Buyer’s Investigations. Buyer, either independently or through agents, representatives or consultants selected by it, may conduct all commercially reasonable inspections, investigations, tests, analyses and evaluations of the Property as Buyer deems necessary or otherwise appropriate, at Buyer’s sole cost and expense in accordance with Section 4.4.
Buyer’s Investigations. (a) During the Diligence Period, Buyer may conduct such commercially reasonable, non-invasive investigations, studies and tests of the Property as Buyer deems necessary or desirable to determine whether Buyer desires to complete the acquisition of the Property, and Buyer may perform invasive testing pursuant to the terms of Section 2.3. For the avoidance of doubt, subject to the provisions of Section 2.3 below, such investigations may include Tenant and/or property manager interviews, and Seller shall cooperate with Buyer’s reasonable requests to schedule such interviews. Buyer, in its sole and absolute discretion and for any reason or no reason whatsoever, may reject the entirety of the Property by giving written notice of termination to Seller and Escrow Agent (the “Termination Notice”) prior to the expiration of the Diligence Period. If Buyer timely gives a Termination Notice, the Deposit will be promptly returned to Buyer and this Agreement and the rights and obligations of the Parties under this Agreement will terminate, except for Obligations Surviving Termination. Alternatively, Buyer may accept the entirety of the Property (subject to the express provisions of this Agreement, including those allowing the removal or exclusion of Excluded Sites and Supplemental Excluded Sites) by giving written notice of acceptance to Seller and Escrow Agent (the “Acceptance Notice”) prior to the expiration of the Diligence Period. If Buyer timely delivers an Acceptance Notice, or fails to deliver either a Termination Notice or an Acceptance Notice prior to the expiration of the Diligence Period, Buyer will be deemed to have accepted the entirety of the Property (subject to the express provisions of this Agreement including those allowing the removal or exclusion of Excluded Sites and Supplemental Excluded Sites), the Deposit will become nonrefundable to Buyer (other than as expressly set forth in this Agreement), and this Agreement will continue in effect subject to the other provisions hereof. Buyer acknowledges and agrees that Buyer will have the opportunity during the Diligence Period to inspect and investigate the Property. Subject to the other provisions of this Agreement, the failure of Buyer to deliver a Termination Notice prior to the expiration of the Diligence Period will conclusively evidence Buyer’s satisfaction with such investigations and Buyer will be deemed to have reviewed, accepted, and approved of the entirety of the Property (subject to the expre...
Buyer’s Investigations. As of the expiration of the Contingency Period, Buyer will have examined and inspected the Property and will know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer "AS-IS". Buyer acknowledges that, except as otherwise set forth herein, Buyer is acquiring the Property in such "AS-IS" condition solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller, or its agents, as to the physical condition, quality, quantity or state of repair of the Property or related to the operation or prospects for the Property in any respect which have not been expressed in this Agreement. Buyer further acknowledges, represents, warrants and agrees that:
Buyer’s Investigations. (a) Prior to the Effective Date, Seller has delivered to Buyer, or made available to Buyer by diligence website or other electronic means to which Buyer has been given access, the Seller Deliveries. Seller will have no obligation to deliver or disclose to Buyer any of Seller’s attorney-client privileged materials, appraisals, internal memoranda, or internal evaluations of the Property. Except as may be otherwise expressly set forth in this Agreement or the other instruments to be delivered by Seller at or prior to any Closing, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of, or conclusions drawn in the information contained in the Seller Deliveries or any other Diligence Materials. As of the Effective Date, Buyer has conclusively determined its satisfaction with any investigations of the Property and Buyer is deemed to have reviewed, accepted, and approved of the entirety of the Property.
