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3 <br /> <br />“Title Company”) the sum of Eight Hundred Thirty Dollars ($830.00), which Title Company on <br />behalf of Seller will hold as an earnest money deposit (the “Earnest Money Deposit”). Title <br />Company will be responsible for disposing of the Earnest Money Deposit in accordance with the <br />terms of this Agreement. The Earnest Money Deposit shall be credited against the Purchase Price <br />at the Closing or, if no Closing occurs, refunded or forfeited as provided below. <br />C. Termination During Due Diligence Period. If Buyer exercises its right to terminate <br />this Agreement by written notice to Seller in accordance with Section 4 below, the Earnest Money <br />Deposit shall be refunded to Buyer. If Buyer fails to exercise its right to terminate this Agreement <br />by written notice to Seller within the Due Diligence Period, then the Earnest Money Deposit shall <br />become non-refundable. <br />D. Liquidated Damages. If Seller complies with its obligations hereunder and Buyer, <br />not having terminated this Agreement during the Due Diligence Period in accordance with Section <br />4 below, fails to purchase the Property on or before the Closing Date, the Earnest Money Deposit <br />shall be forfeited by Buyer and retained by Seller as liquidated damages in lieu of any other <br />damages. <br />4. BUYER’S DUE DILIGENCE <br />A. Investigation. Buyer and Seller have made and entered into this Agreement based <br />on their mutual understanding that Buyer intends to develop the Property into a retail use open to <br />the public for the sale of goods or services, and to cause a business to operate from the Property in <br />a manner consistent with such use (the “Buyer’s Use”). Seller acknowledges that Buyer’s <br />determination of whether Buyer’s Use is feasible requires investigation into various matters <br />(Buyer’s “Due Diligence”). Therefore, Buyer’s obligation to complete the purchase of the <br />Property is conditioned upon the satisfactory completion, in Buyer’s discretion, of Buyer’s Due <br />Diligence, including, without limitation, Buyer’s examination, at Buyer’s sole expense, of zoning <br />and land use matters, environmental matters, real property title matters, and the like, as applicable. <br />B. Due Diligence Period. Buyer shall have a period of ninety (90) days following the <br />Contract Date to complete its examination of the Property in accordance with this Section 4 (the <br />“Due Diligence Period”). Notwithstanding the foregoing, the Parties may shorten or waive the <br />Due Diligence Period at any time by mutual written agreement, whereupon the Due Diligence <br />Period shall terminate on the date specified in such mutually written agreement. <br />C. Authorizations During Due Diligence Period. During the Due Diligence Period, <br />Seller authorizes Buyer, upon Buyer providing Seller with evidence that Buyer has general liability <br />insurance reasonably acceptable to Seller, in the amount of at least One Million Dollars <br />($1,000,000.00), naming Seller as an additional insured and covering the activities, acts, and <br />omissions of Buyer and its representatives at the Property, to: <br />(i) enter upon the Property or to cause agents to enter upon the Property for <br />purposes of examination; provided, that Buyer may not take any action upon the Property <br />which reduces the value thereof and Buyer may not conduct any invasive testing at the <br />Property without Seller’s express prior written consent; further provided, that if the <br />transaction contemplated herein is not consummated, Buyer shall promptly restore the