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DocuSign Envelope ID: 6C1 F13BE-6184-4A9A-A272-82BC3EC80567 <br />C. All Earnest Money shall be applied to the Purchase Price to be paid by Purchaser <br />at Closing, as hereafter defined, or disbursed as otherwise provided herein. <br />4. INSPECTION PERIOD; ENTITLEMENTS PERIOD. <br />a. During the term of this Agreement: <br />i. Purchaser, its employees, agents and designees, shall have the right of <br />ingress and egress over and through the Property during normal business hours to perform any <br />work deemed necessary by Purchaser to evaluate the Property. <br />ii. Purchaser shall indemnify and hold Seller harmless from any liability <br />arising out of the entry of Purchaser and/or Purchaser's agents or technical advisors on the Property <br />prior to Closing, except to the extent that such liability arises out of any act or omission of Seller <br />or the mere discovery of any pre-existing condition of the Property. <br />iii. Seller shall cooperate with Purchaser by responding, to the best of Seller's <br />knowledge, to all questions and inquiries made by Purchaser relating to the Property, by obtaining <br />all documents that are reasonably necessary in Purchaser's opinion for Purchaser to evaluate the <br />use of the Property as a self -storage facility, and by instructing its agents and advisors to disclose <br />any information they may have pertaining to the Property. Seller agrees to provide to Purchaser <br />within 5 days of a request therefor any affidavits or letters executed by Seller that may be <br />reasonably required by the applicable governmental authorities and utilities to authorize Purchaser <br />and its agents to sign and execute on behalf of Seller any documents necessary to initiate and <br />pursue any rezoning, replatting and/or development of the Property. <br />b. Purchaser, its employees, agents and designees, shall have the right to inspect the <br />Property and all information related thereto for a period of 45 days commencing on the first <br />business day after the Effective Date (the "Inspection Period"). Within 3 days following the <br />Effective Date, Seller shall deliver to Purchaser those items listed on Exhibit B attached hereto <br />and made a part hereof, which Seller has in its possession or which it may be able to reasonably <br />obtain (the "Existing Due Diligence"). Seller acknowledges that the Existing Due Diligence is <br />critical to Purchaser's inspections of the Property, and as a result, the Inspection Period will be <br />extended automatically one day for each day that the delivery of the Existing Due Diligence is <br />delayed past the required outside delivery date set forth herein. Seller shall have an obligation to <br />continue to comply with disclosing any additional items of Existing Due Diligence to Purchaser <br />promptly as they become available. Purchaser may elect not to buy the Property for any reason at <br />all or for no reason during the Inspection Period by providing Seller with written notice of <br />termination of this Agreement prior to the end of the Inspection Period. If Purchaser so elects to <br />terminate this Agreement, then the Title Company, upon written demand by Purchaser (with a <br />copy going to Seller), shall refund the Earnest Money to Purchaser promptly after receipt by Title <br />Company of said written demand. Seller acknowledges that Purchaser will incur expenses in <br />performing its inspections of the Property, and that Purchaser's expenses constitute good, valuable <br />and sufficient consideration for this Agreement and the terms and provisions contained herein, <br />including Purchaser's rights during the Inspection Period and the hereafter defined Entitlements <br />Period. <br />2 <br />DS <br />PSA (Stockton, CA) <br />484A ;E_qnn 9:7;1944850-7309-8728.2 <br />