Common use of Due Diligence Inspection Clause in Contracts

Due Diligence Inspection. REIT shall have the Due Diligence Period in which to examine and inspect the Oak Crest Interests, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder (collectively, BR Oak Crest Villas, Oak Crest JV and Oak Crest Titleholder shall be referred to herein as the “Companies”) and the Property to determine, in its sole discretion, whether the Oak Crest Interests, the Companies and the Property are satisfactory to the REIT. The REIT and other parties designated by it (collectively, “REIT’s Representatives”) shall have reasonable access to all books and records for the Property and the Companies that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by the REIT, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the REIT may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, REIT will promptly restore at its sole expense the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, REIT shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor (and also without the prior written consent of the Madison Entities to the extent Contributor determines such consent must be obtained), which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to REIT, specifying the basis for such objection, within three (3) days after submission by REIT of a written request for such testing. REIT shall indemnify, defend, and hold Contributor, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, the Madison Entities and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, the Madison Entities or Property Manager (other than those arising out of the gross negligence or willful misconduct of Contributor, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, the Madison Entities, Property Manager or any of their respective Affiliates (other than REIT, its Subsidiaries and its Advisor) to recover for personal injury or property damage as a result of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, the Madison Entities or Property Manager from any pre-existing liabilities for matters merely discovered by REIT (i.e., latent environmental contamination) so long as REIT’s actions do not intentionally exacerbate such pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, REIT shall provide to Contributor a certificate of insurance evidencing such coverage and naming Oak Crest Titleholder and Property Manager as additional insured parties. REIT’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence Inspection. REIT shall have the Due Diligence Period in which to examine and inspect the Oak Crest Waterford Interests, BR Oak Crest VillasWaterford JV Member, Oak Crest JV, Oak Crest Waterford Titleholder (collectively, BR Oak Crest Villas, Oak Crest Waterford JV Member and Oak Crest Waterford Titleholder shall be referred to herein as the “Companies”) and the Property to determine, in its sole discretion, whether the Oak Crest Waterford Interests, the Companies and the Property are satisfactory to the REIT. The REIT and other parties designated by it (collectively, “REIT’s Representatives”) shall have reasonable access to all books and records for the Property and the Companies that are in Contributor’s Contributors’ possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by the REIT, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the REIT may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, REIT will promptly restore at its sole expense the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, REIT shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor Contributors (and also without the prior written consent of the Madison Xxxx Entities to the extent Contributor determines Contributors determine such consent must be obtained), which consent by Contributor Contributors will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor Contributors unless the Contributor provides Contributors provide written notice of objection to REIT, specifying the basis for such objection, within three (3) days after submission by REIT of a written request for such testing. REIT shall indemnify, defend, defend and hold ContributorContributors, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, Waterford Titleholder and the Madison Xxxx Entities and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against ContributorContributors, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, Waterford Titleholder or the Madison Xxxx Entities or Property Manager (other than those arising out of the gross negligence or willful misconduct of ContributorContributors, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, Waterford Titleholder or the Madison Entities, Property Manager Xxxx Entities or any of their respective Affiliates (other than REIT, its Subsidiaries and its Advisor) to recover for personal injury or property damage as a result of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect ContributorContributors, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, Waterford Titleholder or the Madison Xxxx Entities or Property Manager from any pre-existing liabilities for matters merely discovered by REIT (i.e., latent environmental contamination) so long as REIT’s actions do not intentionally exacerbate such pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, REIT shall provide to Contributor Contributors a certificate of insurance evidencing such coverage and naming Oak Crest Waterford Titleholder and Property Manager as additional insured parties. REIT’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence Inspection. REIT shall have the Due Diligence Period in which to examine and inspect the Oak Crest Springhouse Interests, BR Oak Crest VillasSpringhouse JV Member, Oak Crest BR Hawthorne Springhouse JV, Oak Crest Springhouse Titleholder (collectively, BR Oak Crest VillasSpringhouse JV Member, Oak Crest JV BR Hawthorne Springhouse JV, and Oak Crest Springhouse Titleholder shall be referred to herein as the “Companies”) and the Springhouse Property to determine, in its sole discretion, whether the Oak Crest Springhouse Interests, the Companies and the Property are satisfactory to the REIT. The REIT and other parties designated by it (collectively, “REIT’s Representatives”) shall have reasonable access to all books and records for the Springhouse Property and the Companies that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by the REIT, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the REIT may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, REIT will promptly restore at its sole expense the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, REIT shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor (and also without the prior written consent of the Madison Entities Hawthorne LLC to the extent Contributor determines such consent must be obtained), which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to REIT, specifying the basis for such objection, within three (3) days after submission by REIT of a written request for such testing. REIT shall indemnify, defend, and hold Contributor, BR Oak Crest Villas, Oak Crest JV, Oak Crest Springhouse Titleholder, the Madison Entities Hawthorne LLC and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor, BR Oak Crest