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(e) Buyer shall have obtained all final approvals, including, without <br />limitation, the building permit and all governmental approvals, permits and other <br />determinations (the "Approvals") necessary for developing the Property and constructing <br />thereon, pursuant to a site plan which is acceptable to Buyer, a building or buildings, <br />together with patio seating area, trash enclosure, drive-through facilities or other special <br />window service facilities, parking, signage and related site improvements (the "Intended <br />Improvements") and the operation of an In -N -Out Burgers Restaurant with a drive-through <br />facilities or other special window service facilities and a patio seating area in accordance <br />with Buyer's plans and specifications (as the same may be modified from time to time) (the <br />"Intended Use"), such that immediately following the Close of Escrow, Buyer shall be <br />entitled to commence construction of the Intended Improvements. <br />(f) No material adverse physical change to the Property, including <br />those caused by condemnation and/or casualty, shall have occurred subsequent to the <br />Effective Date and on or prior to the Close of Escrow. <br />(g) There shall not be pending any action or proceeding before any <br />governmental authority involving the Property, including, but not limited to, any action or <br />proceeding, the outcome of which could prohibit the construction of the Intended <br />Improvements or the use of the Property or the Intended Improvements for the Intended <br />Use. <br />If any of the conditions; precedent in favor of Buyer set forth above are neither satisfied nor <br />waived by Buyer by the Close of Escrow and said failure continues for two (2) business <br />days after notice thereof from Buyer to Seller, then, Buyer (at its option) may terminate this <br />Agreement by giving a notice of termination to Seller on or before all of the applicable <br />conditions have been satisfied. In such case, (t) the Escrow shall terminate, (ii) Buyer will <br />have no further obligation to purchase the Property from Seller, (iii) Seller will have no <br />further obligation to sell the Property to Buyer, and (iv) the parties will have no further <br />obligation to one another, except as otherwise expressly provided herein. In the event of <br />such a termination, the Escrow Deposit shall be returned to Buyer. <br />2.7 Seller Conditions Precedent to Close of Escrow <br />For the benefit of Seller, the Close of Escrow shall be conditioned upon the <br />timely, performance by Buyer of all obligations required by the terms of this Agreement. <br />2.8 License to Enter Property During Due Diligence Period <br />Seller licenses the Buyer and its contractors to enter the Property for the <br />purpose of undertaking the Due Diligence Investigations as the Buyer deems necessary <br />and appropriate. The license given in this Section 2.8 shall only be effective until the earlier <br />of: (i) the Close of Escrow, (ii) the termination of this Agreement, or (iii) the date of any <br />Termination Notice provided hereunder. The Buyer shall conduct all Due Diligence <br />Investigations during the Due Diligence Period at its sole cost and expense. The Buyer <br />shall abide by any reasonable condition(s) of entry onto the Properly required by Seller, <br />20B511 <br />