Common use of Inspection of the Property Clause in Contracts

Inspection of the Property. Purchaser shall have the right to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisable in its sole discretion provided that: (i) Purchaser gives Seller reasonable prior written notice; (ii) such investigations are not invasive in nature; and (iii) Purchaser does not unreasonably interfere, as determined by Seller, with Seller’s operation of the Hotel or its guests at the Hotel or any tenants under any Leases. Purchaser shall order all third-party Inspections within five (5) Business Days of the Effective Date. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”). Seller shall provide complete access to the Property for Purchaser’s Inspectors to perform the Inspections, subject to the rights of tenants and guests at the Property; provided, however, Purchaser shall coordinate with Seller and its agents to carry out any such Inspection so as to minimize, to the greatest extent possible, interference with Seller’s business and otherwise in a manner reasonably acceptable to Seller. Purchaser shall indemnify and hold Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs actually incurred) arising out of Purchaser’s Inspections or tests or other entry onto the Property by Purchaser or its employees, agents, representatives, contractors and lenders and shall maintain adequate insurance to cover the foregoing, which insurance shall name Seller as an insured party; provided, however, that the foregoing indemnity shall not apply to any conditions that are discovered on, under or about the Property by Purchaser or its employees, agents, representatives, contractors and lenders. This indemnity shall survive the Closing or any earlier termination of this Agreement.

Inspection of the Property. 4.1.1. From the Effective Date until the date that is forty-five (45) days following the Effective Date (the “Inspection Period”), and thereafter until the Closing or earlier termination of this Agreement, Purchaser shall have and an Affiliate of Meridian Senior Living, LLC (“JV Partner”), and their respective Affiliates, and their and their respective Affiliates’ employees, representatives, agents, consultants, engineers, appraisers, counsel, accountants, independent contractors and other authorized representatives (collectively, the right to perform such examinations“Purchaser Parties”) may enter upon the Property, upon Seller’s prior consent, which consent may not be unreasonably withheld, conditioned or delayed, for the purposes of performing, at Purchaser’s sole cost and expense, investigations, inspections, tests, investigations surveys, studies and studies analyses thereon so that the Purchaser Parties will have the opportunity to conduct a comprehensive due diligence review of the Property (and the “Inspections”) as Purchaser reasonably deems advisable in its sole discretion provided that: businesses conducted thereon, including for the purpose of (i) Purchaser gives Seller reasonable prior written notice; reviewing Resident Agreement files (subject to confidentiality restrictions required by applicable law), (ii) meeting with and interviewing the Manager’s Facility Management personnel and such investigations are other personnel at each of the Facilities as Seller and Existing Operator may approve (such approval not invasive to be unreasonably withheld, conditioned or delayed), and Seller and Existing Operator shall use commercially reasonable efforts to cause Manager to provide the Purchaser Parties with all such access. Seller and Existing Operator shall, and shall use commercially reasonable efforts to cause Manager to, furnish such additional financial and operating data and other information that is in nature; and their or Manager’s control or possession (iiior which is available thereto) as the Purchaser does not unreasonably interfere, as determined by Parties shall from time to time reasonably request. Seller, with Seller’s operation Existing Operator and Manager shall each be entitled to have a representative present during the entry by any of the Hotel Purchaser Parties onto the Property and in all meetings, calls or its guests at other contacts or communications with the Hotel or any tenants under any Leasestheir respective personnel. Purchaser shall order all third-party Inspections within five (5) Business Days and shall cause each of the Effective Date. other Purchaser may conduct the Inspections with its officersParties to) at all times (x) not cause damage, employeesloss, contractorsliability, consultantscost or expense to Seller, agents any Facility (or representatives (“Purchaser’s Inspectors”). Seller shall provide complete access to the Property for Purchaser’s Inspectors to perform the Inspections, subject to the rights any other portion of tenants and guests at the Property; provided) or any Resident or tenant of any Facility, howeverand (y) not unreasonably interfere with or disturb Manager’s operations or any Resident or tenant of the Facility. To the extent of any damage caused by Purchaser or any other Purchaser Party to any Facility or any other portion of the Property, Purchaser shall coordinate with indemnify Seller from and its agents to carry out any such