City’s Due Diligence. The City shall have one hundred twenty (120) days from the date the Port provides the City with the reports and materials in its possession as required under Section 5.2 below, in which it may, but need not, perform due diligence investigations (the “Due Diligence Period”). During the Due Diligence Period, the City and its employees, agents and/or contractors may enter into the Property and undertake such surveys, studies and tests of the soils, air and water on, in or under the Property, as such other investigations of the Property, as the City may deem desirable all subject, however, to the rights of Eastside Community Rail to operate trains pursuant to the Freight Easement. In exercising the rights provided by this Section 5.1, the City shall reasonably coordinate its entries onto the Property with the Port and with Eastside Community Rail, should such coordination be needed for any of the activities the desires to undertake. Upon completion of any testing, the City shall restore the Property to substantially the same condition as existed prior to the test. The City shall defend, indemnify and hold harmless the Port from and against all liability, cost, damage and expense (including, but not limited to, attorneys’ fees) in connection with all claims, suits and actions of any kind made or brought against the Port, its officers, agents or employees by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of the acts or omissions of the City, its officers, agents or employees, in exercising its rights under the right of entry granted herein. The City’s obligations under this Section 5.1 shall survive the termination of this Agreement.
City’s Due Diligence. City acknowledges and agrees that is has conducted its own investigation as to the applicability and transferability of the County Allocation for use in the City Project and that County has not made any representation or warranty to City with respect to same. The actual use of the County Allocation by City shall be subject to the rules and procedures adopted by PacifiCorp and such other conditions or requirements as are set forth in the Public Utilities Code.
City’s Due Diligence. Prior to Closing, the City may take the following actions with respect to the Property, which, other than the costs of the Title Policy, shall be at the sole cost and expense of the City:
City’s Due Diligence. In addition to the provisions of Article 5 below, commencing on the date of this Agreement and continuing until the Closing Date, City may conduct a due diligence review, investigation and inquiry respecting the Assets, the Assumed Liabilities, and the Business and including, without limitation, the following: (i) an engineering review of all of Companies’ assets; (ii) a review of Companies’ employee records to the extent permitted under Applicable Law; (iii) volumetric consumption data and other customer data; (iv) a review of existing Line Extension Agreements and any similar agreements; (v) a financial analysis and projection of revenues, expenses and capital expenditures; and (vi) such other matters as City deems relevant in its discretion. For the avoidance of doubt, the obligation of City to proceed to Closing is not subject to City’s satisfaction with any further due diligence investigation (other than relating to the updating of Schedules pursuant to Section 4.11).
City’s Due Diligence. INVESTIGATIONS
