Common use of Inspection and Feasibility Clause in Contracts

Inspection and Feasibility. Buyer shall have from the date of this Agreement until close of business on June 6, 1997 (the "Inspection Period") in which to conduct inspections and feasibility studies of the Property which may include, but not be limited to, surveyors, soils inspections, environmental site assessment, engineering, and any other physical and environmental tests and inspections which Buyer may elect to undertake, all at Buyer's sole cost. Buyer shall provide Seller with a plan outlining the particulars of its proposed inspection of the Property ("Work Plan"). Buyer shall not proceed with implementing the Work Plan without first obtaining Seller's written approval, which shall not be unreasonably withheld. If within the Inspection Period, Buyer for any reason determines that the Property is not appropriate for its purposes, Buyer shall notify Seller in writing, and escrow shall be terminated in accordance with subparagraph 5.7 hereof. Failure of written notice of rejection of the Property by Buyer within the Inspection Period shall be deemed acceptance by Buyer. For said Inspection Period, Seller grants Buyer and/or Buyer's nominees or consultants, engineers, and other agents and contractors the right to enter upon the Property during reasonable business hours for the purpose of conducting such examinations and tests as approved in the Work Plan. Buyer shall keep the Property free and clear of any mechanic's liens arising out of Buyer's entry on the Property. Buyer represents and warrants that Buyer carries not less than $1,000,000 commercial general liability insurance with contractual liability endorsement to cover this Agreement which will also cover any person accessing the Property for Buyer's inspection and feasibility hereunder. Buyer shall deliver evidence of such insurance coverage to Seller before any such access. Seller shall cooperate with Buyer in facilitating Buyer's investigation at no cost to Seller, including obtaining information from and approvals for testing from governmental authorities. Buyer shall indemnify Seller and hold Seller harmless from the negligence or willful misconduct of Buyer or Buyer's agents on the Property or any damage, loss, claim, lien cost or expense including attorneys' fees and costs arising from the exercise by Buyer or its employees, consultants, agents, or representatives of access to the Property for inspection and feasibility under this Agreement. Any inspection, test or other study or analysis of the Property under this paragraph shall be performed at Buyer's expense and in strict accordance with applicable law. Buyer agrees at its expense to restore the Property from any damage or material alteration caused by any inspections or tests ordered by Buyer or its agents or consultants. Buyer agrees to provide Seller, upon Seller's request, with a copy of any written inspection or test report or summary Buyer has caused to have done or received regarding the Property, provided such material shall be delivered to Seller without any representations or warranties from Buyer, and Seller agrees it shall not rely on such material without the prior written consent of the party preparing same.