Villas, Oak Crest JV, Oak Crest Springhouse Titleholder, the Madison Entities Hawthorne LLC or Property Manager (other than those arising out of the gross negligence or willful misconduct of Contributor, BR Oak Crest Villas, Oak Crest JV, Oak Crest Springhouse Titleholder, the Madison Entities, Hawthorne LLC or Property Manager or any of their respective Affiliates (other than REIT, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor, BR Oak Crest Villas, Oak Crest JV, Oak Crest Springhouse Titleholder, the Madison Entities or Hawthorne LLC and Property Manager from any pre-existing liabilities for matters merely discovered by REIT (i.e., latent environmental contamination) so long as REIT’s actions do not intentionally exacerbate such pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, REIT shall provide to Contributor a certificate of insurance evidencing such coverage and naming Oak Crest Springhouse Titleholder and Property Manager as additional insured parties. REIT’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence Inspection. REIT shall have the Due Diligence Period in which to examine and inspect the Oak Crest Village Green Interests, BR Oak Crest VillasJV Member, Oak Crest JV, Oak Crest Village Green Titleholder (collectively, BR Oak Crest Villas, Oak Crest JV Member and Oak Crest Village Green Titleholder shall be referred to herein as the “Companies”) and the Property to determine, in its sole discretion, whether the Oak Crest Village Green Interests, the Companies and the Property are satisfactory to the REIT. The REIT and other parties designated by it (collectively, “REIT’s Representatives”) shall have reasonable access to all books and records for the Property and the Companies that are in Contributor’s Contributors’ possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by the REIT, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the REIT may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, REIT will promptly restore at its sole expense the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, REIT shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor Contributors (and also without the prior written consent of the Madison Xxxxxxxx Entities to the extent Contributor determines Contributors determine such consent must be obtained), which consent by Contributor Contributors will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor Contributors unless the Contributor provides Contributors provide written notice of objection to REIT, specifying the basis for such objection, within three (3) days after submission by REIT of a written request for such testing. REIT shall indemnify, defend, and hold ContributorContributors, BR Oak Crest Villas, Oak Crest JV, Oak Crest Village Green Titleholder, the Madison Xxxxxxxx Entities and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against ContributorContributors, BR Oak Crest Villas, Oak Crest JV, Oak Crest Village Green Titleholder, the Madison Xxxxxxxx Entities or Property Manager (other than those arising out of the gross negligence or willful misconduct of ContributorContributors, BR Oak Crest Villas, Oak Crest JV, Oak Crest Village Green Titleholder, the Madison Entities, Xxxxxxxx Entities and Property Manager or any of their respective Affiliates (other than REIT, its Subsidiaries and its Advisor) to recover for personal injury or property damage as a result of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect ContributorContributors, BR Oak Crest Villas, Oak Crest JV, Oak Crest Village Green Titleholder, the Madison Xxxxxxxx Entities or and Property Manager from any pre-existing liabilities for matters merely discovered by REIT (i.e., latent environmental contamination) so long as REIT’s actions do not intentionally exacerbate such pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, REIT shall provide to Contributor Contributors a certificate of insurance evidencing such coverage and naming Oak Crest Village Green Titleholder and Property Manager as additional insured parties. REIT’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

Due Diligence Inspection. REIT shall have the Due Diligence Period in which to examine and inspect the Oak Crest Lansbrook Interests, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder (collectively, BR Oak Crest Villas, Oak Crest JV and Oak Crest Titleholder shall be referred to herein as the “Companies”) Companies and the Property to determine, in its sole discretion, whether the Oak Crest Lansbrook Interests, the Companies and the Property are satisfactory to the REIT. The REIT and other parties designated by it (collectively, “REIT’s Representatives”) shall have reasonable access to all books and records for the Property and the Companies that are in Contributor’s Sellers’ possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by the REIT, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the REIT may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. 1 The REIT’s payment of $14,193,315.07 assumes a closing of May 23, 2014. See Schedule 1.1 hereof for additional details. If any inspection or test damages the Property, REIT will promptly restore at its sole expense the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, REIT shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor Sellers (and also without the prior written consent of the Madison Cxxxxxx Entities to the extent Contributor determines Sellers determine such consent must be obtained), which consent by Contributor Sellers will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor Sellers unless the Contributor provides Sellers provide written notice of objection to REIT, specifying the basis for such objection, within three (3) days after submission by REIT of a written request for such testing. REIT shall indemnify, defend, defend and hold ContributorSellers, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, Lansbrook Titleholder and the Madison Cxxxxxx Entities and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against ContributorSellers, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, Lansbrook Titleholder or the Madison Cxxxxxx Entities or Property Manager (other than those arising out of the gross negligence or willful misconduct of ContributorSellers, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, Lansbrook Titleholder or the Madison Entities, Property Manager Cxxxxxx Entities or any of their respective Affiliates (other than REIT, its Subsidiaries and its AdvisorManager) to recover for personal injury or property damage as a result of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect ContributorSellers, BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, Lansbrook Titleholder or the Madison Cxxxxxx Entities or Property Manager from any pre-existing liabilities for matters merely discovered by REIT (i.e., latent environmental contamination) so long as REIT’s actions do not intentionally exacerbate such pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, REIT shall provide to Contributor Sellers a certificate of insurance evidencing such coverage and naming Oak Crest Lansbrook Titleholder and Property Manager as additional insured parties. REIT’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.