Common use of Due Diligence Inspection Clause in Contracts

Due Diligence Inspection. During the Inspection Period, CRA shall permit Developer and its authorized representatives to inspect the CRA Property and to perform due diligence, surveys, soil analysis and environmental investigations. Developer will conduct any physical inspections, tests, examinations, studies, and appraisals only on Business Days. Developer may only enter upon the CRA Property, provided (i) Developer provides CRA with at least twenty-four (24) hours prior notice (which notice may be oral or written) of its intent to inspect, test, survey or study, (ii) if requested by CRA, Developer is accompanied by a representative of CRA and (iii) Developer or Developer’s agents or contractors, as applicable, furnishes to CRA a certificate of insurance acceptable to CRA naming CRA as an additional insured and with an insurer and insurance limits and coverage reasonably satisfactory to CRA. Developer and its agents and representatives shall not perform any invasive testing without the prior written consent of CRA, which consent shall not be unreasonably withheld. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Developer relating to its the inspection of the CRA Property for itself and/or its lender (collectively, the “Inspection Costs”) shall be the responsibility of and paid for by the Developer. To the extent that Developer or any of its representatives, agents or contractors damages or disturbs the CRA Property or any portion thereof, Developer shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Developer hereby agrees to and shall indemnify, defend and hold harmless CRA from and against any and all expense, loss or damage which CRA may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Developer or its representatives, agents or contractors arising from, related to, or in connection with the due diligence inspections including any soil analysis and environmental investigations, other than any expense, loss or damage to the extent arising from any act or omission of CRA during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the CRA Property for which discovery or release Developer shall have no liability, unless such discovery or release was caused by the negligence or intentional conduct of Developer or its representatives, agents or contractors and/or such Hazardous Substances were brought on to the Property by Developer or its representatives, agents or contractors). Developer shall promptly upon its receipt thereof, deliver to CRA, copies of all such audits and assessments obtained by Developer. Developer shall itself (and shall require its consultants to) keep the CRA Property free and clear of all liens and encumbrances, including but not limited to mechanics’ liens, arising out of any of Developer’s (and such consultants’) activities on the CRA Property, including its consultants’ investigations.

Due Diligence Inspection. During the Inspection Period, CRA shall permit Developer and its authorized representatives to inspect the CRA Property and to perform due diligence, surveys, soil analysis and environmental investigations. Developer will conduct any physical inspections, tests, examinations, studies, and appraisals only on Business Days. Developer may only enter upon the CRA Property, provided (i) Developer provides CRA with at least twenty-four (24) hours prior notice (which notice may be oral or written) of its intent to inspect, test, survey or study, (ii) if requested by CRA, Developer is accompanied by a representative of CRA and (iii) Developer or Developer’s agents or contractors, as applicable, furnishes to CRA a certificate of insurance acceptable to CRA naming CRA as an additional insured and with an insurer and insurance limits and coverage reasonably satisfactory to CRA. Developer and its agents and representatives shall not perform any invasive testing without the prior written consent of CRA, which consent shall not be unreasonably withheld; provided, however, Developer hereby agrees to have a Phase 2 Environmental Assessment of the Property performed during the Inspection Period and the CRA hereby consents to the foregoing. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Developer relating to its the inspection of the CRA Property for itself and/or its lender (collectively, the “Inspection Costs”) shall be the responsibility of and paid for by the Developer; provided, however, the Inspection Costs shall be included in the applicable Development Budget; provided, further, the Inspection Costs shall remain the responsibility of the Developer and not reimbursed as a cost set forth in the applicable Development Budget in the event of the termination of this Agreement under certain circumstances as set forth herein. To the extent that Developer or any of its representatives, agents or contractors damages or disturbs the CRA Property or any portion thereof, Developer shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Developer hereby agrees to and shall indemnify, defend and hold harmless CRA from and against any and all expense, loss or damage which CRA may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Developer or its representatives, agents or contractors arising from, related to, or in connection with the due diligence inspections including any soil analysis and environmental investigations, other than any expense, loss or damage to the extent arising from any act or omission of CRA during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the CRA Property for which discovery or release Developer shall have no liability, unless such discovery or release was caused by the gross negligence or intentional conduct of Developer or its representatives, agents or contractors and/or such Hazardous Substances were brought on to the Property by Developer or its representatives, agents or contractors). Developer shall promptly upon its receipt thereof, deliver to CRA, copies of all such audits and assessments obtained by Developer. Developer shall itself (and shall require its consultants to) keep the CRA Property free and clear of all liens and encumbrances, including but not limited to mechanics’ liens, arising out of any of Developer’s (and such consultants’) activities on the CRA Property, including its consultants’ investigations.

Due Diligence Inspection. During the Inspection Period, CRA shall permit Developer and its authorized representatives to inspect the CRA Property and to perform due diligence, surveys, soil analysis and environmental investigations. Developer will conduct any physical inspections, tests, examinations, studies, and appraisals only on Business Days. Developer may only enter upon the CRA Property, provided (i) Developer provides CRA with at least twenty-four (24) hours prior notice (which notice may be oral or written) of its intent to inspect, test, survey or study, (ii) if requested by CRA, Developer is accompanied by a representative of CRA and (iii) Developer or Developer’s agents or contractors, as applicable, furnishes to CRA a certificate of insurance acceptable to CRA naming CRA as an additional insured and with an insurer and insurance limits and coverage reasonably satisfactory to CRA. Developer and its agents and representatives shall not perform any invasive testing without the prior written consent of CRA, which consent shall not be unreasonably withheld. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Developer relating to its the inspection of the CRA Property for itself and/or its lender (collectively, the “Inspection Costs”) shall be the responsibility of and paid for by the Developer. To the extent that Developer or any of its representatives, agents or contractors damages or disturbs the CRA Property or any portion thereof, Developer shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Developer hereby agrees to and shall indemnify, defend and hold harmless CRA from and against any and all expense, loss or damage which CRA may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Developer or its representatives, agents or contractors arising from, related to, or in connection with the due diligence inspections including any soil analysis and environmental investigations, other than any expense, loss or damage to the extent arising from any act or omission of CRA during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the CRA Property for which discovery or release Developer shall have no liability, unless such discovery or release was caused by the negligence or intentional conduct of Developer or its representatives, agents or contractors and/or such Hazardous Substances were brought on to the Property by Developer or its representatives, agents or contractors). Developer shall promptly upon its receipt thereof, deliver to CRA, copies of all such audits and assessments obtained by Developer. Developer shall itself (and shall require its consultants to) keep the CRA Property free and clear of all liens and encumbrances, including but not limited to mechanics’ liens, arising out of any of Developer’s (and such consultants’) activities on the CRA Property, including its consultants’ investigations.