Inspection Audit and Financing Clause Samples
The 'Inspection, Audit and Financing' clause establishes the rights and procedures for parties to inspect and audit relevant records, assets, or operations, often in the context of verifying compliance or financial standing. Typically, this clause allows one party to review documents, conduct site visits, or request financial information to ensure that contractual obligations are being met and that the other party remains financially sound. Its core function is to provide transparency and accountability, helping to prevent fraud or mismanagement and ensuring that both parties can trust the accuracy of reported information.
Inspection Audit and Financing. Section 5.1
Inspection Audit and Financing. Section 5.1. Access During the pendency of this Agreement, Purchaser, personally or through its authorized agent or representative (Purchaser and such Persons are referred to collectively as the “Purchaser Designees”), shall be entitled upon reasonable advance notice to Sellers’ Representative to enter upon the Real Property during normal business hours and shall have the right to make such investigations and conduct discussions with Tenants as Purchaser deems necessary or advisable, subject to and in accordance with the following: (a) such access shall not violate any law or agreement to which Owner or any Seller is a party or otherwise expose Owner or any Seller, solely as a result of such access, to a material risk of liability; (b) Sellers shall cooperate with Purchaser as reasonably requested by Purchaser from time to time in facilitating such activities of the Purchaser Designees, and Purchaser shall identify such Purchaser Designees to Sellers promptly from time to time upon request of Sellers; (c) Purchaser Designees shall not unreasonably interfere with the use, occupancy or enjoyment of any Tenant or subtenants of the Shopping Center or their respective employees, contractors, customers or guests; (d) none of the Purchaser Designees shall inflict physical damage to the Shopping Center or any portion thereof that is not repaired by Purchaser; (e) upon request from Sellers’ Representative, before any Purchaser Designee enter onto the Shopping Center, Purchaser shall deliver to Sellers’ Representative a certificate of insurance naming each of Owner and each Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of not less than $1,000,000 per occurrence for bodily or personal injury or death and $1,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews and all communications with Tenants on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless from, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages to the extent resulting from or relating to any gross negligence or intentional misconduct in performing the activities of Purchaser Designees under this Section 5.1; and (g)...
Inspection Audit and Financing