Inspection so as to minimizeagainst, to and promptly reimburse Seller for, the greatest extent possible, interference with cost of restoration of (or at Seller’s business demand, promptly restore) such Facility to its condition immediately preceding Purchaser Parties’ entry onto the Property, and otherwise in shall keep the Property free and clear of any mechanic’s liens or materialmen’s liens arising as a manner reasonably acceptable to Sellerresult of such entry, inspections and investigations. Purchaser shall indemnify indemnify, defend, and hold Seller Seller, Existing Operator, Manager and their respective Affiliates harmless from for, from, and against any and all liensclaims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchaser Parties (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned, leased or otherwise used by Seller, Existing Operator, Manager or others (including claims or liabilities for loss of use of any property) resulting from the entry of any of the Purchaser Parties upon the Property pursuant to this Section 4.1.1, provided that (i) such obligation shall be subject in all respects to recoveries received by or available to Seller, Existing Operator and Manager pursuant to policies of casualty insurance maintained by them, it being the intent of the parties that such policies shall be the first source of recovery for any casualty event, and (ii) Purchaser’s indemnification obligations under this Section 4.1.1 expressly excludes (A) any damage, claims, causes liability, losses or expenses caused by Seller, Existing Operator, Manager, or any of actiontheir agents, damagesemployees or representatives, liabilities (B) the mere discovery of or existence of any pre-existing condition on the Property (including, without limitation, any pre-existing environmental contamination), and expenses (including reasonable attorneys’ fees C) and court costs actually incurred) arising out of consequential, punitive or special damages or lost profits. Purchaser’s Inspections or tests or other entry onto the Property by Purchaser or its employees, agents, representatives, contractors and lenders and shall maintain adequate insurance to cover the foregoing, which insurance shall name Seller as an insured party; provided, however, that the foregoing indemnity shall not apply to any conditions that are discovered on, under or about the Property by Purchaser or its employees, agents, representatives, contractors and lenders. This indemnity obligation set forth in this Section 4.1.1 shall survive the Closing or any earlier termination of this AgreementAgreement and Closing, and shall not be subject to the terms and limitations set forth in Article IX.

Inspection of the Property. Purchaser shall have the right to perform such examinationsBeginning on July 18, tests2018 and ending at 6:00 pm Eastern time on September 4, investigations and studies of the Property 2018 (the “InspectionsDue Diligence Period”) as ), Purchaser reasonably deems advisable in its sole discretion provided that: (i) Purchaser gives Seller reasonable prior written notice; (ii) such investigations are not invasive in nature; and (iii) Purchaser does not unreasonably interferePurchaser’s affiliates, as determined by Seller, with Seller’s operation of the Hotel or its guests at the Hotel or any tenants under any Leases. Purchaser shall order all third-party Inspections within five (5) Business Days of the Effective Date. Purchaser may conduct the Inspections with its officersengineers, employees, contractors, consultants, agents or and representatives (“Purchaser’s InspectorsAgents”) shall have the right (subject to the Inspection Cap) to undertake a due diligence review of 100% of the Property. Any and all diligence activities shall be governed by the Access Agreement, dated as of July 20, 2018, by and between Seller and Purchaser, as amended from time to time (the “Access Agreement”). During the Due Diligence Period, with prior written notice of no less than two (2) days to Seller, and at reasonable times, Purchaser shall also have the right to conduct inspections of the Property, including, without limitation, physical examinations, structural tests, due diligence investigations, and feasibility studies (collectively, the “Inspections”). Seller shall give Purchaser and Purchaser’s Agents reasonable access to relevant personnel during regular business hours and with reasonable prior written notice and shall provide complete access to all internal and external reports, books, records, contracts, data, documentation and any other information related to the Property in Seller’s possession or control. Seller shall provide access to all requested documentation and information in Seller’s possession or control in a timely manner. Seller shall provide interior access (on a one time basis) for Purchaser’s Inspectors up to perform fifteen percent (15%) of the Inspections, occupied Properties (the “Inspection Cap”). Seller and Purchaser shall confer promptly after the Effective Date to identify the Properties for which Seller will attempt to provide access. All Inspections shall be conducted in compliance with the Access Agreement and subject to the rights of all tenants in possession. Purchaser agrees that it