Agmt10 Schrader Leask Development, Inc.

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action, claims, liabilities, damages, losses, fees, fines, costs and expenses including attorneys' and experts' fees (collectively, "Claims "), for any injury, loss, or damage to persons or property occurring in connection with the inspections and studies conducted by Optionee's Authorized Parties, except that Optionee shall have no liability for and no obligation to remedy any conditions or defects on or under the Real Property (i) not caused by a Optionee Authorized Party including those that are discovered by a Optionee Authorized Party during its investigations and inspections, or (ii) resulting from the acts or omissions of Owner, or any past and/or present occupant of the Real Property or their respective agents, engineers, contractors, consultants and representatives. Optionee's obligations to indemnify and hold Owner and Owner's Parties harmless pursuant to this Paragraph (9a) shall survive the termination of this Agreement and the Closing. (b) Cooperation. Owner shall provide Optionee and its consultants with the opportunity to consult with Owner's environmental consultants and to review any work product prepared by or in the possession of such consultants provided Owner is not legally or contractually precluded from doing so. Owner shall cooperate (at no out -of- pocket cost to Owner) in all reasonable respects in connection with Optionee's evaluation of the environmental condition of the Property and any required clean -up or remediation of Hazardous Materials on, at or under the Property, including executing any authorizations or other documents required for Optionee to obtain access to documents or other information relating to the condition of the Property. 10. Conditions of Optionee's Performance. Optionee's obligation to close escrow under this Agreement is subject to Optionee's written approval of the following conditions at or before the earlier of the Closing or such earlier time expressly provided below in this Paragraph 10, but Optionee shall have the right to waive any such condition in writing within the time period specified in such condition. If any of the following conditions is not satisfied or waived in writing by Optionee, then Optionee shall be entitled to terminate this Agreement, in which event all Deposits shall be returned immediately to Optionee with interest earned thereon, without any further obligation on the part of either Optionee or Owner, subject to any remedies Optionee may have to the extent that a failure of condition also constitutes a default by Owner under this Agreement. (a) Feasibility Study. Optionee may, in Optionee's sole discretion, approve or disapprove the condition of the Real Property and the feasibility of using the Real Property for Optionee's intended purposes (the "Feasibility Study ") at any time during the period (the "Feasibility Period ") commencing on the Opening of Escrow and ending at 5:00 p.m. on the date that is ninety (90) days after the Opening of Escrow. During the Feasibility Period, Optionee shall have the right to deliver to Owner written notice (the "Notice to Proceed ") of Optionee's approval of the Feasibility Study and election to proceed with the purchase of the Property. Optionee shall be deemed to have disapproved the Feasibility Study if Optionee does not deliver the Notice to Proceed to Owner during the Feasibility Period. If Optionee disapproves of or is deemed to have disapproved of the Feasibility Study, then the Deposits previously made by Optionee shall be immediately returned to Optionee. (b) Documents. To the extent Owner has not previously done so, within three (3) days after the Execution Date, Owner shall provide Optionee with copies of all Option Agreement 80 Chemical 10.01. 2010 v.7 11