Inspection of Assets. For a period of forty five (45) days following the execution of this Agreement, but in any event, no later than 5:00 p.m. local time in Lafayette, Louisiana on April 7, 2006 (the “Environmental Examination Period”), and thereafter until Closing, Seller shall allow Buyer, or use reasonable efforts to cause Buyer to have, reasonable access to the Assets for the purpose of inspecting the environmental and physical condition of the same. To the extent Seller has the authority to grant such right (and Seller shall use its reasonable efforts to cause third party operators to grant such right), Buyer shall have the right to conduct environmental reviews related to the environmental and physical condition of the Assets so long as the tests do not unreasonably interfere with the operation of the Assets. Buyer shall keep the results of all such reviews and tests confidential pursuant to the terms of the Confidentiality Agreement and shall provide the results of the same to Seller. BUYER’S ACCESS TO THE ASSETS SHALL BE AT BUYER’S SOLE RISK, COST AND EXPENSE AND BUYER SHALL FOREVER RELEASE SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, OFFICERS, EMPLOYEES AND AGENTS FROM AND SHALL FULLY PROTECT, INDEMNIFY AND DEFEND AND HOLD THEM HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS RELATING TO, ARISING OUT OF, OR IN CONNECTION WITH BUYER’S EXERCISE OF ITS RIGHTS UNDER THIS SECTION 5.01, INCLUDING WITHOUT LIMITATION, CLAIMS RELATING TO (A) INJURY OR DEATH OF ANY PERSON OR PERSONS WHOMSOEVER, (B) DAMAGE TO OR LOSS OF ANY PROPERTY OR RESOURCE, (C) COMMON LAW CAUSES OF ACTION SUCH AS NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, NUISANCE OR TRESPASS, OR (E) FAULT IMPOSED BY STATUTE, RULE, REGULATION OR OTHERWISE. THE INDEMNITY OBLIGATION AND RELEASE PROVIDED HEREIN SHALL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS OF SELLER, ITS AFFILIATES OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES AND AGENTS; PROVIDED, HOWEVER, THIS INDEMNITY OBLIGATION AND RELEASE SHALL NOT APPLY TO ANY CLAIM THAT ARISES OUT OF OR RESULTS FROM ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SELLER OR ITS AFFILIATES. In connection with the foregoing, Buyer shall provide evidence promptly after the execution of this Agreement, that Buyer has general public liability and property damage insurance for the operation of its business (including, but not limited to, inspecting the Tar...
Inspection of Assets. Allow Agent, Lenders and their representatives access to inspect the Assets, including the Personal Property Collateral, the Real Property Collateral, the Radio Stations, and the Newspapers, upon reasonable notice by Agent or Lenders to the Borrowers. All informational requests and notices by Agent shall be directed to Guarantor or to the officers of BMC L.P.
Inspection of Assets. Buyer shall conduct a thorough environmental and physical condition assessment of the Assets. Buyer and its agents shall have the right to enter upon and within the Assets and all buildings and improvements thereon, inspect the same, conduct soil and water tests and borings, and generally conduct such tests, examinations, investigations and studies as may be necessary or appropriate in Buyer’s sole judgment for the preparation of appropriate engineering and other reports and judgments relating to the Assets, their condition, and the presence of waste or contaminants. Buyer shall keep any data or information acquired by all such examinations and the results of all analyses of such data and information strictly confidential and not disclose same to any person or agency without the prior written approval of Seller; provided that, if Buyer or its agents obtain information that subjects it to any reporting requirement or duty to disclose under any environmental law, Buyer shall not be required to obtain Seller’s approval prior to making the required report or disclosure, but Buyer shall notify Seller that it has made the required report or disclosure within a reasonable time. Buyer shall also supply a copy of any data or information compiled by Buyer to Seller if requested, at no cost to Seller. Should Buyer receive a written third party environmental review or assessment and should the transaction contemplated by this Agreement fail to close, the environmental review or assessment shall become the property of the Seller. Buyer shall furnish Seller copies of all information to any such environmental assessment.
