Buyer and Buyer s customers may enter Seller’s facility, including Seller’s subcontractors’ facilities, at reasonable times, including during the period of manufacture and prior to and after delivery, to inspect such facility and the Equipment and/or the parts therefor. Seller shall furnish, and require its subcontractors to furnish, without additional charge to Buyer, reasonable facilities and assistance for the safe and convenient performance of such inspections.
Buyer and Buyer s customers may inspect the Products at any reasonable time and at any reasonable place, including Seller's location. Any inspection is provisional only and does not constitute final acceptance. All Products are subject to final inspection and testing by Buyer after receipt.
Buyer and Buyer s Broker acknowledge that by providing Buyer with information, Seller will be disclosing confidential and proprietary matters, including without limitations, financial statements, income and expense statements, and records which would otherwise not be available to the general public.
Buyer and Buyer s customer shall at any time up to a maximum of six (6) years after the completion, termination or final payment under the Contract (whichever is the latest), have the right to carry out audits of all records and related documents, procedures and controls of the Contract insofar as they relate to non-fixed or non-lump sum elements of the Contract. Buyer and Buyer’s customer shall have no right of audit of Supplier’s costs covered by fixed rates or those costs expressed as a percentage of other costs. Supplier shall maintain its books and records insofar as they relate to the non-fixed or non-lump sum elements of the Contract in accordance with generally accepted accounting principles and practices and shall preserve these books and records and all documents related thereto for a period of six (6) years following the completion, termination or final payment under the Contract (whichever is the latest). Buyer and Buyer’s customer shall have the right to reproduce any of the aforesaid records and documents. Supplier shall ensure that the provisions of this Clause 5.2 are included in any contracts with sub-contractors/vendors etc. so that Buyer and Buyer’s customer have the same rights to carry out inspection/audits of any subcontract as it has in respect of the Contract.
Buyer and Buyer. Sub acknowledge and agree that they have relied solely upon their own independent investigation and counsel before deciding to enter into this Agreement and the Merger and that none of Seller, Seller Sub, Seller’s Financial Advisor, attorneys or representatives, or any other person has made or is making any express or implied representation or warranty other than those contained in Article Three and the Seller Disclosure Schedule.
Buyer and Buyer s third-party lenders shall have executed and delivered the Intercreditor Agreement;
Buyer and Buyer. Parent shall cause the Buyer ----------------- Indemnitees, and Seller and Seller Parent shall cause the Seller Indemnitees, to comply with the provisions and to abide by the limitations set forth in this Article 10.
Buyer and Buyer s agents shall have the right of entry into the Property during the Term of the Contract to perform tests and inspections of the Property as are deemed reasonable to Buyer, but shall keep the Property in a lien free condition and hold the Seller harmless from any claims that may result from Buyer's or Buyer's agent's actions in this regard. Unless extended as provided herein, Escrow shall close, the Purchase Price shall be tendered, and title to the Property shall be transferred not later than thirty (30) days after the Contingency Period, and closing shall be subject to the
Buyer and Buyer. Sub acknowledge that any of the Seconded Employees may choose to separate from employment with Seller voluntarily prior to the end of the assignment period, and that Seller has no control over that decision. The assignment of any Seconded Employee who voluntarily separates from employment with Seller will end immediately. In this circumstance, Seller will have no liability to Buyer or Buyer-Sub other than to return the portion of any salary and benefit cost for that Seconded Employee for the period from the date of separation through the end of the agreed to assignment.
Buyer and Buyer s authorized agents and representatives may, from time to time, at Buyer's sole cost and expense, prior to Closing, during regular business hours, inspect all of the Properties and make such tests, surveys, studies and inspections, and generally obtain such other information and data, as Buyer shall, in its sole discretion, deem necessary or desirable, including, without limitation, collection of soil and groundwater samples and engineering studies. Buyer agrees that it shall be liable for and shall defend, indemnify and hold the Sellers, BSRT and their officers, trustees and agents harmless from any, and all damages, costs, expenses, liabilities or suits arising by reason of or related to such entry and/or conduct of tests, surveys and inspections, including attorneys' fees and the cost to repair and restore, which obligation shall survive the termination of this Agreement. Following the performance of any such tests, surveys, studies and inspections, Buyer shall restore the Properties to their condition prior to the performance thereof, which restoration obligation shall survive the termination of this Agreement. Such entry, tests, surveys and inspections shall not unreasonably interfere with the tenants' use and enjoyment of their respective spaces. Sellers shall cooperate with Buyer in connection with the exercise by Buyer of its rights hereunder. Such right to inspection and the exercise of such right shall not constitute a waiver by Buyer of the breach of any representations or warranty of the Sellers which might have been disclosed by such inspection. Sellers acknowledge that Buyer may communicate with the tenants, property managers, service contractors and leasing agents of the Properties, the title companies insuring Sellers, surveyors that have supplied surveys with respect to any of the Properties and/or the holders of the Existing Indebtedness, and any party with whom a Seller has a contractual relationship. Buyer agrees that (i) if it shall meet with a tenant of a Property, either in person or by telephone communication, on more than one occasion, Buyer shall notify Seller at least one business day prior to the date of such scheduled additional meeting(s) and allow Seller or its agent to be present at such additional meeting(s) and (ii) it shall not make any promises or representations to any tenant of a Property with respect to any term or condition of a Tenant Lease.
