OR AGENTS OF BUYER ON THE PROPERTY, AND NAMING
SELLER AS AN ADDITIONAL INSURED.
BUYER WILL PROVIDE A COPY OF ANY WRITTEN
INSPECTION, TEST, REPORT OR SUMMARY TO SELLER UPON SELLER'S WRITTEN REQUEST
THEREFOR.
6.3
FORMAL INSPECTION PERIOD.
BUYER'S OBLIGATION TO CLOSE UNDER THIS
AGREEMENT IS SUBJECT TO AND CONDITIONED UPON BUYER'S INVESTIGATION AND STUDY OF
AND SATISFACTION WITH THE PROPERTY AS SET FORTH IN THIS SECTION 6.
BUYER SHALL
HAVE UNTIL 6:00 P.M. E.S.T. ON THE INSPECTION DATE IN WHICH TO MAKE SUCH
INVESTIGATIONS AND STUDIES WITH RESPECT TO THE PROPERTY AS BUYER DEEMS
APPROPRIATE AND TO TERMINATE THIS AGREEMENT, BY WRITTEN NOTICE DELIVERED TO
SELLER AND ESCROW AGENT IF BUYER IS NOT, FOR ANY REASON, SATISFIED WITH THE
PROPERTY IN WHICH CASE THE EARNEST MONEY SHALL BE RETURNED BY ESCROW AGENT TO
BUYER WITHOUT ANY FURTHER ACTION (INCLUDING, BUT NOT LIMITED TO, ANY CONSENT OF,
OR DIRECTION FROM, SELLER), AND NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATIONS
HEREUNDER EXCEPT FOR THOSE OBLIGATIONS OF BUYER SET FORTH IN SECTIONS 6.3 AND
6.5.
IF BUYER FAILS TO DELIVER WRITTEN NOTICE TO SELLER OF ITS ELECTION TO
TERMINATE THIS AGREEMENT ON OR BEFORE 6:00 P.M. E.S.T. ON THE INSPECTION DATE,
THEN BUYER'S TERMINATION RIGHTS UNDER THIS SECTION 6 SHALL BE DEEMED TO HAVE
BEEN WAIVED BY BUYER, THE EARNEST MONEY SHALL BE NON-REFUNDABLE (UNLESS SELLER
DEFAULTS AS PROVIDED HEREIN OR UNLESS ANY CONDITIONS PRECEDENT TO BUYER'S
OBLIGATION TO CLOSE, AS SUCH CONDITIONS PRECEDENT ARE SPECIFICALLY PROVIDED
UNDER THIS AGREEMENT, ARE NOT SATISFIED OR WAIVED BY BUYER), AND THE PARTIES
SHALL PROCEED WITH THE TRANSACTION PURSUANT TO THE REMAINING TERMS AND
CONDITIONS OF THIS AGREEMENT.
6.4
CONFIDENTIALITY.
BUYER AND ITS REPRESENTATIVES SHALL HOLD IN
CONFIDENCE ALL DATA AND INFORMATION NOT AVAILABLE IN THE PUBLIC DOMAIN (OR
OTHERWISE MADE PUBLIC BY ANY PARTY OTHER THAN BUYER AND ITS REPRESENTATIVES)
RELATING TO SELLER OR ITS BUSINESS, WHETHER OBTAINED BEFORE OR
15
AFTER THE EXECUTION AND DELIVERY OF THIS AGREEMENT PURSUANT TO THE
CONFIDENTIALITY AGREEMENT WHICH IS INCORPORATED HEREIN AND WHICH BUYER HEREBY
REAFFIRMS, SUBJECT, HOWEVER, TO THE FINAL SENTENCE OF SECTION 18.3.
IN THE
EVENT OF A BREACH OR THREATENED BREACH BY BUYER OR ITS REPRESENTATIVES OF THIS
SECTION 6.5, SELLER SHALL BE ENTITLED TO ALL REMEDIES SET FORTH IN THE
CONFIDENTIALITY AGREEMENT.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS
PROHIBITING SELLER FROM PURSUING ANY OTHER AVAILABLE REMEDY AT LAW OR IN EQUITY
FOR SUCH BREACH OR THREATENED BREACH OF THE CONFIDENTIALITY AGREEMENT.
THE
PROVISIONS OF THIS SECTION 6.5 SHALL SURVIVE THE CLOSING AND ANY TERMINATION OF
THIS AGREEMENT FOR A PERIOD OF TWO (2) YEARS.
6.5
NON-COMPETE.
FOR A PERIOD OF *** AFTER THE CLOSING DATE, SELLER
HEREBY COVENANTS AND AGREES THAT NEITHER IT, NOR ITS AFFILIATES, SHALL SOLICIT
ANY TENANTS SO AS TO INDUCE SUCH TENANTS TO LEASE SPACE WITHIN, OR TO PURCHASE,
ANY OTHER BUILDINGS OWNED BY ANY OF SELLER OR ITS AFFILIATES.
FOR PURPOSES OF
THIS SECTION 6.5, THE TERM, "AFFILIATES," SHALL MEAN ANY PERSON OR ENTITY WHICH