Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection.
Due Diligence Inspections. Purchaser shall have the right to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisable, in accordance with this Section 4.1.2. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”); provided, however, that Purchaser shall cause the Purchaser’s Inspectors to comply with the provisions regarding Confidential Information set forth in Section 8.1. Seller shall provide reasonable access to the Property for Purchaser’s Inspectors to perform the Inspections; provided, however, that (i) Purchaser shall provide Seller with at least twenty four (24) hours prior notice of each of the Inspections; (ii) Purchaser’s Inspectors shall be accompanied by an employee, agent or representative of Seller; (iii) the Inspections shall be conducted by Purchaser’s Inspectors on a Business Day between 10:00 a.m. and 5:00 p.m. (local time); (iv) Purchaser’s Inspectors shall not perform any drilling, coring or other invasive testing, without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion; (v) Purchaser’s right to perform the Inspections shall be subject to the rights of tenants, guests and customers at the Hotel; and (vi) the Inspections shall not unreasonably interfere with the Business, and Purchaser’s Inspectors shall comply with Seller’s requests with respect to the Inspections to minimize such interference.
Due Diligence Inspections. (a) As used in this Agreement, the term “
Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Properties, to perform due diligence and environmental investigations, to examine the records of Seller with respect to the Properties, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing without the prior written consent of Seller. All such inspections and permitted testing shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases, and, in each case, in compliance with the rights and obligations of Seller as landlord under the Leases. Purchaser shall repair any damage caused by or resulting from any such testing, and shall restore the Properties to the condition in which the same were in before any such testing. Purchaser’s contact with any tenant of the Properties shall be limited to customary tenant interviews, and Purchaser shall not have the right to interview the tenants under the Leases without providing Seller with an opportunity to jointly conduct such interview. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Properties shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection. If Purchaser desires to perform any invasive or physically intrusive testing of the Properties, including, without being limited to, any sampling in connection with the Phase II environmental assessments of the Properties, or any other investigation that will involve the removal of flooring, making excavations or test borings, disturbance of any plants, trees or shrubs, or any other invasive test or activity (collectively, “Invasive Testing”), then Purchaser shall provide to either Xxxx X. XxXxx or Xxxxx Xxxxx a written request for approval therefor, which Invasive Testing request shall include the nature and scope of the proposed Invasive Testing and the identity of the company or persons by whom it would be performed. Seller shall approve or disapprove, in Selle...
Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Contributor shall permit GIPLP and its authorized representatives, upon at least twenty-four (24) hours prior written notice to Contributor to inspect the Property to perform all due diligence, studies, appraisals, inspections, soil analysis and environmental investigations and tests, at such times during normal business hours as GIPLP or its representatives may request. All such inspections shall be in compliance with Contributor’s rights and obligations as landlord under the Leases. Further, GIPLP shall use commercially reasonable efforts to not affect, interrupt or interfere with the Tenants’ use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by GIPLP relating to the inspection of the Property shall be solely GIPLP’s expense. Contributor or its representatives shall have the right to accompany GIPLP and GIPLP’s representatives in connection with any inspections and other activities on the Property.
Due Diligence Inspections. On or before the expiration of one hundred twenty (120) days after the Effective Date (the “Due Diligence Period”), Buyer may examine the Seller’s Due Diligence Materials, may examine title and obtain a commitment for an owner's title insurance policy, and may perform any other examination or inspection of the Property that Buyer desires, including without limitation, obtaining surveys, obtaining an appraisal, examining matters of zoning, access and utility service, and inspecting the physical and environmental condition of the Property, in order to determine the feasibility of the Property for Buyer’s intended use as determined by Buyer in Buyer’s sole discretion. Buyer and Buyer’s employees, agents and representatives (“Buyer’s Representatives”) shall have the right, upon forty-eight (48) hours’ prior notice to Seller, to access the Property during normal business hours for Buyer’s inspection activities, which inspections shall be conducted in such a manner as to minimize disruption of the business and facilities of the YMCA and its subtenants. Seller and Buyer agree that the Due Diligence Period may be extended for up to (and not to exceed) an additional six (6) month period upon the written request of either Seller or Buyer, in the event that additional time for satisfaction of the conditions precedent described in Sections 14 and 16 below is needed due to COVID-related delays. Seller shall have the right to have a representative of Seller present at all inspections. Buyer agrees to either (i) to the extent permitted by applicable law, indemnify and hold Seller harmless from any damages to persons or property arising out of the actions of Buyer or its contractors, agents or employees as a result of performing or completing such inspections, or (ii) provide Seller with evidence of liability insurance pertaining to the foregoing satisfactory to Seller. Buyer shall immediately cause the removal of any liens that may be filed against the Property by reason of such examination or inspection. If as a result of such review, examination and investigation, Buyer determines that the Property is unsuitable for Buyer’s intended use, as determined by Buyer in Buyer’s sole discretion, Buyer shall so notify Seller in writing no later than the last day of the Due Diligence Period of Buyer’s election to terminate the Agreement, in which event this Agreement shall automatically be terminated, the Deposit shall be refunded to Buyer, and neither party shall have any furth...
