Common use of Due Diligence Inspections Clause in Contracts

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 further responsibility hereunder except to the extent expressly stated in this Agreement.

Due Diligence Inspections. On or before the expiration of one hundred twenty (120) days after the Effective Date (the “Due Diligence Period”)Seller hereby grants to Buyer, Buyer may examine the Sellerits agents and contractors, subject to Buyer’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 possessory interest in the Property that Buyer desiresunder the Aspen Master Lease, including without limitation, obtaining surveys, obtaining an appraisal, examining matters of zoning, reasonable 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 perform the Due Diligence Period may 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 extended for up performed, and (b) if requested by Seller, provides to (and not to exceed) Seller a certificate of insurance showing that Seller is named as an additional six 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 (6) month period upon but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the written request of either Seller inspection or Buyer, in the event that additional time for satisfaction test could interfere with operation of the conditions precedent described Property or involve any boring or physical damage thereto) reasonably required by Buyer in Sections 14 and 16 below is needed connection with Buyer’s due to COVID-related delays. Seller shall have diligence (the right to have a representative of Seller present at all inspections“Due Diligence Inspections”). Buyer agrees to either (i) to shall keep the extent permitted by applicable law, indemnify Property free and hold Seller harmless from clear of any damages to persons or property liens arising out of the actions of Buyer any Due Diligence Inspection, test 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 other entry onto the Property by reason of such examination or inspectionpursuant to this Contract. If as a result of such review, examination and investigation, Buyer determines that After 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 end of the Due Diligence Period of Buyer’s election to terminate the AgreementPeriod, in which event this Agreement shall automatically be terminated, the Deposit Buyer and its agents and contractors shall be refunded granted a continuing right of reasonable access to Buyerthe 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 neither party shall have any further responsibility hereunder except Seller consents to such inquiries. None of the extent expressly stated in provisions of this AgreementSection 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. On or before the expiration of one hundred twenty (120) days after the Effective Date (the “Due Diligence Period”)Seller hereby grants to Buyer, Buyer may examine the Sellerits agents and contractors, subject to Buyer’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 possessory interest in the Property that Buyer desiresunder the Aspen Master Lease, including without limitation, obtaining surveys, obtaining an appraisal, examining matters of zoning, reasonable 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 perform the Due Diligence Period may 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 extended for up performed, and (b) if requested by Seller, provides to (and not to exceed) Seller a certificate of insurance showing that Seller is named as an additional six 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 (6) month period upon but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the written request of either Seller inspection or Buyer, in the event that additional time for satisfaction test could interfere with operation of the conditions precedent described Property or involve any boring or physical damage thereto) reasonably required by Buyer in Sections 14 and 16 below is needed connection with Buyer’s due to COVID-related delays. Seller shall have diligence (the right to have a representative of Seller present at all inspections“Due Diligence Inspections”). Buyer agrees to either (i) to shall keep the extent permitted by applicable law, indemnify Property free and hold Seller harmless from clear of any damages to persons or property liens arising out of the actions of Buyer any Due Diligence Inspection, test 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 other entry onto the Property by reason of such examination or inspectionpursuant to this Contract. If as a result of such review, examination and investigation, Buyer determines that After 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 end of the Due Diligence Period of Buyer’s election to terminate the AgreementPeriod, in which event this Agreement shall automatically be terminated, the Deposit Buyer and its agents and contractors shall be refunded granted a continuing right of reasonable access to Buyerthe 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 neither party shall have any further responsibility hereunder except Seller consents to such inquiries. None of the extent expressly stated in provisions of this Agreement.Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master Lease. 5.5

Due Diligence Inspections. On or before the expiration of one hundred twenty (120) days after the Effective Date (the “Due Diligence Period”)Seller hereby grants to Buyer, Buyer may examine the Sellerits agents and contractors, subject to Buyer’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 possessory interest in the Property that Buyer desiresunder the Scrub Oak Master Lease, including without limitation, obtaining surveys, obtaining an appraisal, examining matters of zoning, reasonable 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 perform the Due Diligence Period may 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 extended for up performed, and (b) if requested by Seller, provides to (and not to exceed) Seller a certificate of insurance showing that Seller is named as an additional six 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 (6) month period upon but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the written request of either Seller inspection or Buyer, in the event that additional time for satisfaction test could interfere with operation of the conditions precedent described Property or involve any boring or physical damage thereto) reasonably required by Buyer in Sections 14 and 16 below is needed connection with Buyer’s due to COVID-related delays. Seller shall have diligence (the right to have a representative of Seller present at all inspections“Due Diligence Inspections”). Buyer agrees to either (i) to shall keep the extent permitted by applicable law, indemnify Property free and hold Seller harmless from clear of any damages to persons or property liens arising out of the actions of Buyer any Due Diligence Inspection, test 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 other entry onto the Property by reason of such examination or inspectionpursuant to this Contract. If as a result of such review, examination and investigation, Buyer determines that After 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 end of the Due Diligence Period of Buyer’s election to terminate the AgreementPeriod, in which event this Agreement shall automatically be terminated, the Deposit Buyer and its agents and contractors shall be refunded granted a continuing right of reasonable access to Buyerthe 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 neither party shall have any further responsibility hereunder except Seller consents to such inquiries. None of the extent expressly stated in provisions of this AgreementSection 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Scrub Oak Master Lease.