Common use of Evaluation Period Clause in Contracts

Evaluation Period. Until 5:00 p.m. Eastern time on August 16, 2002 (the "Evaluation Period"), Purchaser and its authorized agents and representatives (for purposes of this Article V, the "Licensee Parties") shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Evaluation Period. Until For a period ending at 5:00 p.m. Eastern time Time on August 16May 29, 2002 (the "Evaluation PeriodEVALUATION PERIOD"), Purchaser and its authorized agents and representatives (for purposes of this Article V, the "Licensee PartiesLICENSEE PARTIES") shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours (and no less than one (1) Business Day) prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser may communicate with or contact Authorities regarding the Property without the prior consent of Seller so long as such communication or contact is not reasonably expected to cause an inspection of the Property by such Authorities, provided that, if Purchaser becomes aware that an inspection by any of such Authorities is likely as a result of Purchaser's request for information, then Purchaser shall elect to communicate with any of the Authorities withdraw such request and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and not renew such request without first obtaining Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetingsprior written consent. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Evaluation Period. Until (a) For a period (the "EVALUATION PERIOD") ending at 5:00 p.m. Eastern time Time on August 16, 2002 the forty-fifth (45th) day after the "Evaluation Period")Effective Date, Purchaser and its authorized agents and representatives representatives, including consultants (collectively, for purposes of this Article V, the "Licensee PartiesLICENSEE PARTIES") ), shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry entry, communication and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser may communicate with or contact Authorities regarding the Property without Seller's prior written consent so long as such communication or contact is not reasonably expected to cause an inspection of the Property by such Authorities, provided that, if Purchaser becomes aware that an inspection by any of such Authorities is likely as a result of Purchaser's request for information, then Purchaser shall elect to communicate with any of the Authorities withdraw such request and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and not renew such request without first obtaining Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetingsprior written consent. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Evaluation Period. Until 5:00 For a period ending at 6:00 p.m. Eastern time Time on August 16March 4, 2002 2019 (the "“Evaluation Period"”), Purchaser and continuing thereafter until Closing or the earlier termination of this Agreement, the ROFO (RM) Parties, the ROFO (RM) Parties’ Affiliates, HIG, its affiliates, and each of their authorized agents agents, lenders, consultants and representatives (for purposes of this Article V, the "“Licensee Parties"”) shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Redemption Property. Purchaser The ROFO (RM) Parties will provide to Seller MC Owner notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser the ROFO (RM) Parties or the other Licensee Parties to enter the Real Property at least 24 hours one (1) Business Day prior to such intended entry and specify the intended purpose therefor and the inspections and examinations (collectively, the “Investigations”) contemplated to be made and with whom any Licensee Party will communicate. At Seller's MC Owner’s option, Seller MC Owner may be present for any such entry and inspection. Purchaser the ROFO (RM) Parties shall not communicate with or contact any of the Tenants or any of the Authorities (except for the purposes of obtaining and generating due diligence reports and materials including, without limitation, due diligence regarding any the ROFO (RM) Parties redevelopment plans) without the prior written consent of Seller, which consent shall MC Owner not to be unreasonably withheld withheld, conditioned or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling which is more invasive than a Phase I environmental study shall be conducted during any such entry by Purchaser the ROFO (RM) Parties or any Licensee Party upon the Real Property without Seller's MC Owner’s specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Evaluation Period. Until 5:00 p.m. Eastern time on August 16The Subscriber may evaluate the Software for a period of thirty (30) days with such period extendable by prior written agreement of the parties. Subscriber expressly acknowledges Vendor’s representation that the Software is confidential and proprietary to Vendor and/or its third party data suppliers and constitutes or incorporates trade secrets of Vendor and/or its third party data suppliers. Subscriber shall receive and maintain the content as a confidential disclosure and shall not disclose the content or any part thereof to any other person or entity except Nominated Consultants, 2002 (Affiliates, directors, officers, agents or employees of Subscriber or as permitted by Vendor hereinafter for the "Evaluation Period"), Purchaser and its authorized agents and representatives (for purposes purpose of this Article Vevaluating the Data. Notwithstanding the foregoing, the "Licensee Parties"obligation to maintain confidentiality of the content shall not extend to: any content that is in the public domain other than as a result of Subscriber’s breach of confidentiality or the wrongful conduct of others; or any content that has been given to Subscriber by a third party who is not known by Subscriber to be in breach of any obligation of secrecy to Vendor; or any content which Subscriber is required to provide or disclose to any court, government or regulatory body of competent jurisdiction; or any content already in Subscriber’s free possession at the time of its disclosure by the Vendor or on Vendor’s behalf to Subscriber; or any content independently developed by the Subscriber without reference to the Data; or any content that Subscriber is required to provide or disclose under any law, statute, regulation, directive, decree, order or notification binding