Due Diligence Inspections. (a)From the Effective Date until the Closing Date or earlier termination of this Agreement, the Sellers shall permit the Purchaser and the Purchaser Parties to inspect the Property, to perform due diligence with respect to the Property, to examine the non-proprietary and non-confidential records of the Sellers pertaining to the Property, and make copies thereof, at such times during normal business hours as the Purchaser may reasonably request, subject to the last sentence of this Section 3.1(a). All such inspections shall be nondestructive and non-invasive in nature and shall not include any physically intrusive, invasive, or destructive testing or boring without the Sellers’ prior written approval, which approval may be given or withheld in the Sellers’ sole and absolute discretion. All such inspections shall be performed in such a manner so as not to interfere (other than to a de minimis extent or as customarily associated with commercially reasonable due diligence activities) with the business of Tenants at the Property and/or the operation of the Property, and, in each case, subject to the rights of Tenants under their applicable Leases. The Sellers shall have the right to have a representative of the Sellers present during any such inspection. Contact and communications by the Purchaser or the Purchaser Parties with any Tenants, property managers, or contractors of the Property shall be limited to reasonable and customary interviews scheduled through the Sellers, and no such interview shall occur unless the applicable counterparty consents thereto and a representative of the Sellers has the opportunity to jointly participate in such interview. All inspection fees, appraisal fees, engineering fees, and all other costs and expenses of any kind incurred by the Purchaser relating to the inspection of the Property shall be solely the Purchaser’s expense. The Purchaser shall contact the Seller to schedule all inspections and interviews pursuant to this Agreement not less than forty-eight (48) hours in advance of any such inspection and/or interview, which scheduling arrangements may be made via email addressed to [****] and the Sellers shall cooperate with the Purchaser in a commercially reasonable manner to facilitate such scheduling.
Due Diligence Inspections. (a) From and after the Effective Date until the Closing or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives, upon at least twenty-four (24) hours prior written notice to Seller to inspect the Property to perform due all non-invasive diligence, studies, appraisals, inspections, soil analysis and environmental investigations and tests, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be performed at Purchaser’s sole risk and in compliance with the Lease and all applicable laws and ordinances. Further, Purchaser shall not affect, interrupt or interfere with Txxxxx’s use, business or operations on the Property. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Any testing that requires a material invasion of the Land or Improvements, including a Phase II environmental site assessment, shall require Seller’s written consent, which consent (A) shall not be unreasonably withheld, conditioned or delayed by Seller during the Inspection Period, (B) may be withheld in Seller’s sole discretion after the expiration of the Inspection Period, and (C) and, if such consent is given, (i) Purchaser shall restore any damage resulting from any invasive or ground penetrating testing, and (ii) Seller and Purchaser shall reasonably cooperate in good faith to establish the scope and timing of any invasive or ground penetrating testing on the Property). Purchaser agrees to provide Seller, upon request, with copies of any inspection or test report received by Purchaser.
Due Diligence Inspections. Buyer’s Right to Rescind
Due Diligence Inspections. Purchaser shall have the right to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisable, in accordance with this Section 4.1.2. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”). Seller shall provide reasonable access to the Property for Purchaser’s Inspectors to perform the Inspections; provided, however, that (i) Purchaser shall provide Seller with prior notice of each of the Inspections by coordinating with Seller’s on-site representative, Tayfun Selen; (ii) Purchaser’s Inspectors shall be accompanied by an employee, agent or representative of Seller; (iii) the Inspections shall be conducted by Purchaser’s Inspectors at commercially reasonable times acceptable to both Purchaser and Seller; and (iv) Purchaser’s Inspectors shall not perform any drilling, coring or other invasive testing, without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
