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.
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5.03
FINAL INSPECTION CERTIFICATE.
ON OR PRIOR TO 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.
ON OR
BEFORE APRIL 21, 2007, BUYER SHALL TENDER TO SELLER A FINAL INSPECTION
CERTIFICATE IN THE FORM OF EXHIBIT L ("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) WITHIN THREE (3) DAYS
OF THE DATE OF THE FINAL INSPECTION CERTIFICATE.
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 APRIL 27, 2007 ("TARGET DATE") PROVIDED ALL OF THE CONDITIONS SET
FORTH IN ARTICLES IX AND X ARE EITHER SATISFIED, CAPABLE OF BEING SATISFIED OR
WAIVED; PROVIDED, HOWEVER, IF THE CONDITIONS SET FORTH IN ARTICLES IX AND X ARE
NOT SATISFIED, CAPABLE OF BEING SATISFIED OR WAIVED THEN THE CLOSING SHALL BE
DEFERRED UNTIL THE NEXT BUSINESS DAY FOLLOWING THE DATE ON WHICH ALL OF THE
CONDITIONS SET FORTH IN ARTICLE IX AND X ARE SATISFIED, CAPABLE OF BEING
SATISFIED OR WAIVED SUBJECT TO (I) SECTION 11.01(C) HEREOF; AND (II) BUYERS
RIGHT AND OPTION TO DEFER THE CLOSING AFTER THE CONDITIONS SET FORTH IN ARTICLE
IX ARE SATISFIED, CAPABLE OF BEING SATISFIED OR WAIVED TO ANY DATE PRIOR TO THE
DROP DEAD DATE, PROVIDED, FURTHER THE PURCHASE PRICE SHALL BE INCREASED FOR EACH
DAY AFTER THE LATER OF THE TARGET DATE OR THE DATE THE CONDITIONS SET
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FORTH IN ARTICLE IX ARE SATISFIED OR WAIVED (SUCH DATE IS HEREINAFTER REFERRED
TO AS "INITIAL DATE"); BY AN AMOUNT EQUAL TO $50,000 PER DAY UNTIL CLOSING OR
TERMINATION ("DELAY DAMAGES"):
The date of the Closing as determined above is herein referred to as the
"Closing Date."
(b) On the Target Date, Buyer shall notify Seller in writing as to whether the
conditions in Article IX are satisfied, capable of being satisfied or waived, or
if not