on Subscriber. Vendor agrees to treat all information and other materials which are (or have been) shall have the right, disclosed or provided by (or on behalf of) Subscriber as confidential and not to disclose it or them to anyone without Subscriber’s prior written consent (subject to the right exceptions described in clauses (i) – (v) above) . This includes, without limitation, the fact of Subscriber’s engagement with Vendor, the terms of this Agreement, Subscriber’s interest in any Tenantsparticular type of Data, any industries or areas of discussion or in any companies in any relevant industries/areas. Vendor agrees not to act on this information in any way, including in any manner that might constitute market abuse. In the event that a receiving party receives a request, or is required, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection disclose any confidential information under a subpoena, court order, statute, law, rule, regulation or inquiry issued by a court of the Real Propertycompetent jurisdiction or by a judicial or administrative agency, the Improvements and the Personal Property. Purchaser will provide to Seller notice legislative body or committee, or self-regulatory organization (for purposes of this Section 5.1(aeach a “Legal Request”), such receiving party shall, as permitted by law, promptly notify the disclosing party in writing of such demand for disclosure so that such disclosing party may seek to avoid or minimize the Legal Request or obtain an "Entry Notice") appropriate protective order or other relief, or in the discretion of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and disclosing party, waive compliance with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1Agreement. If so requested, such receiving party shall reasonably cooperate in the defense against any Legal Request. If such disclosing party is unable to obtain or does not seek a protective order and such receiving party is legally required to disclose such confidential information, such receiving party will disclose only that portion of the requested confidential information that it is required to disclose. Such disclosing party agrees to reimburse such receiving party for its reasonable expenses, including the reasonable fees and expenses of its counsel, in connection with action taken pursuant to this paragraph. Notwithstanding the foregoing, notice to such disclosing party shall not be required where disclosure is made in response to an examination by a regulatory or self-regulatory authority. License. Vendor grants Subscriber, its Affiliates and Nominated Consultants a worldwide, royalty-free license to access, copy and use the Data as further described herein. This license includes the right for Subscriber, its Affiliates, and Nominated Consultants to (i) allow the Data to be accessed, used and operated on Subscriber’s (and its Affiliate’s and Nominated Consultant’s) behalf by Subscriber’s (and its Affiliate’s and Nominated Consultant’s) service providers, provided that the service providers may only use the Software for the purpose and in the course of providing services for Subscriber (or its Affiliates and Nominated Consultants); (ii) allow a service provider, for the benefit of Subscriber (or its Affiliates and Nominated Consultants), to access, copy and host Data on computers and other media at a service provider facility, regardless of location; (iii) use any Data internally at any location in the ordinary course of its various businesses and business groups, including (a) in connection with the purchase and sale of securities and other financial instruments and (b) use in backtesting (testing how a trading strategy would have performed if it had been implemented in the past using historical data), research, and analysis and use in the creation of algorithms; (iv) import any Data into its various databases, and internally redistribute among its departments and Affiliates at any location any such Data or databases without restriction; and/or (v) disclose externally Insubstantial Amounts of the Data.

Evaluation Period. Until For the period ending at 5:00 p.m. Eastern time on August 16May 29, 2002 (the "Evaluation PeriodEVALUATION PERIOD"), Purchaser and its authorized agents agents, partners, lenders, officers, employees, advisors, attorneys, accountants, architects, engineers and other representatives (for purposes of this Article V, the "Licensee PartiesLICENSEE PARTIES") shall have the right, subject to the right interests of any TenantsTenant arising pursuant to the Lease, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection and evaluation of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry NoticeENTRY NOTICE") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants Tenant or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Seller agrees to coordinate a meeting between Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and SellerTenant's representatives shall have at a mutually convenient time during the right, but not the obligation, to attend, and participate in, all such meetingsEvaluation Period. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental invasive physical testing or invasive sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld withheld, conditioned or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Evaluation Period. Until 5:00 For a period ending at 4:00 p.m. Eastern time Pacific Time on August 16, 2002 the thirtieth (30th) day after the Effective Date (the "Evaluation Period"), Purchaser and its authorized agents and representatives (for purposes of this Article V, the "Licensee Parties") shall have the rightright to perform inspections of the Property, subject to subject, however, to, and in accordance with, the right terms and conditions of any Tenants, to this Article V and the rights of Tenant under the Lease. Purchaser shall not enter upon the Real Property at all reasonable times during normal business hours to perform an inspection without first (i) notifying Seller in writing of the Real Propertydate and time of its intended entry, the Improvements purpose for which such entry is desired, and the Personal Propertyconsultants, if any, who shall make such entry, and (ii) receiving from Seller its written consent to allow such entry, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser will provide Upon receipt of such notice, Seller shall promptly communicate with Tenant in order to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior obtain Tenant’s consent to such intended entry to the extent required under the Lease and specify the intended purpose therefor to otherwise coordinate such entry with Tenant and the inspections to satisfy landlord’s prior notice obligations and examinations contemplated any other preconditions to be made and with whom any Licensee Party will communicate. At Seller's option, Seller such entry as may be present for any such entry and inspectioncontained in the Lease. Purchaser shall not communicate with or contact any Tenant or Guarantor unless a representative of Seller shall be included in the Tenants or communication and/or contact. Purchaser shall not communicate with any of the Authorities without the prior written consent of Seller, which consent shall will not be unreasonably withheld withheld, conditioned or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall will not be unreasonably withheld withheld, conditioned or unduly delayed. Purchaser will provide to Seller notice of the intention of Purchaser or the other Licensee Parties to conduct such physical sampling or testing at least three (3) Business Days prior to such intended sampling or testing, which notice shall set forth the testing or sampling contemplated to be made. At Seller's option, Seller and/or its consultants may be present for any such testing or sampling and may require that such testing or sampling be done during normal business hours. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Evaluation Period. Until 5:00 For a period ending at 6:00 p.m. Eastern time Time on August 16February 26, 2002 2019 (the "“Evaluation Period"”), Purchaser and continuing thereafter until Closing or the earlier termination of this Agreement, Purchaser, Purchaser’s Affiliates, HIG, its affiliates, and each of their authorized agents agents, lenders, consultants and representatives (for purposes of this Article V, the "“Licensee Parties"”) shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours one (1) Business Day prior to such intended entry and specify the intended purpose therefor and the inspections and examinations (collectively, the “Investigations”) contemplated to be made and with whom any Licensee Party will communicate. At Seller's ’s option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities (except for the purposes of obtaining and generating due diligence reports and materials including, without limitation, due diligence regarding any Purchaser redevelopment plans) without the prior written consent of Seller, which consent shall Seller not to be unreasonably withheld withheld, conditioned or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling which is more invasive than a Phase I environmental study shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's ’s specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Evaluation Period. Until For the period ending at 5:00 p.m. Eastern time on August 16May 29, 2002 (the "“Evaluation Period"”), Purchaser and its authorized agents agents, partners, lenders, officers, employees, advisors, attorneys, accountants, architects, engineers and other representatives (for purposes of this Article V, the "“Licensee Parties"”) shall have the right, subject to the right interests of any TenantsTenant arising pursuant to the Lease, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection and evaluation of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "“Entry Notice"”) of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's ’s option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants Tenant or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Seller agrees to coordinate a meeting between Purchaser shall elect to communicate with any of and Tenant’s representatives at a mutually convenient time during the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetingsEvaluation Period. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental invasive physical testing or invasive sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's ’s specific prior written consent, which consent shall not be unreasonably withheld withheld, conditioned or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Evaluation Period. Until For a period (the “Evaluation Period”) ending at 5:00 p.m. Eastern time Time on August 16, 2002 the sixtieth (60th) day after the "Evaluation Period")Effective Date, Purchaser and its authorized agents and representatives representatives, including consultants (collectively, for purposes of this Article V, the "“Licensee Parties") ”), shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's ’s option, Seller may be present for any such entry entry, communication and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser may communicate with or contact Authorities regarding the Property without Seller’s prior written consent so long as such communication or contact is not reasonably expected to cause an inspection of the Property by such Authorities, provided that, if Purchaser becomes aware that an inspection by any of such Authorities is likely as a result of Purchaser’s request for information, then Purchaser shall elect to communicate with any of the Authorities withdraw such request and Seller consents thereto, Purchaser shall give Seller not renew such request without first obtaining Seller’s prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetingswritten consent. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's ’s specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Evaluation Period. Until For the period ending at 5:00 p.m. Eastern time on August 16February 14, 2002 2000 (the "Evaluation PeriodEVALUATION PERIOD"), Purchaser and its authorized agents and representatives (for purposes of this Article V, the "Licensee PartiesLICENSEE PARTIES") shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry NoticeENTRY NOTICE") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayedunless a representative of Seller is present. If Purchaser shall elect elects to communicate meet with any of the Authorities and Seller consents theretoregarding the condition of the Property or to obtain the City Consent, Purchaser it shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.