Purchaser. If Purchaser has not approved, disapproved or waived all contingencies by written notice to Seller prior to the expiration of Purchaser’s Review Period (which approval, disapproval or waiver shall be at the sole and absolute discretion of Purchaser) then all feasibility contingencies of Purchaser shall be deemed disapproved and this Agreement shall be terminated. Any written approval by Purchaser pursuant to this Section shall be without conditions or qualifications and any written notice from Purchaser pursuant to this Section 3.1 containing conditions or qualifications will be deemed disapproval. 3.1.1 Prior to the expiration of the Review Period, Purchaser shall have the right, at Purchaser’s sole cost and expense, to obtain and review a preliminary title report (“Title Report”) for the Property. Prior to the expiration of the Review Period, Purchaser shall provide written notice to Seller or any objections to the Title Report. Seller shall have five (5) business days after the receipt of an objection notice from Purchaser to elect to cure any objection to the Title Report raised by Purchaser. If Seller agrees to cure an objection to the Title Report, such cure shall be a condition to the obligation of Purchaser to proceed with the Closing. If Seller fails to provide a response to Purchaser’s objection to the Title Report, Seller shall be deemed to have elected to refuse to cure such title objection in which event Purchaser shall have two (2) business days after the expiration of Seller’s five-business day review period to elect to either (i) waive Purchaser’s objections and proceed with the Closing or (ii) terminate this Agreement. 3.1.2 Purchaser shall have the right, and Seller shall reasonably cooperate with Purchaser as necessary and at no cost to Seller, to obtain such zoning, variances, permits, approvals and other entitlements (“Entitlements”) as may be necessary or desirable to Purchaser to obtain for Purchaser’s intended development or use of the Property; provided, however, that in no event shall any Entitlements be binding upon Seller or the Property, nor shall such Entitlements be binding upon the Surplus Property prior to the Closing or upon termination of this Agreement and provided further that the receipt of such Entitlements shall not be a condition to Closing. 3.2 Purchaser’s Investigations of the Property . During the Review Period, Purchaser and its agents and contractors shall have the right to conduct such investigations and enter upon the Property to conduct, at Purchaser’s expense, such tests and investigations as may be necessary for Purchaser to determine whether any matter would materially hinder or make economically unfeasible Purchaser’s intended use of the Surplus Property. Prior to Purchaser or its agents or contractors entering upon the Surplus Property pursuant to this Article 3, Purchaser shall (a) give Seller twenty-four (24) hours prior notice of such entry, and (b) provide satisfactory evidence to Seller that Purchaser, or its agents or contractors, have obtained commercial general liability insurance, with limits of not less than $2,000,000.00 per occurrence and $4,000,000.00 in aggregate; workers compensation insurance in statutory limits and employers liability insurance with limits not less than $1,000,000.00 each incident; and umbrella excess liability insurance excess of the underlying commercial general liability and employers liability insurance with limits not less than $1,000,000.00 per occurrence and 2,000,000.00 aggregate. 3.3 Indemnification . Purchaser will defend, indemnify and hold Seller free and harmless from and against any and all claims, damages and liabilities relating to or arising out of Purchaser’s exercise of its rights under Section 3.2 above provided that Purchaser shall not responsible for any latent defects that are merely discovered by Purchaser and not intentionally exacerbated by Purchaser. Purchaser will assure that all costs associated with its conduct of the
5
19782.00019\32344835.3
Made with FlippingBook - Online Brochure Maker