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environmental defects, as well as the condition of the following systems and components: heating,
<br />cooling, electrical, plumbing, roof, walls, ceilings, floors, foundation, parking, sidewalks, roads,
<br />drainage, common areas, and sewers; and
<br />(ii)file any application with any federal, state, county, municipal or regional agency
<br />relating to the Property for the purpose of obtaining any approval necessary for Buyer’s anticipated
<br />use of the Property. If Seller’s written consent to or signature upon any such application is required by
<br />any such agency for consideration or acceptance of any such application, Buyer may forward
<br />necessary, reasonable forms to and request from Seller such consent or signature, which Seller shall
<br />not unreasonably withhold.
<br />D.Termination of Agreement. If at any time within the Due Diligence Period Buyer
<br />determines, in its sole discretion, not to proceed with the purchase of the Property, Buyer may
<br />terminate this Agreement by written notice to Seller’s Representative and pay a termination fee in
<br />the amount of the costs, and expenses Seller reasonably incurred related to the project. If at any
<br />time within the Due Diligence Period Buyer determines, in its sole discretion, that it is unable or
<br />not permitted to proceed with the sale of the Property, Seller may terminate this Agreement by
<br />written notice to Buyer’s Representative.
<br />5.SELLER’S DOCUMENTS
<br />Seller shall provide Buyer a copy of all known environmental inspection reports, engineering, title,
<br />and survey reports and documents in Seller’s possession relating to the Property. In the event the
<br />Closing does not occur, Buyer will immediately return all such reports and documents to Seller’s
<br />Representative.
<br />6.PRESERVATION OF TITLE
<br />After the Contract Date and unless required for its normal or routine operations, renovations,
<br />maintenance, repairs, upgrades, etc., Seller shall not take any action or allow any action to be taken
<br />by others to cause the Property to become subject to any interests, liens, restrictions, easements,
<br />covenants, reservations, or other matters affecting Seller’s title (such matters are referred to as
<br />“Encumbrances”). Any Encumbrances occurring after the Contract Date required for Seller’s
<br />normal or routine operations, renovations, maintenance, repairs, or upgrades shall be extinguished
<br />or released prior to the Closing Date. Seller acknowledges that Buyer intends to obtain, at Buyer’s
<br />sole expense, and to rely upon a commitment for title insurance on the Property (the “Title
<br />Commitment”) and a survey of the Property (the “Survey”) identifying all Encumbrances as of the
<br />Contract Date. The Property shall be conveyed to Buyer free of any Encumbrances other than
<br />Permitted Encumbrances (as defined in Section 8 below).
<br />7.TITLE COMMITMENT AND POLICY REQUIREMENTS
<br />Buyer shall obtain the Title Commitment for an owner’s policy of title insurance issued by a title
<br />company selected by Buyer and reasonably acceptable to Seller (the “Title Company”). The Title
<br />Commitment shall upon payment of the required premium (i) agree to insure good, marketable, and
<br />indefeasible fee simple title to the Property (including public road access) in the name of the Buyer
<br />for the full amount of the Purchase Price upon delivery and recordation of a warranty deed (the
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