AGENT OF ANY OF THE PARTIES FOR ANY ACT OR
OMISSION ON ITS PART UNLESS TAKEN OR SUFFERED IN BAD FAITH IN WILLFUL DISREGARD
OF THIS CONTRACT OR INVOLVING GROSS NEGLIGENCE.
SELLER AND PURCHASER JOINTLY
AND SEVERALLY SHALL INDEMNIFY AND HOLD ESCROW AGENT HARMLESS FROM AND AGAINST
ALL COSTS, CLAIMS AND EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES, INCURRED
IN CONNECTION WITH THE PERFORMANCE OF ESCROW AGENT'S DUTIES HEREUNDER, EXCEPT
WITH RESPECT TO ACTIONS OR OMISSIONS TAKEN OR SUFFERED BY ESCROW AGENT IN BAD
FAITH, IN WILLFUL DISREGARD OF THIS CONTRACT OR INVOLVING GROSS NEGLIGENCE ON
THE PART OF THE ESCROW AGENT.
2.3.5
THE PARTIES SHALL DELIVER TO ESCROW AGENT AN EXECUTED COPY OF THIS
CONTRACT, WHICH SHALL CONSTITUTE THE SOLE INSTRUCTIONS TO ESCROW AGENT.
ESCROW
AGENT SHALL EXECUTE THE SIGNATURE PAGE FOR ESCROW AGENT ATTACHED HERETO WITH
RESPECT TO THE PROVISIONS OF THIS SECTION 2.3; PROVIDED, HOWEVER, THAT (A)
ESCROW AGENT'S SIGNATURE HEREON SHALL NOT BE A PREREQUISITE TO THE BINDING
NATURE OF THIS CONTRACT ON PURCHASER AND SELLER, AND THE SAME SHALL BECOME FULLY
EFFECTIVE UPON EXECUTION BY PURCHASER AND SELLER, AND (B) THE SIGNATURE OF
ESCROW AGENT WILL NOT BE NECESSARY TO AMEND ANY PROVISION OF THIS CONTRACT OTHER
THAN THIS SECTION 2.3.
2.3.6
ESCROW AGENT, AS THE PERSON RESPONSIBLE FOR CLOSING THE TRANSACTION
WITHIN THE MEANING OF SECTION 6045(E)(2)(A) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), SHALL FILE ALL NECESSARY INFORMATION, REPORTS,
RETURNS, AND STATEMENTS REGARDING THE TRANSACTION REQUIRED BY THE CODE
INCLUDING, BUT NOT LIMITED TO, THE TAX REPORTS REQUIRED PURSUANT TO SECTION 6045
OF THE CODE.
FURTHER, ESCROW AGENT AGREES TO INDEMNIFY AND HOLD PURCHASER,
SELLER, AND THEIR RESPECTIVE ATTORNEYS AND BROKERS HARMLESS FROM AND AGAINST ANY
LOSSES RESULTING FROM ESCROW AGENT'S FAILURE TO FILE THE REPORTS ESCROW AGENT IS
REQUIRED TO FILE PURSUANT TO THIS SECTION.
2.3.7
THE PROVISIONS OF THIS SECTION 2.3 SHALL SURVIVE THE TERMINATION OF
THIS CONTRACT, AND IF NOT SO TERMINATED, THE CLOSING AND DELIVERY OF THE DEEDS
TO PURCHASER.
ARTICLE III
FEASIBILITY PERIOD
3.1
FEASIBILITY PERIOD.
SUBJECT TO THE TERMS OF SECTIONS 3.3 AND
3.4 AND THE RIGHT OF TENANTS UNDER THE LEASES, FROM THE EFFECTIVE DATE TO AND
INCLUDING THE DATE WHICH IS THIRTY (30) DAYS AFTER THE EFFECTIVE DATE (THE
"FEASIBILITY PERIOD"), AND THEREAFTER (SUBJECT TO THE PROVISIONS OF THIS ARTICLE
III) PURCHASER, AND ITS AGENTS, CONTRACTORS, ENGINEERS, SURVEYORS, ATTORNEYS,
AND EMPLOYEES (COLLECTIVELY, "CONSULTANTS") SHALL HAVE THE RIGHT FROM TIME TO
TIME TO ENTER ONTO THE PROPERTY:
3.1.1
TO CONDUCT AND MAKE ANY AND ALL CUSTOMARY STUDIES, TESTS,
EXAMINATIONS, INQUIRIES, AND INSPECTIONS, OR INVESTIGATIONS (COLLECTIVELY, THE
"INSPECTIONS") OF OR CONCERNING THE PROPERTY (INCLUDING, WITHOUT LIMITATION,
ENGINEERING AND FEASIBILITY STUDIES, EVALUATION OF DRAINAGE AND FLOOD PLAIN,
SOIL TESTS FOR BEARING CAPACITY AND PERCOLATION AND SURVEYS, INCLUDING
TOPOGRAPHICAL SURVEYS);
3.1.2
TO CONFIRM ANY AND ALL MATTERS WHICH PURCHASER MAY REASONABLY
DESIRE TO CONFIRM WITH RESPECT TO THE PROPERTY;
3.1.3
TO ASCERTAIN AND CONFIRM THE SUITABILITY OF THE PROPERTY FOR
PURCHASER'S INTENDED USE OF THE PROPERTY; AND