shall not enter any homes currently leased to a tenant without a representative of the applicable Seller Entity being present, and guests at the Property; provided, however, Purchaser shall coordinate with Seller and its agents to carry out any such Inspection so as to minimize, only upon advance notice to the greatest extent possiblerespective tenant(s), interference with Seller’s business and otherwise in as required under the terms of the applicable Lease. Notwithstanding the foregoing, Seller reserves the right to have a manner reasonably acceptable to Seller. Purchaser shall indemnify and hold representative of Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs actually incurred) arising out of Purchaser’s Inspections or tests or other entry onto the Property by accompany Purchaser or its employeescontractors, agents, representativesemployees and the like, contractors and lenders and during any Inspection or the conduct of any other physical investigation of the Property. The parties hereto hereby agree that Closing shall maintain adequate insurance be conditioned upon Purchaser obtaining acceptable financing prior to cover the foregoing, which insurance shall name Seller as an insured party; provided, however, that expiration of the foregoing indemnity shall not apply to any conditions that are discovered on, under or about the Property by Purchaser or its employees, agents, representatives, contractors and lenders. This indemnity shall survive the Closing or any earlier termination of this AgreementDue Diligence Period.

Inspection of the Property. Purchaser shall have Buyer may during the right Inspection Period determine whether the Property is suitable for Buyer’s intended development and/or use thereof. Subject to perform such examinationsthe limi- tations set forth in this Section and the requirements set forth in Section 7.3 below, Buyer, its agents, em- ployees, and contractors, may access the Property for the purpose of making inspections, surveys, soil and drainage tests, investigations and studies generally collecting information deemed necessary by Buyer to make its determination as to the suitability of the Property for Buyer’s intended development and/or use, all at Buyer’s sole cost and expense. Within five (5) business days after the Effective Date, Seller shall deliver copies of the fol- lowing documents to Buyer (but only if such documents exist, are currently in Seller’s possession and readily accessible, and relate to the Property): title insurance policy, survey, environmental reports, and building condition reports. If Buyer desires to enter upon the Property (or have a representative of or con- sultant for Buyer enter upon the Property), Buyer shall give Seller five (5) business days’ prior notice of the time of such proposed entry and Seller (or its representative) is entitled to be present during such entry. Buyer shall furnish Seller a copy of any “Phase I” or other report concerning the Property obtained by Buyer during the course of its due diligence efforts. In addition, Buyer shall not conduct any invasive testing of the Property (e.g., a Phase II environmental assessment, geotechnical borings, etc.) without the “Inspections”) as Purchaser reasonably deems advisable prior written consent of Seller (which consent may be withheld in its Seller’s sole discretion provided that: (i) Purchaser gives without considering the interests of Xxxxx). In connection with any such request for consent, Buyer shall furnish to Seller reasonable prior written notice; (ii) such investigations are not invasive in nature; and (iii) Purchaser does not unreasonably interfere, as determined by Seller, with Seller’s operation a detailed description of the Hotel contemplated testing or its guests at sampling work, including a site map indicating the Hotel or any tenants under any Leases. Purchaser shall order all third-party Inspections within five (5) Business Days loca- tion of the Effective Dateproposed testing or sampling. Purchaser may conduct The parties shall, prior to any invasive environmental/hazardous substance testing, enter into a separate access agreement governing such invasive testing. Buyer shall con- duct such testing/sampling in such a way as to minimize interference with the Inspections with its officersbusiness operations of Seller and other occupants, employeesif any, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”). Seller shall provide complete access to the Property for Purchaser’s Inspectors to perform the Inspections, subject to the rights of tenants and guests at the Property; provided. Buyer shall furnish to Seller copies of all invasive testing/ sampling reports and shall keep such reports confidential unless disclosure is required by applicable law. Notwithstanding anything set forth in this Section to the contrary, howeverif Seller is still open for business at the Property Buyer may not access the vault, Purchaser shall coordinate with safe deposit area, behind the teller counter, or any other secured area of the Property without the prior written consent of Seller and its agents in the company of a Seller representative (which consent may be withheld in Seller’s sole discretion without considering the interests of Buyer or