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<br />LA515\146\976114.v4
<br />Encumbrance.
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<br />9. DUE DILIGENCE PERIOD. Sellers have provided to Buyer, receipt of which is
<br />acknowledged by Buyer, copies of any and all existing surveys, engineering or other reports in
<br />Sellers’ possession regarding the condition of the Property. Additionally, Buyer shall have the
<br />right during a period commencing on the Effective Date and ending at 5:00 p.m. CDT on the first
<br />business day that falls 60 days thereafter (the “Due Diligence Period”), at its sole cost, expense,
<br />and risk, to enter onto, examine and inspect the Property and to conduct feasibility studies with
<br />regard to its desired ownership and operation of the Property (collectively the “Inspections”).
<br />Buyer and Buyer’s agents may enter upon the Property to complete the Inspections subject to and
<br />conditioned upon the following terms: (i) the cost and expenses of Buyer’s Inspections shall be
<br />borne solely by Buyer, (ii) prior to the expiration of the Due Diligence Period, Buyer shall restore
<br />the Property to the condition which existed prior to Buyer’s or Buyer’s agents entry thereon to the
<br />extent the condition of the Property was affected by or as the result of the actions of Buyer or
<br />Buyer’s agents, (iii) Buyer shall deliver to Seller written notice of the intent of Buyer or any
<br />Buyer’s agent to enter the Property at least forty-eight (48) hours prior to the intended date of
<br />entry, and a representative of Sellers shall have the right, but not the obligation, to be present
<br />during any access to the Property, (iv) Buyer shall not permit any mechanic’s or materialmen’s
<br />liens or any other liens to attach to the Property or any portion thereof by reason of the performance
<br />of any work or the purchase of any materials by Buyer or any Buyer agent, (v) Buyer shall take all
<br />reasonable actions and implement all reasonable protections necessary to ensure that all actions
<br />taken in connection with the Inspections of the Property and all equipment, materials and
<br />substances generated, used or brought onto the Property pose no threat to the safety of persons or
<br />the environment or cause damage to the Property, or the farm tenant, or other persons, (vi) Buyer
<br />shall comply in all material respects with all federal, state and local laws, rules, regulations and
<br />ordinances which may, in any way, relate to the Buyer’s Inspections, including without limitation
<br />those related to health, safety, noise, environmental protection, waste disposal, water and air
<br />quality, (vii) before and during the Inspections, Buyer will ensure that Buyer and each agent of
<br />Buyer conducting any inspections shall maintain commercial general liability insurance with limits
<br />of at least $1,000,000.00 per occurrence, and Sellers shall be designated as an additional insured
<br />on such insurance policies. Buyer shall indemnify, hold harmless and, if requested by Sellers (in
<br />Sellers sole discretion), defend (with counsel approved by Sellers) Sellers, from and against any
<br />and all claims, damages, mechanic liens, materialmen’s liens, lien removal expenses, liabilities,
<br />penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including
<br />reasonable attorney fees) (collectively the “Losses”) incident to, resulting from or in any way
<br />arising out of the Inspections, including without limitation Buyer or Buyer’s agent’s access to and
<br />activities on the Property or from or related to any breach by Buyer or any Buyer agent of the terms
<br />of this Section 9. Buyer shall have the right, at any time up to the expiration of the Due Diligence
<br />Period, to terminate this Agreement by delivering written notice to Sellers. In such event, this
<br />Agreement will be considered terminated and all Earnest Money, plus any accrued interest, will
<br />be returned to the Buyer, and Buyer will thereafter promptly execute and deliver any and all
<br />documents necessary to effectuate the termination of this Agreement. Buyer’s obligations
<br />pursuant to this Section 9, including without limitation Buyer’s obligation to indemnify, defend
<br />and hold Sellers harmless, shall survive the closing or any termination of this Agreement.
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<br />10. CLOSING DATE. The closing of the sale of the Property shall take place as soon as
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