AKOUBIAN, RUPERT-2015 - Laserfiche WebLink

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(d) Buyer shall have until 5:00 p.m. (Pacific time) on, October 15, 2015 (the period beginning on the date hereof and ending on such date being herein called the "Due Diligence Period ") within which to perform and complete all of Buyer's due diligence examinations, reviews and inspections of all matters pertaining to the Property, including all leases and service contracts, all physical, environmental and compliance matters and conditions respecting the Property ( "Due Diligence Investigations "), During the term of this Agreement, Seller shall provide Buyer with reasonable access to the Property, as further set forth below, and to its files relating to the Property upon advance notice. At any time on or before the last day of the Due Diligence Period, Buyer may, in its absolute and sole discretion, for any reason or no reason, give written notice (the "Termination Notice ") to Seller electing to terminate this Agreement, whereupon a condition to Buyer's obligation to close shall not be satisfied and this Agreement, and the obligations of the parties hereunder, shall terminate (other than those obligations that expressly survive a termination of this Agreement). If Buyer fails to deliver the Termination Notice to Seller prior to the expiration of the Due Diligence Period, then Buyer shall have no further right to terminate this Agreement pursuant to this Section 2.6(d). 2.7 Seller Conditions Precedent to Close of Escrow For the benefit of Seller, the Close of Escrow shall be conditioned upon the timely performance by Buyer of all obligations required by the terms of this Agreement. 2.8 License to Enter Property During Due Diligence Period Seller licenses the Buyer and its contractors to enter the Property for the purpose of undertaking the Due Diligence Investigations as the Buyer deems necessary and appropriate. The license given.in this Section 2.8 shall only be effective until the earlier of: (1) the Closing Date, (ii) the termination of this Agreement, or (iii) the date of any Termination Notice provided hereunder. The Buyer shall conduct all Due Diligence Investigations during the Due Diligence Period at its sole cost and expense. The Buyer shall abide by any reasonable condition(s) of entry onto the Property required by Seller, whether or not set forth in this Agreement. Any Due Diligence Investigations by the Buyer shall not unreasonably disrupt any then - existing use or occupancy of the Property. (a) Limitations. The Buyer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without Seller's prior written consent. Following the conduct of any Due Diligence Investigations on the Property, the Buyer shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. (b) Indemnity. Buyer agrees to indemnify, defend and hold the Seller, and its officers, employees and agents, harmless from and against all actual damages, Judgments, costs, expenses and fees arising from or related to any act or omission of Buyer in performing its Due Diligence Investigations under this Agreement (excluding discovery of any pre - existing conditions at the Property). 19