Buyers Inspection. During the pendency of this Offer, Xxxxxx agrees that Buyer or Buyer’s agents shall be given access to the Property for the purpose of soil analysis, land survey, and engineering. The time, location and means of access to the Property shall be subject to Seller’s reasonable approval. Any disturbances to the surface shall be restored to substantially its previous condition at the sole cost of Buyer. Xxxxx further indemnifies and holds Seller harmless from and against all claims arising from Xxxxx’s activities on the Property prior to the date of closing. In the event of any such testing, Buyer shall restore the ground surface and the compaction, with verification of compaction by engineer’s report, to the condition immediately prior to such test. In the event the results of any such testing disclose adverse subsoil conditions which would prohibit the construction of a house with a normal twelve course basement, without extraordinary expense, Buyer shall have the right, at Buyer’s sole option, to declare this Offer to Purchase null and void, and in such event, all xxxxxxx money shall be returned to Buyer. Buyer’s right to conduct soil tests, and Xxxxx’s right to terminate this Offer pursuant to this provision, shall be deemed waived unless written notice of termination, together with copies of any such soil tests, are delivered to Seller prior to closing of this transaction.
Buyers Inspection. Buyer shall make, or cause to be made, such investigation as it deems necessary or advisable of the Assets. Buyer shall have the right to terminate this Agreement if, as a result of its investigation, it is not satisfied with any of its findings.
Buyers Inspection. Buyer has inspected the real property and this purchase is based upon its own inspection and not based upon any representations made by the Seller or Seller’s agents, except those representations of Seller made in this Agreement.
Buyers Inspection. Subject to the rights of the Tenants under the Leases and any rights or restrictions under any of the Permitted Title Exceptions, Buyer and its agents shall have the right, from time to time prior to the Closing, to enter upon the Property to examine the same and the condition thereof, and to conduct such surveys and to make such engineering and other inspections, tests and studies as Buyer shall determine to be reasonably necessary, all at Buyer’s sole cost and expense; provided, however, Buyer shall not conduct any environmental investigations of the Property beyond a Phase I environmental site assessment (i.e., no Phase II environmental assessment, groundwater sampling or other destructive or invasive testing) without first obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed. Buyer agrees to give Seller at least twenty-four (24) hours advance notice of any such examinations or surveys and any meetings with Tenants, and to conduct such examinations, surveys and meetings during normal business hours. Seller may be present with Buyer during any or all examinations or surveys of the Property and Tenant meetings conducted by Buyer, but shall not have the obligation to be present. Buyer agrees to conduct all examinations and surveys of the Property in a manner that will not harm or damage the Property or cause any claim adverse to Seller or default under any Lease, and agrees to restore the Property to its condition prior to any such examinations or surveys immediately after conducting the same. Buyer hereby indemnifies and holds Seller harmless from and against any claims for injury or death to persons, damage to property or other losses, damages or claims, including, without limitation, claims of any Tenants, and including, in each instance, reasonable attorneys’ fees and litigation costs, arising out of any action of any person or firm entering the Property on Buyer’s behalf as aforesaid, which indemnity shall survive the Closing and any termination of this Agreement without the Closing having occurred, but shall not include any losses or claims arising from the mere discovery of a pre-existing condition.
Buyers Inspection. Buyer and its agents shall have the right, from time to time prior to the Closing, to enter upon the Property to examine the same and the condition thereof, and to conduct such surveys and to make all such engineering and other inspections, tests and studies as Buyer shall determine to be reasonably necessary, all at Buyer’s sole cost and expense; provided, however, Buyer shall not conduct any environmental investigations of the Property beyond a Phase I environmental site assessment (i.e. no sampling or drilling) without obtaining Seller’s prior written consent. Buyer agrees to give Seller at least twenty-four (24) hours advance written notice of such examinations or surveys and to conduct such examinations or surveys during normal business hours. Unless Seller waives such right in writing, a representative of Seller must be present with Buyer during all examinations or surveys of the Property conducted by Buyer. Buyer agrees to restore the Property to its condition prior to any such examinations or surveys immediately after conducting the same. Buyer hereby indemnifies and holds Seller harmless from and against any claims for injury or death to persons, damage to property or other losses, damages or claims, including, in each instance, attorneys’ fees and litigation costs, to the extent arising out of any action of any person or firm entering the Property on Buyer’s behalf as aforesaid, which indemnity shall survive the Closing and any termination of this Agreement without the Closing having occurred.
