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• Decatur—06G0023 c8 - final
<br /> ` 10/19/O5, 10/20/05,10/21/O5, 10/24/OS, 11/11/O5, 12/20/OS, 1/31/06
<br /> meeting governmental requirements. Furthermore,unless Buyer affirmatively notifies Seller within the Due
<br /> Diligence Period that Buyer waives its cancellation rights under this section,the Agreement will automatically
<br /> terminate as of the end of the Due Diligence Period.
<br /> b. Licenses,Permits and Governmental Approvals.During the Due Diligence Period, Buyer, or its
<br /> employees, agents, invitees, consultants and/or contractors, may or will pursue licenses,permits and
<br /> governmental approvals for the Contemplated Use. These may include(among others) any required curbcut,
<br /> signage and building permits other than a liquor license which Buyer may not by law apply for Until it owns the
<br /> Property; Buyer shall be permitted to have the maximum building and site signage allowed by the applicable
<br /> existing planned unit development ordinance. If Buyer is unable to obtain all licenses,permits and approvals
<br /> (other than a liquor license)before the end of the Due Diligence Period,Buyer may, at its option and by notice to
<br /> Seller, extend the Due Diligence Period for up to 90 days by sending written notice to Seller. Furthermore,unless
<br /> Buyer affirmatively notifies Seller within the Due Diligence Period(as may have been extended)that Buyer
<br /> waives its cancellation rights under this section,the Agreement will automatically terminate as of the end of the
<br /> . Due Diligence Period.
<br /> During the term of this Agreement,Buyer's representatives may enter the Property to conduct Buyer's
<br /> feasibility work. Buyer will repair damage to the Property and indemnify Seller against liabilities resulting from
<br /> its work. Seller will cooperate,at no out-of-pocket expense to Seller, with Buyer's reasonable requests for
<br /> information and assistance in connection with the work.
<br /> c. Survey. During the first 60 days of the Due Diligence Period,Buyer may have the Property surveyed.
<br /> The specifications for the survey appear in Exhibit"C". The legal description of the Property will be drawn from
<br /> the survey, substituted for Exhibit"A"and incoiporated into this Agreement by notice to Seller. It will also be
<br /> the description used in the Deed and Title Policy. If the legal description on Buyer's survey differs from Seller's
<br /> legal description of the Property,then the parties will work together to arrive at a mutually acceptable legal
<br /> description._Furthermore,unless Buyer affirmatively notifies Seller within the Due Diligence Period that Buyer
<br /> waives its cancellation rights under this section,the Agreement will automatically terminate as of the end of the
<br /> Due Diligence Period.
<br /> d. Title. During the first 60 days of the Due Diligence Period,Buyer will obtain the Title Commitment.
<br /> If the Title Commitment, survey or a visual inspection of the Property reveals exceptions,matters of record,
<br /> conditions or other matters making title unacceptable to Buyer, Buyer will notify Seller. Seller will cure Buyer's
<br /> objections within 30 days after Buyer's notice up to a maximum total cost of 5%of the Purchase Price, exclusive
<br /> of monetary liens and encumbrances to be paid by Seller from proceeds at Closing. If Seller does not cure all
<br /> objections within 30 days,Buyer may(1) cancel this Agreement by notice to Seller,(2)waive uncured objections
<br /> and proceed to Closing, or(3)give Seller additional time,in which case Buyer's options(1)and(2)will be
<br /> preserved. If Buyer chooses(2),Buyer will get a credit for any unused part of Seller's cost limitation under this
<br /> section. Furthermore,unless Buyer affirmatively notifies Seller within the Due Diligence Period that Buyer
<br /> waives its cancellation rights under this section,the Agreement will automatically terminate as of the end of the
<br /> Due Diligence Period.
<br /> 5. Intentionally Deleted.
<br /> 6. Closin�.Upon expiration of the Due Diligence Period and satisfaction of all conditions to Closing, Buyer will
<br /> notify Seller. Closing will occur through Escrow Agent within 5 business days after Buyer's notice(subject to
<br /> postponement pursuant to Rider-Part C),provided there has been no material adverse change in the Property's
<br /> condition,title or feasibility of the Contemplated Use.At Closing, Seller will deliver to Buyer(a)vacant
<br /> possession of the Property, free of all tenancies and possessory rights except Permitted Exceptions,(b)the Deed
<br /> subject only to Permitted Exceptions and all matters of record without intent to reimpose same, (c) an owner's
<br /> affidavit as to liens and possession satisfactory to the Title Company, (d)a nonforeign affidavit satisfying Section
<br /> 1445 of the Internal Revenue Code,(e)easements required for the Contemplated Use,notices to be provided
<br /> under the OEA(defined Section 9.e below),including but not limited to Section 1.11 thereof, and(g) such other
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