2013-04-24 BOS Packet - Released

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opportunity to inspect, take measurements, conduct surveys, perform tests, show the Property to contractors, architects, surveyors, engineers and insurers, and make legal, engineering and other reviews or investigations of the Property, including, without limitation, title analysis, environmental site assessments, soil and groundwater tests, well drilling, percolation tests, property surveys, and evaluations of utilities. Within ninety (90) days of the commencement of the Due Diligence Period (the “Title Review Period”), BUYER shall deliver written notice (the “Title Objection Notice”) to the SELLER specifying any objections that BUYER may have to any title matters relating to the Property, including the area subject to the Easement as described in Paragraph 15. Promptly after the receipt of the Title Objection Notice, SELLER shall use diligent, good faith efforts to address any objections raised by BUYER to BUYER’s reasonable satisfaction prior to the Closing Date. In the event that, despite SELLER’s diligent and good faith efforts, SELLER cannot remove any objections as provided above prior to the Closing Date, SELLER’s right to extend the closing as set forth in Paragraph 7 hereof shall automatically be waived for the matters identified in the Title Objection Notice and Buyer shall have the rights set forth in Paragraphs 8 and 9 hereof. BUYER shall have the right to provide a supplementary Title Objection Notice at any time up to the Closing Date respecting those defects in title to the Property, including the area subject to the Easement, arising after the earlier date of BUYER’S title report or survey or the expiration of the Title Review Period. SELLER shall cooperate with BUYER to give BUYER access to the Property during the Due Diligence Period. If any consent or approval with respect to any activities by BUYER is required of SELLER by law, at BUYER’s discretion and expense, SELLER shall use reasonable good faith efforts to obtain all consents and approvals needed for BUYER to perform environmental monitoring, sampling and physical testing. Prior to engaging in any test or investigation that could damage any portion of the Property, BUYER shall give SELLER three (3) business days’ notice and the opportunity to have a representative or employee of SELLER present during such activity. BUYER shall use reasonable efforts to repair, at its sole cost and expense, any damage to the Property caused by such tests or investigations. If BUYER is not satisfied in its sole judgment with any of the information obtained by BUYER while conducting the due diligence identified above (other than title objection issues that are controlled by the second and third paragraphs of this section as well as other relevant paragraphs of this Agreement), then BUYER shall have the right to terminate this Agreement by written notice to SELLER at any time or prior to 5:00 p.m. on the last day of the Due Diligence Period. 19.Title: It is understood and agreed by the parties that the Property shall not be in conformity with the title provisions of this Agreement unless: {A0187183.4 } 5