Inspection Period. Buyer shall be under no obligation to purchase the Property or otherwise perform under this Agreement unless Buyer determines the Property to be, in all respects, suitable for its intended purposes. The decision as to whether the Property is suitable for its intended purposes shall be the sole decision of Buyer, determined in the absolute discretion of Buyer, with Buyer’s decision being final and binding upon both Parties. Buyer shall have until , 20 , at : ☐ AM ☐ PM to notify Seller of its termination of this Agreement due to Buyer's determination that the Property is unsuitable for its intended purpose ("Inspection Period"). In the event Buyer elects to terminate this Agreement, Buyer shall provide written notice of termination to Seller prior to the expiration of the Inspection Period. In the event Buyer provides said notice of termination, Seller and any Escrow Agent shall be obligated to return the Escrow Money to the Buyer as provided in Section V hereof, and neither party shall have any further rights or obligations under this Agreement. In the event Buyer does not submit written notice of termination prior to the expiration of the Inspection Period, the Buyer shall be deemed to be satisfied with its inspections of the Property and this contingency shall be deemed to be fulfilled. The Seller, at no expense, shall fully cooperate with Buyer in obtaining any and all approvals required from any Federal, State, or Local Government ("Governmental Approvals") necessary for Buyer to satisfy their needs during the Inspection Period for the suitability of the Property. Said Governmental Approvals shall be obtained during the Inspection Period unless the Parties agree otherwise. Any additional agreements related to this Section must be done in writing and attached to this Agreement.
Inspection Period. Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's...
Inspection Period. Buyer and its authorized agents and representatives shall have the right to enter upon the Land and Improvements (including all of the apartment units, but subject to the rights of tenants under the Leases and in accordance with applicable law) at all reasonable times during normal business hours to inspect and conduct inspections and tests as Buyer may deem prudent on the Property at its sole cost and expense, including, without limitation, engineering and hazardous material inspections; provided, however, any intrusive physical testing will be conducted by Buyer only after obtaining Seller’s prior written consent. The right granted in the immediately preceding sentence may be exercised during the period commencing on the Effective Date and ending on the earlier to occur of the Closing Date or termination of this Agreement. Buyer shall bear the cost of all inspections and tests, and Buyer shall give reasonable notice to the management of any inspection or test to be conducted on the Property. Buyer hereby indemnifies and holds Seller and the Property harmless as to all loss, property damage, bodily injury, cost or expense resulting from Buyer’s inspections and tests of the Property, including, without limitation, claims for services rendered by third parties conducting such inspections and tests. Buyer shall also restore the Land and Improvements to the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. Such agreement to repair and restore, and to indemnify and hold harmless Seller shall expressly survive closing or any termination of the Agreement. Buyer shall maintain, or shall cause its contractors to maintain, public liability and property damage insurance insuring Buyer (and naming Seller as an additional insured party) against any liability arising out of any entry or inspections of the Property or work performed about the Property pursuant to the provisions hereof and shall deliver certificates of insurance evidencing such coverage to Seller prior to any entry by Buyer or its contractors on the Property.
Inspection Period. 6.1. Xxxxx acknowledges that it has had the opportunity for physical inspection of the Property prior to entering into this Agreement, and shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS” that is, in its present condition. It shall be the sole responsibility of the Buyer to make its own investigations, studies, tests, reports, and other due diligence inquiries as to the Property as deemed appropriate to Buyer prior to entering into this Agreement.
Inspection Period. Buyer, its agents, contractors, consultants, and employees shall have from and after the Effective Date until 5:00 P.M., Atlanta, Georgia time on that day which is thirty (30) days after the Effective Date (subject to the provisions of Section 5 hereof) (the “Inspection Period”) to (i) examine title to the Property, (ii) obtain an updated survey of the Property, (iii) inspect or otherwise cause the inspection of the Property and documents in Sellers’ possession which relate to the Property (including, without limitation, Sellers’ books and records pertaining to the Property); (iv) conduct such due diligence, including without limitation, non-destructive tests and studies on the Property, as Buyer shall deem advisable; and (v) to object to matters affecting title to or survey of the Property. Sellers agree to cooperate with Buyer in connection with Buyer’s examination and inspection of the Property pursuant to this Section 6, and Sellers agrees to provide Buyer with full and free access to the Property in furtherance thereof, subject, however, to the rights of tenants under the Leases. In the event Buyer fails to deliver to Sellers on or before the expiration of the Inspection Period a written notice stating that Buyer has completed its inspection of the Property and has determined to go forward with the purchase of the Membership Interests in accordance with the terms and conditions of this Contract (the “Election Notice”), this Contract shall automatically and without any further action on the part of Sellers and/or Buyer be deemed to have been terminated effective as of the expiration of the Inspection Period, and Sellers and Buyer shall thereafter have no further rights or obligations hereunder except those which explicitly survive termination of this Contract. In the event Buyer delivers the Election Notice to Sellers on or before the expiration of the Inspection Period, Buyer shall have no further right to terminate this Contract under this Section 6(A). On or before the expiration of the Inspection Period, Buyer shall have the right to terminate this Contract for any reason or no reason, and upon such termination (whether by express election by Buyer or whether by automatic operation of this Section 6(A)), Sellers and Buyer shall thereafter have no further rights or obligations hereunder except those which explicitly survive termination of this Contract. Buyer hereby agrees to indemnify and hold Sellers harmless from and against any and all costs, li...
