
deemed to have approved all title and survey matters with respect to the
Property and all aspects of the physical condition of the