SHALL BE RESPONSIBLE FOR THE INCREASED PROPERTY PURCHASE PRICE
WITHOUT ANY OTHER CREDIT OR OTHER CONCESSION ON THE PART OF SELLER.
(C)
THE DEPOSIT, TOGETHER WITH ALL INTEREST THEREON, SHALL BE HELD BY
ESCROWEE IN ACCORDANCE WITH SECTION 19 HEREOF.
2
(D)
IN ADDITION TO, AND NOT IN LIEU OF, THE DELIVERY OF THE DEPOSIT,
PURCHASER SHALL DELIVER TO SELLER BY CHECK, CONCURRENTLY WITH THE DELIVERY OF
THE INITIAL DEPOSIT, THE SUM OF ONE HUNDRED DOLLARS ($100).
SELLER AND
PURCHASER HEREBY MUTUALLY ACKNOWLEDGE AND AGREE THAT SAID SUM REPRESENTS
ADEQUATE BARGAINED FOR CONSIDERATION FOR SELLER'S EXECUTION AND DELIVERY OF THIS
AGREEMENT. SAID SUM IS IN ADDITION TO AND INDEPENDENT OF ANY OTHER CONSIDERATION
OR PAYMENT PROVIDED FOR IN THIS AGREEMENT AND IS NONREFUNDABLE IN ALL EVENT.
4.
DUE DILIGENCE REVIEWS.
PURCHASER MAY DURING THE TERM OF THIS
AGREEMENT, PROVIDED THAT PURCHASER SHALL NOT BE IN DEFAULT OF ANY OF ITS
MATERIAL OBLIGATIONS HEREUNDER, PERFORM DUE DILIGENCE EXAMINATIONS, REVIEWS AND
INSPECTIONS OF ALL MATTERS PERTAINING TO THE PURCHASE OF THE EXISTING LEASE AND
THE PROPERTY, INCLUDING PHYSICAL, ENVIRONMENTAL AND COMPLIANCE MATTERS AND
CONDITIONS RESPECTING THE PROPERTY WHICH PURCHASER ELECTS TO MAKE (COLLECTIVELY,
THE "INVESTIGATIONS"), WHICH INVESTIGATIONS SHALL AT ALL TIMES BE SUBJECT TO
PURCHASER'S COMPLIANCE WITH THE PROVISIONS OF THIS SECTION 4.
SELLER SHALL
PROVIDE PURCHASER WITH REASONABLE ACCESS TO THE PROPERTY UPON REASONABLE ADVANCE
NOTICE (WHICH NOTICE MAY BE MADE BY E-MAIL TRANSMISSION) AND APPROVAL BY SELLER
(WHICH NOTICE SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AND MAY BE MADE BY
E-MAIL TRANSMISSION), MAKE AVAILABLE TO PURCHASER, AT THE OFFICES OF SELLER
AND/OR THE PROPERTY MANAGER OF THE PROPERTY, ACCESS TO, SUCH LEASES, SERVICE
CONTRACTS, AND OTHER CONTRACTS AND AGREEMENTS AND FINANCIAL INFORMATION WITH
RESPECT TO THE PROPERTY IN SELLER'S POSSESSION OR CONTROL AS PURCHASER SHALL
REASONABLY REQUEST; PROVIDED, HOWEVER, IN NO EVENT SHALL SELLER BE OBLIGATED TO
MAKE AVAILABLE, NOR SHALL PURCHASER SEEK TO OBTAIN, ANY CONFIDENTIAL AND/OR
PROPRIETARY (IN SELLER'S SOLE DISCRETION) INFORMATION REGARDING SELLER AND/OR
ITS RESTAURANT OR BUSINESS OPERATIONS AT THE PROPERTY.
ANY ENTRY UPON THE
PROPERTY AND ALL INVESTIGATIONS SHALL BE MADE OR PERFORMED ONLY DURING SELLER'S
NORMAL BUSINESS HOURS (OR OTHER HOURS, AS MAY BE MUTUALLY CONVENIENT) AND AT THE
SOLE RISK AND EXPENSE OF PURCHASER, AND SHALL NOT UNREASONABLY INTERFERE WITH
THE ACTIVITIES ON OR ABOUT THE PROPERTY OF SELLER, ITS TENANTS, PATRONS, AND
THEIR EMPLOYEES AND INVITEES.
PURCHASER SHALL:
(A)
AT ALL TIMES BE ACCOMPANIED BY AN AUTHORIZED REPRESENTATIVE OF
SELLER DURING ANY INVESTIGATIONS (SELLER AGREES THAT, UNLESS IT SHALL HAVE
SPECIFICALLY WAIVED ITS RIGHT TO HAVE AN AUTHORIZED REPRESENTATIVE ACCOMPANY
PURCHASER IN ANY OF ITS INVESTIGATIONS, IT SHALL, AT REASONABLE TIMES UPON
REASONABLE ADVANCE NOTICE, MAKE AN AUTHORIZED REPRESENTATIVE AVAILABLE TO
ACCOMPANY PURCHASER IN SUCH INVESTIGATIONS);
(B)
INDEMNIFY, DEFEND AND HOLD SELLER AND SELLER'S AGENTS, EMPLOYEE,
REPRESENTATIVES, OFFICERS, DIRECTORS AND OFFICERS (COLLECTIVELY, THE
"SELLER-RELATED PARTIES") FREE AND HARMLESS FROM AND AGAINST ALL LIABILITIES,
OBLIGATIONS, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATIONS, REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS) ASSERTED AGAINST OR INCURRED BY