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(c) Inspection of Property. For one hundred twenty (120) days following the
<br />date Seller delivers to Buyer all deliverables outlined in Section 3(a) (the
<br />“Due Diligence Period”), or any earlier date of termination of this
<br />Agreement, Buyer shall be permitted to investigate the Property and
<br />Improvements and all matters relevant to its acquisition, ownership,
<br />operation, value, use and enjoyment, all at its sole cost and expense. Such
<br />right of investigation shall include, without limitation, Buyer’s right to have
<br />made any studies, surveys, tests or inspections of the Property that Buyer
<br />may deem necessary or appropriate. Seller shall reasonably cooperate with
<br />such investigations, inspections, or studies made by Buyer. Buyer shall
<br />provide a minimum of twenty-four (24) hour notice to Seller of intent to
<br />access the Property, and Seller shall have the right to accompany Buyer
<br />during any and all such inspections. Seller shall grant Buyer and Buyer’s
<br />agents, employees, engineers, surveyors and consultants (collectively,
<br />“Buyer’s Designees”) reasonable access to the Property, and the right to
<br />make all engineering, soils, drainage and other studies, environmental
<br />audits and other investigations of all physical, economic and other aspects
<br />of the Property as Buyer may determine necessary or appropriate. Buyer is
<br />responsible for any damages caused by its inspection, tests, etc., and is
<br />required to return the Property and Improvements to the condition in which
<br />they existed prior to the inspections, tests, etc. During the Due Diligence
<br />Period, Buyer may terminate this Agreement for any reason and have all
<br />Earnest Money paid hereunder immediately refunded.
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<br />(d) No Assumption of Liabilities. Buyer shall not assume any liability or
<br />obligation in connection with the Property, including, but not limited to, the
<br />following: (i) federal, state and local income, franchise, sales, payroll or
<br />other taxes (other than real estate taxes, water and sewer charges, which
<br />shall be prorated as of the Closing) of Seller or for which Seller is liable,
<br />including any interest and/or penalties thereon; (ii) any liability the
<br />existence of which would constitute a breach of any of Seller’s
<br />representations or warranties contained in this Agreement; (iii) the
<br />obligations or liabilities of Seller under any agreements including, but not
<br />limited to, any management, maintenance or other agreement relating
<br />directly or indirectly to the Property or its operation or any and all contracts;
<br />(iv) any litigation concerning any portion of the Property or the operation
<br />of the improvements (if any) filed or arising from events occurring prior to
<br />the Closing; (v) any issues relating to employees of Seller, including,
<br />without limitation, the payment of all employment taxes, FICA and other
<br />similar items; (vi) any sales tax relating to any transaction occurring prior
<br />to the Closing; and (vii) any liability or obligation of Seller which arises
<br />from acts, omissions, or occurrences that take place prior to the Closing;
<br />and Seller covenants and agrees that all such liabilities shall be paid in full
<br />by Seller as of Closing.
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