(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 OF A TERMINATION NOTICE, SUCH EXCEPTIONS THEN SHALL BE DEEMED TO BECOME
PERMITTED EXCEPTIONS AT THE CLOSING.
5
5.2
DUE DILIGENCE 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 TWENTY (20) 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. 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, SUBJECT TO SUBSECTION
5.2.2(G) BELOW. 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.
5.2.2
DURING THE DUE DILIGENCE PERIOD, BUYER AND BUYER'S AGENTS SHALL BE
GRANTED A RIGHT OF ENTRY ON THE PROPERTY (A) TO PERFORM SUCH NON INVASIVE
ENGINEERING, ENVIRONMENTAL AND GEOLOGICAL REVIEWS AS BUYER SHALL DEEM
APPROPRIATE, (B) EXAMINE ALL STRUCTURAL AND MECHANICAL SYSTEMS WITHIN THE
IMPROVEMENTS, (C) EXAMINE THE BOOKS AND RECORDS OF SELLER RELATING TO THE
OPERATION OF THE PROPERTY, AND (D) CONDUCT SUCH OTHER NON INVASIVE PHYSICAL
INSPECTIONS AND MAKE SUCH OTHER REPORTS AS BUYER SHALL DEEM APPROPRIATE FOR ANY
PURPOSE RELATED TO BUYER'S PROPOSED USE OF THE PROPERTY. BUYER'S RIGHT OF ENTRY
UPON THE PROPERTY SHALL BE SUBJECT TO, AND BUYER AGREES TO PERFORM, EACH OF THE
FOLLOWING CONDITIONS AND COVENANTS, ALL OF WHICH SHALL SURVIVE THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT AND THE DELIVERY OF THE DEED (AS DEFINED IN
SECTION 7.2.1 BELOW):
(A)
BUYER SHALL PAY ALL COSTS, EXPENSES, LIABILITIES, AND CHARGES
INCURRED BY BUYER OR RELATED TO BUYER'S ENTRY;
(B)
BUYER, AT BUYER'S SOLE COST, SHALL REPAIR ALL DAMAGE OR INJURY
CAUSED BY BUYER OR BUYER'S AGENTS IN CONNECTION WITH ANY SUCH INSPECTION OR
ENTRY AND SHALL RETURN THE PROPERTY TO THE CONDITION EXISTING PRIOR TO SUCH
ENTRY;