Buyers Inspection. At reasonable times during the Supply Period (and in any event on no more than three (3) occasions in total for each Facility during the Initial Supply Period and one (1) additional occasion during a Supply Period Extension, if applicable), Manufacturer will permit designated representatives of a third party auditor retained by Buyer to inspect and visit the Facilities for the purpose of determining compliance with this Agreement and the Product Standards and to prepare for the transition of Manufacture of the Products from the applicable Facility where the Products are Manufactured for Buyer to Buyer’s plants or contract facilities, in accordance with the following terms and conditions. In furtherance and not in limitation of the foregoing, Manufacturer will permit designated representatives of a third-party auditor retained by Buyer to conduct such an inspection and visit within thirty (30) days of the Effective Date. Buyer will notify Manufacturer of the names and titles of the designated representatives in writing no less than seven (7) days in advance of any permitted visit, and such notice will indicate with reasonable specificity the purpose of such visit. In addition to the aforementioned three (3) inspections, should a Critical Quality Issue arise with respect to one or more of the Products, a third-party auditor retained by Buyer will be entitled to visit the applicable Facility where such Products are produced upon at least twenty-four (24) hours’ advance written notice by Buyer to Manufacturer. “Critical Quality Issue” means a determination that a Product (a) is materially noncompliant with applicable Product Standards or with any applicable Laws, or (b) was not produced in compliance with all current Good Manufacturing Practices promulgated by the U.S. Food and Drug Administration. Inspections will occur during regular business hours and will be performed so as not to materially disrupt Manufacturer’s operations, and Buyer will cause its designated representatives to follow all reasonable requirements imposed by Manufacturer to ensure that Xxxxx’s designees are not exposed to Manufacturer’s Confidential Information or to any information not relevant to the Manufacture of the Products. Manufacturer will make available, at Buyer’s reasonable request, the results (including all documentation and reports generated either by Manufacturer or a government agency) of all federal, state and local inspections and sanitation audits, quality control inspe...
Buyers Inspection. Buyer shall make an examination and test of any Goods delivered hereunder immediately upon receipt at Buyer’s plant, and, any course of dealing between the parties to the contrary notwithstanding, failure of Buyer to give notice of any claim within 30 days after receipt of such Goods at its plant shall be an unqualified acceptance of the Goods delivered.
Buyers Inspection. Buyer shall have the right to inspect the goods for ten (10) days after delivery. This inspection shall be fully and finally determinative of whether the goods conform to the terms of this Agreement. Defects that are not noted and brought to the attention of Xxxxx Industries within ten (10) days after delivery shall not constitute the basis of any claim or defense against Xxxxx Industries under this Agreement or otherwise. Failure to notify Xxxxx Industries of the results of any inspection within ten (10) days after delivery shall constitute a waiver of Buyer's rights of inspection and shall be deemed an acceptance of the goods.
Buyers Inspection. 3.1 Access to the Records. Prior to Closing and subject to Section 8.3, Seller will make the Records available to Buyer for inspection, copying, and review at Seller's offices during normal business hours to permit Buyer to perform its due diligence review. Subject to the consent and cooperation of third parties, Seller will assist Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional information from such parties as Buyer may reasonably desire. Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller to a third party.
Buyers Inspection a) For a period extending sixty (60) days from the Effective Date (the “Inspection Period”) and thereafter until Closing, Buyer shall have the right to inspect the Property and all of Seller’s books, accounts, and records regarding the Property and the businesses undertaken on it, to the extent they are in Seller’s possession In the event Seller or Seller’s agents have possession of any books, accounts, or records that are not located at the Property, Seller shall cause the books, accounts, or records to be moved to the Property or Seller’s offices in Encino, California within five (5) days after the Effective Date. Buyer may make and retain photocopies of all applicable books, accounts, and records. These books, accounts, and records, without limitation, shall include:
