Entry Prior to Closing Clause Samples
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Entry Prior to Closing. From and after the Effective Date of this Contract until the Closing Date or earlier termination of this Contract, and so long as no default by Purchaser exists under this Contract, Purchaser and its agents, employees and representatives shall be entitled to enter upon the Property for purposes of conducting soil and other engineering tests and to inspect and survey any of the Property. If the Property is altered or disturbed in any manner in connection with any of Purchaser’s activities, Purchaser shall immediately return the Property to substantially the condition existing prior to such activities. Purchaser shall promptly refill holes dug and otherwise to repair any damage to the Property as a result of its activities. Purchaser and its agents shall not have the right to conduct any invasive testing (e.g., borings, drilling, soil/water sampling, etc.), except standard geotech preliminary investigation, on the Lots, including, without limitation, any so-called "Phase II" environmental testing, without first obtaining Seller's written consent (and providing Seller at least seventy-two (72) hours' prior written notice), which consent may be withheld by Seller in its reasonable discretion and shall be subject to any terms and conditions imposed by Seller in its reasonable discretion. In the event that Purchaser fails to obtain Seller's written consent prior to any invasive testing, in addition to and without limiting any other obligations Purchaser may have under this Section, Purchaser shall be fully responsible and liable for all costs of remediation with respect to any materials disturbed in any manner that requires remediation or that are removed in connection with such invasive testing and including, but not limited to, costs for disposal of materials removed during any invasive testing. Purchaser shall not permit any lien to attach to the Property or any portion of the Property as a result of the activities. Purchaser shall indemnify, defend and hold Seller, its officers, directors, shareholders, employees, agents and representatives harmless from and against any and all mechanics’ and materialmen’s liens, claims (including, without limitation, personal injury, death and property damage claims), damages, losses, obligations, liabilities, costs and expenses including, without limitation, reasonable attorneys’ fees incurred by Seller, its officers, directors, shareholders, employees, agents and representatives or their property arising out of any breach...
Entry Prior to Closing. From and after the Effective Date of this Contract until the Closing Date or earlier termination of this Contract, and so long as no default by Purchaser exists under this Contract, Purchaser and its agents, employees and representatives shall be entitled to enter upon the Property for purposes of conducting soil and other engineering tests and to inspect and survey any of the Property. If the Property is altered or disturbed in any material manner in connection with any of Purchaser’s activities, Purchaser shall immediately return the Property to substantially the condition existing prior to such activities. Purchaser shall promptly refill holes dug and otherwise repair any damage to the Property as a result of its activities. Purchaser and its agents shall not have the right to conduct any invasive testing (e.g., borings, drilling, soil/water sampling, etc.), except standard geotech and environmental preliminary investigation, on the Lots, including, without limitation, any so-called "Phase II" environmental testing, without first obtaining Seller's written consent (and providing Seller at least seventy-two (72) hours' prior written notice), which consent may be withheld by Seller in its reasonable discretion and shall be subject to any terms and conditions imposed by Seller in its reasonable discretion. Purchaser shall not permit any lien to attach to the Property or any portion of the Property as a result of Purchaser’s activities. Purchaser shall indemnify, defend and hold Seller, its officers, directors, shareholders, employees, agents and representatives harmless from and against any and all mechanics’ and materialmen’s liens, claims (including, without limitation, personal injury, death and property damage claims), damages, losses, obligations, liabilities, costs and expenses including, without limitation, reasonable attorneys’ fees incurred by Seller, its officers, directors, shareholders, employees, agents and representatives or their property arising out of any breach of the provisions of this Section 12(c) by Purchaser, its agents, employees or representatives. The foregoing indemnity obligation of Purchaser includes acts and omissions of Purchaser and all agents, consultants and other parties acting for or on behalf of Purchaser. Purchaser shall maintain in effect (or cause its consultants to maintain in effect) during its inspection of the Property commercial general liability coverage for bodily injury and property damage in the amount of at...