any third-party). If Xxxxx delivers written notice to carry out any Seller on or before 5:00 p.m. on the last day of the Inspection Period (the “Inspection Period Deadline”) that the Property is not suitable for Buyer’s intended development and/or use thereof, then the Xxxxxxx Money will be returned promptly to Buyer and this Agree- ment is deemed terminated. If Buyer does not deliver such Inspection so as to minimize, written notice prior to the greatest extent possibleInspection Period Deadline, interference with or if Buyer notifies Seller prior to the Inspection Period Deadline that the Property is suitable for Buyer’s intended development and/or use, then this Agreement continues to be effective and binding upon the parties, the conditions set forth in this Section 7.2 are be deemed to have been satisfied, and the Xxxxxxx Money is non-refundable to Buyer (except in the event of Seller’s business and otherwise in a manner reasonably acceptable to Seller. Purchaser default hereunder (but such Xxxxxxx Money shall indemnify and hold Seller harmless from and be applied against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs actually incurred) arising out of Purchaser’s Inspections or tests or other entry onto the Property by Purchaser or its employees, agents, representatives, contractors and lenders and shall maintain adequate insurance to cover the foregoing, which insurance shall name Seller as an insured party; provided, however, that the foregoing indemnity shall not apply to any conditions that are discovered on, under or about the Property by Purchaser or its employees, agents, representatives, contractors and lenders. This indemnity shall survive the Closing or any earlier termination of this AgreementPurchase Price)).

Inspection of the Property. Purchaser Buyer may, within thirty (30) days after the date on which Seller or Seller’s counsel delivers a fully executed copy of this Purchase Agreement to Buyer or Buyer’s counsel (the “Inspection Period”), have an environmental inspection of the Property, including, without limitation, testing, made by a licensed environmental consultant of Buyer’s selection. Buyer shall have the right to perform such examinationsterminate this Purchase Agreement by delivering to Seller a notice of termination no later than 5:00 p.m. on the last day of the Inspection Period, teststime being “OF THE ESSENCE” respecting delivery of the notice, investigations if Buyer’s environmental consultant determines that there has been a Release (as defined in the Lease) of Regulated Substances (as defined in the Lease). Buyer shall turn over to Seller copies of any surveys, plans, title reports, studies, analysis and studies of other written materials prepared by Buyer or its consultants with respect to the Property (the “InspectionsInformation”) as Purchaser reasonably deems advisable Seller may request. The Information will be kept confidential by Buyer and shall not (a) be disclosed by Buyer in any manner whatsoever, except to its sole discretion provided that: agents, employees and representatives, including, but not limited to, attorneys, lenders, environmental consultants and engineers (i“Representatives”), or (b) Purchaser gives Seller reasonable prior written notice; (ii) such investigations are not invasive be used by Buyer in nature; and (iii) Purchaser does not unreasonably interfere, as determined by Seller, any manner other than in connection with Seller’s operation the evaluation of the Hotel or transaction described above. Buyer agrees to inform its guests at the Hotel or any tenants under any Leases. Purchaser shall order all third-party Inspections within five (5) Business Days Representatives of the Effective Dateconfidential nature of the Information. Purchaser may conduct Notwithstanding anything contained in this Purchase Agreement or the Inspections with its officers, employees, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”). Seller shall provide complete access Lease to the Property contrary, Buyer shall remain liable for Purchaser’s Inspectors to perform all of its obligations set forth in the Inspections, subject Lease with respect to the rights of tenants Interim Term (as defined in the Lease) and guests at the Property; provided, however, Purchaser shall coordinate with Seller and its agents to carry out any such Inspection so Extended Term (as to minimize, to defined in the greatest extent possible, interference with Seller’s business and otherwise in a manner reasonably acceptable to Seller. Purchaser shall indemnify and hold Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs actually incurredLease) arising out of Purchaser’s Inspections or tests or other entry onto the Property by Purchaser or its employees, agents, representatives, contractors and lenders and shall maintain adequate insurance to cover the foregoing, which insurance shall name Seller as an insured party; provided, however, that the foregoing indemnity shall not apply to any conditions that are discovered on, under or about the Property by Purchaser or its employees, agents, representatives, contractors and lenders. This indemnity shall survive the Closing or any earlier termination of even if Buyer terminates this Purchase Agreement.

