that, after Closing, Information may be made available to prospective mortgagees
(including mortgage brokers) or purchasers, lessees and/or investors for the
Property.
4.2.2
TERMINATION RIGHT.
IF, ON OR BEFORE THE EXPIRATION OF THE DUE
DILIGENCE PERIOD, BASED UPON THE INVESTIGATIONS AND/OR THE INFORMATION,
PURCHASER SHALL DETERMINE THAT IT NO LONGER INTENDS TO ACQUIRE THE PROPERTY FOR
ANY REASON, THEN PURCHASER SHALL PROMPTLY NOTIFY SELLER OF SUCH DETERMINATION IN
WRITING ON OR BEFORE 5:00 P.M. (EASTERN TIME) ON THE DATE THAT IS ONE (1)
BUSINESS DAY IMMEDIATELY FOLLOWING THE DATE THE DUE DILIGENCE PERIOD SHALL
EXPIRE (SUCH NOTICE BEING HEREIN CALLED THE "TERMINATION NOTICE"), WHEREUPON THE
INITIAL
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DEPOSIT SHALL BE PROMPTLY RETURNED TO PURCHASER, AND THIS AGREEMENT AND THE
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL TERMINATE (AND NO PARTY HERETO SHALL
HAVE ANY FURTHER OBLIGATIONS IN CONNECTION HEREWITH EXCEPT UNDER THOSE
PROVISIONS THAT EXPRESSLY SURVIVE THE CLOSING OR A TERMINATION OF THIS
AGREEMENT).
IF PURCHASER SHALL DELIVER TO SELLER, PRIOR TO, OR WITHIN TWO (2)
BUSINESS DAYS OF, THE DELIVERY OF THE TERMINATION NOTICE, COPIES OF ALL REPORTS,
STUDIES OR OTHER INFORMATION OBTAINED OR RECEIVED IN CONNECTION WITH
INVESTIGATIONS INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL REPORTS AND
STUDIES INCLUDING THOSE RELATING TO THE MATTERS DESCRIBED IN SCHEDULE 4.2
HERETO, SELLER SHALL PROMPTLY REIMBURSE PURCHASER FOR THE COST OF THE
ENVIRONMENTAL STUDY OR STUDIES BUT IN NO EVENT IN EXCESS OF $15,000 (THE
"TERMINATION FEE").
IN THE EVENT THAT PURCHASER SHALL FAIL TO DELIVER THE
TERMINATION NOTICE TO SELLER ON OR BEFORE THE DATE AND TIME SET FORTH ABOVE,
PURCHASER SHALL BE DEEMED TO HAVE AGREED THAT THE FOREGOING MATTERS ARE
ACCEPTABLE TO PURCHASER AND THAT IT INTENDS TO PROCEED WITH THE ACQUISITION OF
THE PROPERTY WITHOUT A REDUCTION IN, OR AN ABATEMENT IN OR CREDIT AGAINST, THE
PURCHASE PRICE (AND, THEREAFTER, PURCHASER SHALL HAVE NO FURTHER RIGHT TO
TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 4.2.2).
4.2.3 Possible Environmental Remediation.
In the event that (i) the
Investigations give rise to a claim of an existing environmental condition with
respect to the Property, and (ii) Purchaser has elected not to deliver a
Termination Notice pursuant to Section 4.2.2 above, Purchaser shall deliver
written notice to Seller setting forth the basis for such claimed environmental
condition (including copies of any written reports) and agreeing that Purchaser
has not otherwise elected to terminate this Agreement.
Seller and Purchaser
shall thereafter promptly select a mutually acceptable environmental
consultant/contractor ("the Consultant") to evaluate the claim and to prepare a
written cost estimate for the correction or remediation thereof (the "Cost
Estimate").
Any party(ies) identified in Schedule 4.2.3-A shall be deemed a
mutually acceptable Consultant.
If the Cost Estimate shall be less than
$200,000: (a) Seller and Purchaser shall jointly and promptly engage one of the
Consultants to undertake to perform the work necessary for correcting or
remediating the environmental condition, (b) the Closing shall occur promptly
after such engagement as otherwise contemplated by Section 5 hereof, and (c)
Seller shall, at Closing, deposit in escrow