Entry Prior to Closing. Align acknowledges that control, direction and supervision of all construction personnel at the construction site will lie exclusively with BBC and that Align may not issue any instructions to, request construction modifications from, or otherwise interfere with, construction personnel. However, Align shall be allowed to monitor and inspect the construction of Building 1 at any time and shall have the right, but not the obligation, to access to Building 1 limited to the preliminary preparation works, that is, start the applicable designing and permitting processes for improvements to be performed after Closing, prior written notice to BBC with 3 business days in advance, during the hours set by BBC, and with the presence at all times of BBC or an authorized representative, following the terms established herein. Align acknowledges and accepts that if the inspections materially interfere or disrupt the construction process and causes a delay, BBC shall be released from any responsibility in connection to such interference or disruption and the Building Completion Date and/or Closing could be delayed but not more than the equivalent to the delay caused by such interference or disruption. 11 of 11 Any entry on the Project or the Building 1 by Align during construction and prior to the Closing, shall be at Align's own risk, except for negligence or willful misconduct attributable to BBC, its personnel, contractors or representatives, and Align agrees to indemnify, defend and hold BBC, its agents, contractors, officers, directors, shareholders, partners and employees, harmless from and against all claims, demands, liabilities and expenses arising out of or in connection with any personal injury, death or property damage to Align, Align's invitees, employees, agents, contractors, consultants, and guests, BBC, BBC’s representatives, or any other individual or entity as a result of any such entry. Align understands that in order to permit the work to progress in orderly fashion, no interference with construction work on the Project or Building 1 shall be permitted. Additionally, no work of any kind may be contracted for or performed by Align or Align's agents on the Building 1 prior to Closing, except as agreed herein, which is limited to the preliminary preparation work, but in no way this preliminary preparation works may cause delays in the construction of Building 1, the Project or the Closing. Align agrees, as an express condition of entering the Project or t...
Entry Prior to Closing. 12.1 Buyer and Buyer’s agents, representatives, architects and engineers from time to time from and after the Effective Date shall have the right to enter upon the Property upon forty-eight (48) hours advance notice for the purpose of inspection, preparation of plans, taking of measurements, the making and performance of tests reviews and analysis and generally for the ascertainment of the condition of the Property and the obtaining of such information and data with respect to such condition as may be necessary to Buyer, subject to Buyer’s agreement to restore the Property to its prior condition.
12.2 Buyer’s right to access the Property and all of the inspections and tests to be conducted by Buyer under this Agreement are to be done so as not to unreasonably interfere with the operations of any tenant at the Property. Buyer shall be solely responsible for and shall indemnify Seller against all damages or loss of any kind or nature whatsoever whether to persons or to property which may arise directly as a result of the acts or omissions of Buyer or its representatives, agents, designees and/or contractors in connection with any inspection test or investigation conducted by any such parties in connection with Buyer’s inspection rights. The provisions of this Section 12.2 shall survive the termination of this Agreement.
Entry Prior to Closing. Prior to the Closing, Buyer and its agents and employees shall be authorized to enter upon the Property in order to inspect, appraise and survey the Property; provided, however, that Buyer shall coordinate such inspection with Seller, and provided further that at all times Buyer shall comply with applicable laws; shall save and protect Seller harmless from any and all liability on account of the actions of Buyer, its agents or employees, upon the Property; shall cause no harm or damage to the Property; and shall not allow any liens to be filed against the Property as a result of such activities of Buyer, its agents or employees.
Entry Prior to Closing. Buyer shall not excavate, perform any construction on, or otherwise enter onto the Property prior to Closing without Seller’s advance written consent, which consent may be withheld for any reason whatsoever. Without limiting the foregoing, Seller may condition its consent upon ▇▇▇▇▇’s provision of a bond or other assurances as Seller may request in its sole discretion. Seller or its representatives shall have the right to accompany Buyer or its representatives during any entry upon the Property. Buyer shall indemnify and hold Seller harmless from and against any loss, claim or liability (including, without limitation, court costs and reasonable attorney’s fees) to the Property arising or resulting from the negligence or willful misconduct of Buyer, its agents, employees or contractors during any entry upon the Property prior to Closing, and Buyer shall repair any and all physical damage done to the Property by Buyer, its agents, employees or contractors during such entry.
Entry Prior to Closing. (a) Sunray shall have the unlimited right to enter upon the Town Lands upon twenty-- four (24) hours of written notice to Town in advance, for purposes of carrying out appraisals, soil tests, groundwater analysis, environmental analyses, inspections, due diligence enquiries and other investigations relating to the Town Lands and for preparing surveys or other plans with respect thereto. Sunray shall restore the Town Lands to nearly as reasonably possible to the state in which it was before the commencement of any such activities. In exercising the rights in this Section, Sunray shall make all reasonable efforts to minimize disruptions and inconvenience to the Town.
Entry Prior to Closing