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on: <br />2650680v4 <br />09/13/10 <br />intended use of the Property for a minimum of eighty (80) approved assisted living units <br />(the "Project "). On or before October 7, 2010, Buyer must apply to the City or and any <br />other appropriate governmental agencies for all Permits necessary for Buyer's intended <br />use of the Property, and Buyer must diligently pursue the acquisition of all such Permits. <br />Buyer must pursue the acquisition of such Permits at Buyer's sole cost and expense. <br />Seller agrees to cooperate with Buyer in the acquisition of such Permits but is not <br />required to incur any cost or expense. <br />Buyer may exercise the contingencies described in subsections (a) and (e) and terminate this <br />Agreement by giving Seller notice in accordance with Sections 19 and 22 on or before <br />December 31, 2010 (the "Due Diligence Date "). Buyer may extend the Due Diligence Date to <br />March 31, 2011 by delivering to Seller and Title a written notice that Buyer is exercising Buyer's <br />right to extend the Due Diligence Date. Buyer may exercise the contingency described in <br />subsection (b) and terminate this Agreement by giving Seller notice in accordance with Sections <br />19 and 22 on or before the date fifteen (15) business days after the date Seller delivers a <br />proposed Master Declaration or a proposed Special Service District Ordinance to Buyer for <br />review. Buyer may exercise the contingency described in subsection (c) and terminate this <br />Agreement by giving Seller notice in accordance with Sections 19 and 22 on or before the date <br />seven (7) business days after the date Seller delivers the Approved Preliminary Plat to Buyer for <br />review. Buyer may exercise the contingency described in subsection (d) and terminate this <br />Agreement by giving Seller notice in accordance with Sections 19 and 22 on the Date of Closing. <br />If Buyer exercises one on or more of the contingencies set forth in this Section 15 and terminates <br />this Agreement, the Parties shall direct Title to disburse the Earnest Money to Buyer, except that <br />if Buyer extends the Due Diligence Date to March 31, 2011 and Buyer thereafter exercises one <br />or more of the contingencies described in subsections (a) or (e), the Parties shall direct Title to <br />disburse one half (1/2) of the Earnest Money to Seller and one half (1/2) of the Earnest Money to <br />Buyer. If Buyer does not exercise a contingency by giving Seller notice in accordance with <br />Sections 19 and 22 on or before the date set forth above for the exercise of that contingency, that <br />contingency terminates and Buyer may no longer terminate this Agreement based upon that <br />contingency. <br />16. Seller's Contingencies. Seller's obligations under this Agreement are contingent <br />a. Buyer's determination that the representations set forth in Section 13 are <br />true, when made; and <br />b. The City Council's approval of a Final Plat. <br />If Seller exercises one on or more of the contingencies set forth in this Section 16 and terminates <br />this Agreement, the Parties shall direct Title to disburse the Earnest Money to Buyer, Seller may <br />exercise the contingencies described in subsections (a) and (b) and terminate this Agreement by <br />giving Buyer notice in accordance with Sections 19 and 22 on the Date of Closing. If Seller does <br />not exercise a contingency by giving Buyer notice in accordance with Sections 19 and 22 on or <br />before the date set forth above for the exercise of that contingency, that contingency terminates <br />and Seller may no longer terminate this Agreement based upon that contingency. <br />-13- <br />