Nautilus 2000 Annual Report Download - page 74

conclusively deemed to have elected not to satisfy such title objection. Purchaser may either waive such title objections and
close the transaction contemplated hereby, or terminate this Agreement with the Earnest Money returned to Purchaser in
accordance with Section3.6 below, by notice delivered to Seller on or before the earlier to occur of ten (10)days from the date
of Seller's Cure Notice or expiration of Seller's twenty (20)day period to provide such notice (failing which Purchaser shall be
deemed to have waived such objections to the Title Documents).
3.3.2 Feasibility Contingency. Purchaser shall have forty-five (45)days from the Effective Date (the "Feasibility Contingency Period") to
investigate the feasibility of the Property for Purchaser's intended use including any environmental investigation (subject to
Section3.4.1 below) and any investigation or procurement of any development approvals or permits Purchaser deems desirable, all at
Purchaser's sole cost and expense; provided , however, Purchaser shall only have thirty (30)days from the Effective Date to complete
its Phase I environmental investigation and provide Seller the Phase II Notice described below (the "Feasibility Contingency"). In the
event Purchase does not intend to unconditionally waive this Feasibility Contingency, Purchaser shall provide Seller written notice on
or prior to the expiration of the Feasibility Contingency Period of either Purchaser's election to: (i)not waive the Feasibility
Contingency under any conditions in which event this Agreement shall be deemed terminated by Purchaser in accordance with the
terms of Section3.6 below, or (ii)waive the Feasibility Contingency but only on condition Seller remedies or cures the items expressly
set forth in Purchaser's notice to Seller (the "Conditional Waiver Notice") in which event Purchaser shall be deemed to have fully
waived this Feasibility Contingency subject to only Seller agreeing to remedy or cure the items expressly set forth in such notice (and
in any Phase II Notice described below). Within five (5)business days of Seller's receipt of any Conditional Waiver Notice, Seller shall
provide Purchaser notice of whether Seller will cure or remedy the specified items prior to Closing. If Seller fails to timely provide
such notice to Purchaser (in which case Seller will be deemed to have elected not to cure such items), or if Seller timely notifies
Purchaser that it will not cure or remedy all of said items, Purchaser may by notice to Seller within five (5)business days thereof either
waive the items Seller has elected not to cure, or terminate this Agreement in accordance with the provisions of Section3.6 below,
otherwise, Purchaser shall be deemed to have waived any objections Seller has elected not to cure. If Seller elects to cure or remedy
some or all of the described items in accordance with the above, and Purchaser has not otherwise properly terminated this Agreement,
Purchaser shall be deemed to have fully waived the Feasibility Contingency, and Seller shall be obligated to cure such items prior to
Closing. Purchaser shall have no right to terminate this Agreement on the basis of this Feasibility Contingency if Seller timely provides
Purchaser notice of its intent to cure or remedy all of the items set forth in any Conditional Waiver Notice. In the event Purchaser fails
to timely provide Seller any of the above notices (or any notice described in Section3.4.1), Purchaser shall be conclusively deemed to
have waived this Feasibility Contingency for all purposes under this Agreement. Upon Waiver of the Feasibility Contingency the
Earnest Money shall be nonrefundable to Purchaser and shall be released to Seller as provided in Section2.3.1 above.
3.4 Purchaser's Right of Inspection. Throughout each of the above contingency periods, and subject to the provisions of Section3.4.1 below,
Purchaser shall have reasonable access to the Property, through its employees, representatives and agents, to inspect the Property, including, but
not limited to, the physical and environmental condition thereof. Such inspections shall not unreasonably interfere with Seller's use of the
Property and shall be at Purchaser's sole risk and expense. Purchase shall at its sole cost return the Property to the same condition as existed
prior to any such inspection. Purchaser shall not allow any liens or encumbrances of any kind to attach to the Property. Purchaser agrees to
indemnify, defend and hold Seller harmless from any and all liens, personal injuries, property damages, cost and expenses, including attorney
fees, arising from or relating to the activities of Purchaser, its
69
2002. EDGAR Online, Inc.