Inspection of the Property. Beginning on September 26, 2019 and ending at 6:00 pm Eastern time on November 4, 2019 (the “Due Diligence Period”), the Purchaser and the Purchaser’s affiliates, engineers, employees, officers, directors, agents, representatives and attorneys (the “Purchaser’s Agents”) shall have the right (subject to perform such the Inspection Cap (as defined herein)) to undertake a due diligence review of 100% of the Property. During the Due Diligence Period, with prior written notice (which may be accomplished by electronic mail) of no less than two (2) days to the Seller and the Property Manager, and at reasonable times, the Purchaser shall also have the right to conduct inspections of the Property, including, without limitation, physical examinations, structural tests, investigations due diligence investigations, and feasibility studies of the Property (collectively, the “Inspections”) as ). The Seller shall instruct the Property Manager to give the Purchaser reasonably deems advisable in its sole discretion provided that: (i) Purchaser gives Seller and the Purchaser’s Agents reasonable access to relevant personnel during regular business hours and with reasonable prior written notice; (ii) such investigations are not invasive notice and shall provide access to all reports, books, records, contracts, data, documentation and any other information related to the Property in nature; and (iii) Purchaser does not unreasonably interfere, as determined by Seller, with the Seller’s operation or Property Manager’s possession or control. The Seller shall instruct the Property Manager to provide interior access (on a one time basis) to the Purchaser and the Purchaser’s Agents for each of the Hotel or its guests at the Hotel or any tenants under any Leases. Purchaser shall order all third-party Inspections within five unoccupied Units and up to ten percent (510%) Business Days of the Effective Date. Purchaser may conduct occupied Units (the Inspections with its officers, employees, contractors, consultants, agents or representatives (“Purchaser’s InspectorsInspection Cap”). The Seller and the Purchaser shall confer promptly after the Effective Date to identify the Units for which the Seller will attempt to provide complete access to access. All Inspections shall be conducted in compliance with the Property for Purchaser’s Inspectors to perform the Inspections, terms hereof and subject to the rights of all tenants in possession. The Purchaser agrees that it shall not enter any homes currently leased to a tenant without providing a representative of the Property Manager a reasonable opportunity to be present, and guests at the Property; provided, however, Purchaser shall coordinate with Seller and its agents to carry out any such Inspection so as to minimize, only upon advance notice to the greatest extent possiblerespective tenant(s), interference with Seller’s business and otherwise in as required under the terms of the applicable Lease. Notwithstanding the foregoing, the Seller reserves the right to have a manner reasonably acceptable to Seller. Purchaser shall indemnify and hold representative of the Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs actually incurred) arising out of Purchaser’s Inspections or tests or other entry onto accompany the Property by Purchaser or its employeescontractors, agents, representativesemployees and the like, contractors and lenders and shall maintain adequate insurance to cover during any Inspection or the foregoing, which insurance shall name Seller as an insured party; provided, however, that conduct of any other physical investigation of the foregoing indemnity shall not apply to any conditions that are discovered on, under or about the Property by Purchaser or its employees, agents, representatives, contractors and lenders. This indemnity shall survive the Closing or any earlier termination of this AgreementProperty.