Due Diligence/Termination Right. shall have through the last day of the Inspection Period during which to # review, examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “Property Documents”) and the Properties and, in ’s sole and absolute judgment and discretion, determine whether the Properties are acceptable to , # obtain all necessary internal approvals, # negotiate and approve the loan documents evidencing and securing an $81,200,000.00 acquisition loan (the “Loan”) from Special Situations Investing Group II, LLC (the “Lender”) on terms and conditions acceptable to , and # satisfy all other contingencies of . Notwithstanding anything to the contrary in this Agreement, may terminate this Agreement for any reason or no reason by giving written notice of termination to and Escrow Agent (the “Due Diligence Termination Notice”) on or before 5:00 p.m. Chicago time on the last day of the Inspection Period. If does not give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.5, and shall be deemed to have acknowledged and agreed that it has received or had access to all Property Documents, that it has conducted all inspections and tests of the Properties that it considers important and that the documents evidencing the Loan last revised by Lender or Lender’s counsel (the “Approved Loan Documents”) are acceptable to .
DUE DILIGENCE PERIOD. shall have a period of time ending ending at 5:00 p.m. Eastern time on December 29, 2017 (the “Due Diligence Period”), to make such physical, legal, zoning, title, survey, land use, environmental, topographical and other examinations, inspections and investigations of the Property and business that is the subject of the Property or the use or operation thereof which , in ’s sole discretion, may determine to make (subject to the limitations provided herein). In the event is not satisfied with any of the foregoing, or desires to cancel for any reason or no reason at all, in ’s sole discretion, may terminate this Agreement by written notice of termination (the “Termination Notice”) given to both and Escrow Agent (email acceptable for such purposes) prior to the expiration of the Due Diligence Period in which event the Escrow Agent shall promptly return the Earnest Money and all interest earned thereon to , whereupon both parties shall be released from all further obligations under this Agreement, except those obligations that expressly survive termination of this Agreement. In the event has not timely delivered the Termination Notice on or prior to the expiration of the Inspection Period, then the foregoing condition precedent shall automatically be deemed to be satisfied in full and, subject to and except as may be expressly set forth in this Agreement, shall purchase the Property in its “AS IS” condition and situation (subject to the terms and conditions of this Agreement and changes in the course of the continuing operations of the Property which do not have a Material Adverse Effect on the Property).
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