SELLER
ACKNOWLEDGES AND AGREES THAT, SO LONG AS THE ESCROW MONEY IS DEPOSITED WITH THE
TITLE COMPANY AND UNTIL SUCH TIME AS SELLER SHALL HAVE THE RIGHT TO SUCH ESCROW
MONEY PURSUANT TO THIS CONTRACT, SELLER SHALL HAVE NO LEGAL OR EQUITABLE
INTEREST IN THE ESCROW MONEY, AS SUCH TERM IS DEFINED IN SECTION 541(D) OF THE
BANKRUPTCY CODE, INCLUDING, WITHOUT LIMITATION, ANY RESIDUAL OR OTHER INTEREST
IN THE ESCROW MONEY.
SELLER AND BUYER SHALL EXECUTE ANY SEPARATE ESCROW
INSTRUCTIONS AS SHALL BE REQUIRED BY TITLE COMPANY IN CONNECTION WITH THE
HOLDING AND DISBURSEMENT OF THE ESCROW MONEY.
5.
DUE DILIGENCE PERIOD
5.1
DELIVERY OF DOCUMENTS
SELLER HAS, PRIOR TO THE DATE OF THIS AGREEMENT AND AT ITS SOLE COST AND
EXPENSE, DELIVERED OR CAUSE TO BE DELIVERED TO BUYER ALL OF THE PROPERTY
INFORMATION. BUYER SHALL TREAT THE PROPERTY INFORMATION AND ANY DOCUMENTATION
OBTAINED BY BUYER IN CONNECTION WITH ITS INSPECTION OF THE PROPERTY IN
ACCORDANCE WITH THE REMAINDER OF THIS ARTICLE
5 ON A CONFIDENTIAL BASIS AND
SHALL USE SUCH INFORMATION ONLY IN CONNECTION WITH THE TRANSACTION CONTEMPLATED
UNDER THIS CONTRACT, EXCEPT AS REQUIRED BY LAW OR AS NEEDED IN CONNECTION WITH
THE PROSECUTION OR DEFENSE OF A DISPUTE BETWEEN BUYER AND SELLER WITH RESPECT TO
THIS CONTRACT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING THE
FOREGOING, BUYER MAY, TO THE EXTENT REASONABLY AND ACTUALLY NECESSARY TO BUYER'S
INVESTIGATION OF THE PROPERTY AND PROPER PERFORMANCE OF BUYER'S OBLIGATIONS
UNDER THIS CONTRACT, DISCLOSE THE PROPERTY INFORMATION AND SUCH OTHER
PROPERTY-RELATED DOCUMENTATION TO BUYER'S CONSULTANTS, LEGAL COUNSEL, EXPERTS OR
ENGINEERS (PROVIDED THAT SUCH CONSULTANTS, LEGAL COUNSEL, EXPERTS AND ENGINEERS
USE THE PROPERTY INFORMATION AND SUCH OTHER PROPERTY-RELATED DOCUMENTATION ONLY
IN CONNECTION WITH SERVICES RENDERED TO BUYER IN CONNECTION WITH THE TRANSACTION
CONTEMPLATED UNDER THIS CONTRACT AND MAINTAIN THE CONFIDENTIALITY OF THE
PROPERTY INFORMATION AND SUCH OTHER PROPERTY-RELATED DOCUMENTATION). THE
OBLIGATIONS OF BUYER UNDER THIS SECTION 5.1 SHALL SURVIVE THE TERMINATION OF
THIS CONTRACT; PROVIDED, HOWEVER, SUCH OBLIGATIONS SHALL EXPIRE UPON THE
CONSUMMATION OF THE CLOSING, EXCEPT AS MAY OTHERWISE BE AGREED BY THE PARTIES.
IN THE EVENT THAT THE CLOSING IS NOT CONSUMMATED, BUYER SHALL PROMPTLY RETURN TO
SELLER THE PROPERTY INFORMATION AND ANY OTHER DOCUMENTS RELATING TO THE PROPERTY
AS HAVE BEEN PROVIDED TO BUYER BY SELLER.
BUYER HEREBY ACKNOWLEDGES THAT,
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1 OF THIS CONTRACT, NEITHER SELLER,
NOR ANY AGENTS, REPRESENTATIVES, EMPLOYEES OR ATTORNEYS OF SELLER HAVE MADE ANY
REPRESENTATIONS OR WARRANTIES, DIRECT OR IMPLIED, VERBAL OR WRITTEN, WITH
RESPECT TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF
5
THE PROPERTY INFORMATION. DURING THE DUE DILIGENCE PERIOD, BUYER SHALL BE
ALLOWED THE USE OF REASONABLY ACCEPTABLE, SECURE OFFICE SPACE IN THE OFFICE
BUILDING FROM WHICH BUYER MAY CONDUCT ITS DUE DILIGENCE EFFORTS WITH RESPECT TO
THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT.
5.2
TITLE AND SURVEY OBJECTIONS
BUYER SHALL ORDER THE TITLE REPORT WITHIN TWO (2) BUSINESS DAYS FOLLOWING
RECEIPT OF THE UPDATED ABSTRACT OF TITLE TO THE PROPERTY FROM SELLER.
BUYER
SHALL ORDER