RDA Agmt 2009 Norcal AL LLC - Laserfiche WebLink

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Effective Date and the close of escrow; (iii) the commitment by Title Company to issue and deliver the Title Policy, subject only to the Permitted Exceptions; (iv) Buyer's approval or deemed approval of the condition of the Property and other matters pursuant to Section 12; (v) approval of the purchase of the Property by Buyer's governing board; and (vi) the Settlement Agreement shall be in full force and effect. In connection with clause (v) of the preceding sentence, Buyer's delivery of the Purchase Price shall be conclusive evidence of the approval of the purchase of the Property by Buyer's governing board. Should any condition to closing fail to occur, excepting any such conditions that have been waived by Buyer, and such failed condition or default is not satisfied or cured within thirty (30) days after Seller's receipt of written notice from Buyer (or, if said condition or default is of a nature that cannot be reasonably satisfied or cured by Seller within 30 days, within said period Seller does not commence to cure the default and thereafter diligently pursue said satisfaction or cure to completion), Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all reimbursable amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer. The exercise by Buyer of its termination right shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in equity. The parties agree that the Closing Date shall be extended as necessary to effectuate the cure rights under this paragraph. 12. Buyer's Additional Conditions to Closing. Buyer's obligation to purchase the Property is also conditioned upon Buyer's review and approval of the condition of the Property pursuant to this Section. (a) Feasibility Studies. During the period commencing on April 1, 2009 and ending June 1, 2009, or such later date as mutually agreed upon by the Parties ("Due Diligence Period") Buyer may, at Buyer's expense, undertake an inspection and review of the Property, including without limitation (i) a review of the physical condition of the Property, including but not limited to, inspection and examination of soils, environmental factors, Hazardous Materials (as defined in Exhibit C attached hereto), and archeological information relating to the Property. If Buyer's environmental consultants require additional time to determine the existence and extent of any Hazardous Materials on the Property, Buyer shall have the right, exercisable by delivering written notice to Seller prior to the expiration of the Due Diligence Period, to extend the Due Diligence Period and the date for Close of Escrow for up to twenty (20) additional days to complete the testing. (b) Other matters. During the Due Diligence Period, Buyer may inspect, examine, survey and review any other matters concerning the Property, including without limitation, any and all studies or reports provided by Seller, all contracts, leases, rental agreements and other obligations relating to the Property, and the Property's conformity with all applicable laws and regulations. During the Due Diligence Period, Buyer shall have the right to perform due diligence regarding the investigation, assessment, and monitoring of the environmental condition of the Property, and upon completion of the Due Diligence Period, unless Buyer elects to 1225087-5 g