Buyer’s Investigations. Prior to expiration of the Feasibility Study Period, Buyer shall determine whether the physical, developmental, and economic status and feasibility of the Property is acceptable to Buyer. The matters subject to Buyer's approval under this Section include engineering studies, soils tests, environmental surveys, physical inspections, and market analyses as well as Buyer's evaluation of the condition of the Improvements and the operation and future prospects of the Property and such other matters as Buyer deems prudent, including by way of example and not limitation, the right to examine the books and records regarding the Property to be made available to Buyer in accordance with Section 5.1 above, the right to conduct the environmental/biological audit described in Exhibit D and such other environmental/biological studies and investigations regarding the condition of the Property as shall be reasonably approved by Seller, and the right to, subject to the conditions set forth below review and approve the zoning, land use and other governmental regulations, laws, permits and approvals that apply to the Property. Such inspections, tests and studies concerning the Property shall be performed at Buyer's sole cost and expense. In the event Buyer disapproves, in its sole and absolute discretion, any of its inspections, tests and studies concerning the Property, Buyer shall have the right to terminate this Agreement upon written notice to Seller at any time prior to the end of the Feasibility Study Period. In order to facilitate Buyer's investigation and analysis under this Section, Seller grants Buyer (and Buyer's agents, employees, and independent contractors) the right, subject to the terms and conditions set forth below, to enter the Property, prior to the expiration of the Feasibility Study Period, to conduct such inspections, reviews, examinations, and tests on the Property as Buyer deems necessary or desirable to investigate the physical condition or economic status of the Property:
Buyer’s Investigations. Buyer acknowledges that REALTOR® makes no representations with regard to conditions located outside the boundaries of the Real Estate, including but not limited to, crime statistics, registration of sex offenders, noise levels (i.e. airports, interstates, environmental), local regulations/development or any other issues that may be of relevance to Buyer, and Buyer assumes sole responsibility for researching such conditions. Buyer shall rely solely on Buyer's own research, assessment and inquiry with local agencies and shall not rely on REALTOR®. REALTOR® makes no warranties with regard to zoning, school district or use of the Real Estate, and Buyer assumes sole responsibility for researching the foregoing conditions. Buyer acknowledges that Buyer has the sole responsibility for conducting investigations of these conditions and the use of the Real Estate to verify that the Real Estate is suitable for Buyer's intended use.
Buyer’s Investigations. Buyer is satisfied with Buyer's investigations and inspections of the Property and this transaction, including, without limitation, with Buyer's review of all Due Diligence Materials (other than the Title Report and Survey), and with the results of Buyer's physical inspection of the Property, including all electrical, plumbing, mechanical, heating and air conditioning equipment and all furnishings, furniture, equipment, appliances, and personal property to be conveyed to Buyer under this Agreement. In that regard, for a period ending at 5:00 o'clock p.m. (local time) on the date that is thirty (30) days after the Opening Date (the "DUE DILIGENCE PERIOD"), Buyer will have the absolute right to cancel this Agreement for any reason whatsoever, in Buyer's sole and absolute discretion. However, until Buyer cancels, Buyer will proceed in good faith with Buyer's preliminary investigatory steps with respect to this transaction. Unless Buyer gives written notice of cancellation prior to the expiration of the above-described time period, then Buyer will be deemed to have elected not to cancel the Agreement under this provision
Buyer’s Investigations. Buyer is satisfied with Buyer's investigations and inspections with respect to the Property and this transaction. Without limiting the foregoing, Buyer will have the right to determine, in its sole discretion, that the purchase and resale of the Property will not violate any of the terms and conditions of any note, loan agreement or other indebtedness of Buyer or require Buyer to make any payments under any such indebtedness and that this transaction will not result in any material economic effect or risk to Buyer. In that regard, for a period ending at 5:00 o'clock p.m. (Phoenix time) on February 19 2001 (the "Feasibility Period"), Buyer will have the absolute right to cancel this Agreement for any reason whatsoever, in Buyer's sole and absolute discretion. However, until Buyer cancels, Buyer will proceed in good faith with Buyer's preliminary investigatory steps with respect to this transaction. Unless Buyer gives written notice of cancellation prior to the expiration of the Feasibility Period, then Buyer will be deemed to have elected not to cancel the Agreement under this provision.
Buyer’s Investigations. Buyer, at its expense, may make such evaluations, inspections and other due diligence investigations with respect to the Company's business and the Assets as Buyer may desire provided that such evaluations, inspections and investigations shall not unreasonably interfere with the operations of the Company's business. Sellers shall make available to all authorized representatives of Buyer, free and full access, during normal business hours and upon reasonable notice, to the offices, properties and Business Records of every kind, including, without limitation, the Company's monthly balance sheets and income and operating statements, and Sellers will furnish Buyer with all additional financial and operating data and other information as to its business and properties that is from time to time reasonably requested. Sellers shall authorize and direct the Company's independent auditors to make available to Buyer any information, including access to work papers, requested by Buyer. Buyer shall keep all information it obtains as a result of such access confidential and shall only use the same for the purposes of effectuating the transactions contemplated by this Agreement. This confidentiality provision is in addition to, and does not alter or terminate any separate agreement imposing confidentiality/non-disclosure obligations upon Buyer and Buyer's agents and Affiliates in connection with this transaction.
Buyer’s Investigations. Buyer and/or Parent, at its expense, may make such evaluations, inspections and investigations with respect to the Business and the Assets as Buyer may desire, provided that such evaluations, inspections and investigations shall not unreasonably interfere with the operations of the Company. The Company shall make available to all authorized representatives of Buyer free and full access, during normal business hours and upon reasonable notice, to the Assets and all records of the Company materially or exclusively related to the Business. Buyer and Parent shall keep all information it obtains as a result of such access confidential and shall use the same only for the purposes of effectuating the Contemplated Transactions.
