Nautilus 2000 Annual Report Download - page 76

recommendations for remediation estimated to cost in excess of $100,000, or Phase II report recommendations for additional
invasive testing estimated to cost in excess of $25,000. Within five (5)business days of Purchaser's notice, Seller shall provide
Purchaser notice of whether Seller will cure or remedy the environmental condition 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 conditions), or if Seller
timely notifies Purchaser that it will not cure or remedy some or all of said condition(s), Purchaser may by notice to Seller
within five (5)business days thereof either waive said Phase II objections and proceed to Closing, or terminate this Agreement
in accordance with the provisions of Section3.6 below. If Purchaser fails to timely provide Seller such notice, Purchaser shall
be deemed to have waived such Phase II objections and shall proceed to Closing. If Seller elects to cure or remedy some or all
of the objected to environmental conditions in accordance with the above, and Purchaser has not otherwise properly
terminated this Agreement, Seller shall cure or remedy the same prior to Closing at Seller's expense, and Purchaser shall be
deemed to have fully waived the Feasibility Contingency.
3.5 Notices. Any Notices required to be sent by either party pursuant to this Agreement shall be in writing and shall be either personally
delivered, sent overnight courier (next day delivery), or sent by facsimile, to either Purchaser or Seller at the address set forth under each parties
signature to this Agreement. Notice sent by overnight courier shall be deemed given the day following the date the same is deposited with the
courier service.
3.6 Termination. If this Agreement is rightfully terminated by Purchaser pursuant to any provisions of this Agreement, the Title Company (or
Seller as the case may be) shall return to Purchaser the Earnest Money and thereafter the parties hereto shall have no further obligations or
liabilities hereunder, one to the other, except to the extent that either party is expressly entitled under this Agreement to seek indemnification
from the other party notwithstanding such termination. In the event of such termination by Purchaser, Purchaser shall provide Seller copies of
any and all written reports, surveys, studies or feasibility analysis respecting the property and prepared by or on behalf of Purchaser.
3.7 Confidentiality. Purchaser agrees that any and all environmental reports (including without limitation any Phase I or Phase II reports)
respecting the Property, and all other reports or documentation respecting the Property, received or created during the Feasibility Contingency
(collectively "Evaluation Material") shall be used by Purchaser for the sole purpose of evaluating its purchase of the Property as set forth
herein. Purchaser shall keep the Evaluation Material confidential and shall not disclose any of the Evaluation Material in any manner
whatsoever; provided, however, that, (i)Purchaser may make disclosure of information to which Seller gives its prior written consent, and
(ii)any information contained in the Evaluation Material may be disclosed to Purchaser's directors, officers, employees, agents, lenders,
attorneys, accountants and consultants who need to know such information for purposes of evaluating or closing this transaction and who agree
to keep the same Confidential. In the event this Agreement is terminated through no default of Seller, Purchaser shall continue to maintain the
confidentiality provided above and deliver to Seller all reports, studies and investigations performed by Purchaser, or otherwise in Purchaser's
possession, and relating to the Property. This Section3.7 shall survive the termination of this Agreement, other than by Closing.
ARTICLE 4.
COVENANTS AND AGREEMENTS
4.1 Existing Employment and Service Contracts. If requested by Purchaser in writing at least 30days prior to closing, Seller shall terminate or
cause to e terminated, as of the Closing Date, any and all agreements affecting the Property including without limitation any maintenance,
management, security, service, supply, snow removal and other similar contracts and agreements. Otherwise, such
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