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6 <br />Should any condition to closing fail to occur, excepting any such conditions that have <br />been waived by City, City shall have the right, exercisable by giving written notice to Chamber, <br />to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by City to <br />Chamber or deposited with the Escrow Agent by or on behalf of City. The exercise of this right <br />by City shall not constitute a waiver by City of any other rights City may have at law or in equity. <br /> <br />16. Due Diligence; AS-IS Purchase. Each Party represents and warrants that it has had <br />an opportunity prior to the Effective Date to examine, inspect and conduct tests of the property to <br />be conveyed to such Party pursuant to this Agreement. During the period (“Due Diligence <br />Period”) commencing upon the Effective Date and ending at 5:00 p.m. on the seventh (7th) day <br />following the Effective Date (“Due Diligence Period Termination”), City shall have the right to <br />perform due diligence regarding the investigation, assessment, and monitoring of the <br />environmental condition of the Chamber Property, and unless City elects to terminate this <br />Agreement pursuant to the terms hereof, City will purchase the Chamber Property in its “AS IS” <br />condition as such condition exists at the Due Diligence Period Termination, subject only to the <br />representations, warranties and covenants of Chamber described in Section 20 and 21. <br /> <br />During the Due Diligence Period, Chamber shall have the right to perform due diligence <br />regarding the investigation, assessment, and monitoring of the environmental condition of the <br />Office Parcel, and unless Chamber elects to terminate this Agreement pursuant to the terms <br />hereof, Chamber will purchase the Office Parcel in its “AS IS” condition as such condition exists <br />at the Due Diligence Period Termination, subject only to the representations, warranties and <br />covenants of City described in Section 22. <br />Should City fail to approve the condition of the Chamber Property or its feasibility for <br />City’s intended use within two (2) business days following the Due Diligence Period <br />Termination, City shall have the right, exercisable by giving written notice to Chamber, to cancel <br />the escrow, terminate this Agreement, and recover any and all amounts paid by City to Chamber <br />or deposited with the Escrow Agent by or on behalf of City. The exercise of this right by City <br />shall not constitute a waiver by City of any other rights City may have at law or in equity. If City <br />fails to deliver notice of its election to terminate the Agreement by the Due Diligence <br />Termination date, City shall be deemed to have conclusively approved the condition of the <br />Chamber Property and to have agreed to accept the Chamber Property on the Closing Date in its <br />condition as of the Due Diligence Period Termination, subject to Sections 21, 23 and 24 below. <br />Should Chamber fail to approve the condition of the Office Parcel or its feasibility for <br />Chamber’s intended use within two (2) business days following the Due Diligence Period <br />Termination, Chamber shall have the right, exercisable by giving written notice to City, to cancel <br />the escrow, terminate this Agreement, and recover any and all amounts paid by Chamber to City <br />or deposited with the Escrow Agent by or on behalf of Chamber. The exercise of this right by <br />Chamber shall not constitute a waiver by Chamber of any other rights Chamber may have at law <br />or in equity. If Chamber fails to deliver notice of its election to terminate the Agreement by the <br />Due Diligence Termination date, Chamber shall be deemed to have conclusively approved the <br />condition of the Office Parcel and to have agreed to accept the Office Parcel on the Closing Date <br />in its condition as of the Due Diligence Period Termination, subject to Sections 22, 23 and 24 <br />below.