Inspection of Assets. Seller shall permit Purchaser's authorized representative to conduct, during normal business hours and at Purchaser's sole risk, cost and expense, reasonable on-site inspections of the Assets operated by Seller. PURCHASER SHALL INDEMNIFY AND DEFEND SELLER AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SERVANTS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSSES ARISING FROM SUCH INSPECTIONS, NOTWITHSTANDING THE NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE, STRICT LIABILITY, STATUTORY LIABILITY OR OTHER FAULT OF ANY SUCH INDEMNIFIED PARTY, OR THE EXISTENCE OF ANY DEFECT, WHETHER KNOWN OR UNKNOWN, PATENT, LATENT OR OTHERWISE.
Inspection of Assets. Buyer shall have obtained environmental engineering reports and mechanical and electrical engineering reports and surveys (including those referred to in Section 5.17 above), if Buyer elects to obtain them, at Buyer's cost, indicating a condition of the Assets acceptable to Buyer. Buyer and its representatives shall have had and continue to have reasonable rights of inspection of the Assets, and the results of Buyer's inspection shall be acceptable to Buyer in Buyer's sole discretion.
Inspection of Assets. STIZ shall have completed STIZ -------------------- inspections of the Assets, which inspections may include, at STIZ's option, an audit of the evaluated Inventory and the carrying costs reflected thereon, and an inspection of STI's books and records relating to the Assets and the Business, the results of which inspections will be satisfactory to STIZ in STIZ's sole discretion. STI will provide reasonable access to the Assets to STIZ and its agents for purposes of conducting such inspection. This inspection contingency shall be deemed to have been satisfied unless STIZ provides written notice to STI prior to the Closing of STIZ's disapproval of the results of such inspection.
Inspection of Assets. Following execution of this Agreement and through the time of Closing, Buyer shall have full access to the Assets so that Buyer may visually (and otherwise) fully inspect the Lands, and the Wellx xxx Equipment, and conduct or cause to be conducted such environmental survey(s) in connection therewith which Buyer, in its sole discretion, deems advisable or prudent.
Inspection of Assets. At any time mutually acceptable by the parties hereto, Buyer may inspect the Premises and all the Assets of the Dental Practice and any of the financial books of the Dental Practice on or before the Closing date. If prior to Closing date examination of the Premises or Assets reveals any legal defect to title (including any encumbrances) or any other defective condition to the Premises or any Asset being purchased herein that is not specifically noted and listed on the attached Schedules or otherwise, Buyer may declare this Agreement null and void or provide that the Seller shall have thirty (30) calendar days after written notice from Buyer in which to negotiate an acceptable resolution to Buyer’s satisfaction or correct such defect or condition and, if necessary, extend the Closing date accordingly. In the event, the Seller is unable to correct such defect within thirty (30) days, unless the parties otherwise agree, Buyer may declare this Agreement null and void.
Inspection of Assets. Buyer will inspect the Stations pursuant to Section 6. Except as otherwise provided in this Definitive Agreement or the Ancillary Agreements, and, subject to the provisions of this Definitive Agreement and the Ancillary Agreements, Buyer will accept conveyances of the Stations in their physical condition on the date of this Agreement, reasonable wear and tear excepted.
Inspection of Assets. Prior to Closing, Buyer has, at its sole discretion, expense and risk, visited and physically inspected and tested the Assets, including without limitation, inspection and testing for the purpose of detecting the presence of violation of any Environmental Law. For purposes of this Agreement, the term “Environmental Law” shall mean shall mean any and all federal, state and local statutes, regulations, rules, orders, ordinances or permits of any governmental authority pertaining to health, the environment, wildlife and natural resources in effect in any and all jurisdictions in which the Assets are located, including, without limitation: (a) the Federal Clean Air Act, as amended; (b) the Federal Water Pollution Control Act, as amended; (c) the Federal Oil Pollution Act (“OPA90”), as amended; (d) the Federal Rivers and Harbors Act, as amended; (e) the Federal Safe Drinking Water Act, as amended; (f) the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), as amended; (g) the Federal Superfund Amendments and Reauthorization Act (“XXXX”), as amended; (h) the Federal Resource Conservation and Recovery Act (“RCRA”), as amended, (i) the Hazardous and Solid Waste Amendments Act, as amended; (j) the Toxic Substances Control Act, as amended; (k) the Federal Occupational Safety and Health Act (“OSHA”), as amended; and (l) the Federal Hazardous Materials Transportation Act, as amended.
