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) 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 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. Prior to the Effective Date Seller has provided the due diligence materials set forth in Section 3.2(a) in Seller’s possession to Purchaser in electronic format. Unless approved by Seller in writing, such inspections shall be nondestructive in nature, and specifically shall not include any p hysically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenant under the Leases at the Property and, in each case, in compliance with Seller's rights and obligations as landlord under the Leases. Seller reserves the right to have a representative present at the time of making any such inspection and tour and at the time of any interviews with the tenant of the Property. Purchaser shall notify Seller not less than two (2) Business Days in advance of making any such inspection, tour or interview. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants of the Property either in person or on the telephone without the express prior approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. 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.
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, 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 due all 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 Lease. Further, GIPLP shall use commercially reasonable efforts to not affect, interrupt or interfere with the Tenant’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 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 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 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, invasive or destructive testing or boring without Seller's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, but which approval may be conditioned on Seller's reasonable approval of the scope and nature of such testing and boring. All such inspections shall be performed in such a manner to minimize to the extent reasonably practicable 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 have the right to interview Tenants of the Property during the Inspection Period, provided that Seller shall have the right to have a representative present at the time of any such interview, whether by phone or in person. Except as set forth in the immediately preceding sentence, Purchaser shall make no contact with and shall not interview any Tenant of 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. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall confirm arrangements with Seller not less than one (1) Business Day in advance of making any such inspection, which arrangements may be confirmed via email addressed during normal business hours (local Atlanta, Georgia time) to Xxxxxx Xxxxxx (email: xxxxxx.xxxxxx@xxxxxxxx.xxx) or Xxx Xxxxxxx (email: xxxxxx.xxxxxxx@xxxxxxxx.xxx), and other representative(s) of Seller's disposition team for the Property known to Purchaser.
Due Diligence Inspections. Buyer’s Right to Rescind
Due Diligence Inspections. Seller hereby grants to Buyer, its agents and contractors, subject to Buyer’s possessory interest in the Property under the Aspen Master Lease, reasonable access to the Property during normal business hours to perform the Due Diligence Inspections, provided that Buyer (a) gives reasonable prior notice to Seller and coordinates with Seller as to the timing and nature of the survey, inspection, study or test to be performed, and (b) if requested by Seller, provides to Seller a certificate of insurance showing that Seller is named as an additional insured on Buyer’s commercial general liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence (the “Due Diligence Inspections”). Buyer shall keep the Property free and clear of any liens arising out of any Due Diligence Inspection, test or other entry onto the Property pursuant to this Contract. After the end of the Due Diligence Period, Buyer and its agents and contractors shall be granted a continuing right of reasonable access to the Property and the right to examine the Property. In the course of its activities, Buyer may make inquiries about the Property to third parties, including without limitation, municipal, local and other governmental officials and representatives, and Seller consents to such inquiries. None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master Lease.
Due Diligence Inspections. (a) The Purchaser shall have 60 days from the later of (i) the Effective Date, or (ii) the date on which the Schedule Certificate is delivered by the Seller in accordance with Section 7.4 above (the “Due Diligence Period”) to complete to its satisfaction due diligence regarding the Business and the Dealership Assets, including obtaining such reports and studies as the Purchaser deems appropriate. The Parties agree that the Due Diligence Period shall be extended, as applicable, so that the Purchaser shall have no less than 10 Business Days to review the Audited Financial Statements after receipt by the Purchaser.
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.