Inspection Period. Purchaser shall have the number of days set forth in the Schedule, to conduct an examination of the Property and to review such other matters as Purchaser deems necessary (including, without limitation, a physical inspection, an appraisal, an environmental audit, and an engineering inspection of the Property) to determine the suitability of the Property for Purchaser’s needs the “Inspection Period”). Seller will permit Purchaser and such persons as Purchaser may designate to undertake a thorough inspection of the Property, including engineering, environmental studies, meeting with various municipalities, etc., all with the cooperation and written consent of Seller where required. Purchaser and its representatives shall not damage the Property during the course of its inspections and Purchaser shall promptly repair and restore in a workmanlike manner any damage to the Property. Purchaser shall, and hereby does, indemnify and hold Seller harmless from any damage, loss, liability, or expense (including attorneys fees) arising out of Purchaser’s inspection; which indemnity shall survive closing or termination of this Agreement. In the event that Purchaser, in its sole discretion, determines that the Property is not suitable for its needs, then Purchaser may terminate this Agreement on or prior to the expiration of the Inspection Period. In the event Purchaser delivers such written notice to Seller pursuant to this Section 5.3: (a) this Agreement shall terminate; (b) the parties shall have no further obligation or liability to the other hereunder; (c) in consideration for signing this Agreement and granting the Inspection Period, the Title Company shall pay to Seller the amount of $100 from the Xxxxxxx Money; and (d) the balance of the Xxxxxxx Money shall be refunded to Purchaser. This right of termination is exercisable by Purchaser in its sole discretion for any reason whatsoever. In the event that Purchaser exercises the right to terminate, as provide in this Section 5.3, then within five (5) business days following the date of termination, Purchaser shall deliver to Seller, a copy of any Survey obtained by Purchaser. Purchaser may extend the Inspection Period for an additional sixty (60) days by delivering to the Title Company prior to the expiration of the Inspection Period, Additional Xxxxxxx Money in the amount of $25,000 (the “Additional Xxxxxxx Money”). The Xxxxxxx Money and the Additional Xxxxxxx Money will be refundable for any reason, and will be cr...
Inspection Period. The period beginning on the Effective Date and ending forty-five (45) days after the Effective Date.
Inspection Period. (a) Buyer shall have through the forty-fifth (45th) day following the Contract Date within which to undertake such physical inspections and investigations and inquiries concerning the Property (including both Land and Improvements) and any matters relating to the use, operation and occupancy of the Property as shall be necessary or desirable for Buyer to evaluate the feasibility and advisability of purchasing the Property (the "Inspection Period"). This shall include, without limitation of the foregoing, independent investigations and inquiries concerning all applicable building, zoning, environmental and other codes, ordinances, statutes, rules and regulations affecting the Property and its use, as well as the availability of access and all utility services thereto and shall include interviews of the employees of Seller; provided, however, Buyer agrees that an Owner's representative must be present during such interviews and that there will be no discussion with said employees with regard to said employees' future employment by Buyer. Buyer may also conduct such physical inspections of the Improvements as shall be necessary or desirable, including but not limited to structural inspections, appraisals, review of electrical, heating, air conditioning and plumbing systems, termite inspections and other investigations and inquiries. Buyer shall bear all costs of any such inspections and investigations, and in no event, shall any of the cost thereof be paid by or charged or apportioned to Seller. For purposes of undertaking physical inspections and investigations of the Property, including any non-destructive soil borings or surveys required or desired by Buyer, Seller hereby grants to Buyer and its agents full right of access and entry upon the Property and any part thereof during the Inspection Period, subject to the rights of all tenants in possession. Buyer, as a condition to its exercise of such right of access, specifically agrees to defend, indemnify and save and hold Seller harmless from and against any and all loss, damage, liability, suit, claim, cost or expense (including reasonable attorney's fees) arising from the exercise by Buyer or its agents of this right of access and entry. The indemnity and hold harmless obligation in the preceding sentence is herein referred to as the "Inspection Indemnity" which shall survive the Closing and any termination of this Agreement. Prior to entry on the Property, Buyer shall furnish Seller with a certificate of...
Inspection Period. Purchaser acknowledges that Seller provided Purchaser the opportunity to conduct such due diligence and inspections of the Property as Purchaser and its officers, directors, employees and advisers deemed necessary and appropriate prior to the Effective Date. Any and all references to the “Inspection Period” in this Agreement mean and refer and shall be deemed to mean and refer to for all purposes to a period commencing prior to the Effective Date and expiring immediately upon the Effective Date and that, therefore, except as set forth in Section 4.9, any and all rights of Purchaser to terminate this Agreement pursuant to this Article IV have terminated and been unconditionally waived and relinquished, and, except as set forth in Section 4.9, Purchaser has no such right to so terminate this Agreement pursuant to this Article IV. Notwithstanding the foregoing, from and after the Effective Date, subject to the terms of this Agreement, Purchaser and its representatives shall be permitted to enter upon the Property to examine, inspect and investigate the Property including, but not limited to, all Books and Records located at the Property, subject to Manager’s good faith compliance with Legal Requirements with respect to access to any and all Employee records (collectively, “Due Diligence”); provided, however, except as set forth in Section 4.9, the Purchaser has no right to terminate this Agreement based on such Due Diligence after the expiration of the Inspection Period. Purchaser’s Due Diligence shall be subject to the terms, conditions and limitations set forth in this ARTICLE IV, and Purchaser’s conduct shall be in strict compliance with the covenants and agreements contained in this ARTICLE IV.
