Common use of License to Enter Clause in Contracts

License to Enter. Upon at least five (5) business days prior written notice to the Developer: (a) during the Contingency Period, and (b) at all times thereafter during the Agreement Term and prior to conveyance of a particular Identified School Site, if the District has waived its contingencies with respect to a particular Identified School Site as described herein, the District and its agents shall have a license to enter upon each Identified School Site and, if reasonably necessary, to cross any other Developer owned property within the Project as and where indicated by the Developer to access the Identified School Site, for the limited purposes of performing reasonable feasibility investigations, tests, and studies, and site plan development tasks. The notice shall describe the nature of the review work or site development tasks to be undertaken, the name of the agents or representatives of the District who will be conducting the work, and the estimated duration of the review. The Developer shall have the right to designate one or more representatives for purposes of coordinating and overseeing the District's on-site due diligence investigation; provided that, if the District provides proper notice consistent with this Section 11, the failure of the Developer to respond to such notice shall not preclude the District from performing such tests or other due diligence on or about the Identified School Sites. A representative of the Developer shall have the right to accompany the District and its agents and contractors when they are performing tests on or about the Identified School Sites. The District shall conduct its inspections and tests in compliance with all applicable laws, regulations and ordinances, and so as to not unreasonably interfere with any business or development activities of the Developer or any third parties on the Identified School Sites or adjacent property. The District shall not conduct any invasive testing or sampling at the Identified School Sites without the Developer's prior written approval, which approval shall not be unreasonably withheld. The District agrees to indemnify, defend, and hold the Developer and the Developer’s Indemnified Parties, harmless from any and all damages, claims demands, losses, fines, penalties, causes of action, expenses and liabilities to or by the District, its contractors or third parties, including without limitation the District's own employees and agents or arising from resulting from, or connected in any way with presence, or acts performed or to be performed under this grant of this license to enter the Identified School Sites, both before and after Closing, including but not limited to clean-up costs related to Hazardous Substances resulting from the District's presence or activities except to the extent caused by the Developer’s negligence or willful misconduct. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF THE DISTRICT'S IMMUNITY UNDER WASHINGTON'S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE DEVELOPER AND THE DEVELOPER’S INDEMNIFIED PARTIES WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY THE DISTRICT AND ITS EMPLOYEES. DEVELOPER AND THE DISTRICT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISION OF THIS SECTION WAS SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. The District agrees to keep the Identified School Site free and clear of any liens at all times, and to return the property to its original condition promptly after any such due diligence work on the Identified School Sites. The District shall provide the Developer with copies of any plans and specifications, surveys, topographical and plat maps, results of soil tests, engineering studies, environmental reports and permits and any other test results, reports or information obtained in connection with such Identified School Site at the time such documents are received by the District, provided that the District shall be entitled to redact any portion of the reports, studies or documents that contains confidential or proprietary information.

License to Enter. Upon From and after the Effective Date through the Closing Date and subject to Seller’s rights as lessor under the Lease, Seller hereby agrees that Buyer and/or Buyer’s agents, representatives, contractors and subcontractors may enter upon the Project prior to the Closing in order to conduct reasonable due diligence, including, without limitation, site assessment, property condition report(s), appraisals, Tenant interviews (as set forth below), interviews of government officials, engineering studies, soil tests, underwriting analyses, environmental studies (including a Phase 1 Environmental Assessment, but excluding any physical or invasive testing except as set forth below) (at Buyer’s sole cost and expense) provided Seller receives written notice from Buyer at least five one (51) business days days’ prior written to such entrance and such notice is sufficient for Seller to provide notice to the Developer: (a) during Tenant under the Contingency Periodapplicable Lease. In any event, and (b) at all times thereafter during the Agreement Term and prior to conveyance of a particular Identified School Site, if the District has waived its contingencies with respect to a particular Identified School Site as described herein, the District Seller and its agents shall have a license to enter upon each Identified School Site andrepresentatives, if reasonably necessaryagents, to cross any other Developer owned property within the Project as and where indicated by the Developer to access the Identified School Site, for the limited purposes of performing reasonable feasibility investigations, tests, and studies, and site plan development tasks. The notice shall describe the nature of the review work or site development tasks to be undertaken, the name of the agents or representatives of the District who will be conducting the work, and the estimated duration of the review. The Developer and/or contractors shall have the right to designate one be present during any such testing, investigation, or more representatives for purposes inspection. Buyer hereby agrees not to materially interfere with any Tenant’s business operations at the Property. Prior to the Closing and in the event the Closing fails to occur, all information provided by Seller to Buyer or obtained by Buyer based on reports prepared by third party consultants relating to the Project in the course of coordinating and overseeing Buyer's review, including, without limitation, any environmental assessment or audit, but not including any internal memoranda or analysis with respect to Buyer's decision to purchase the District's on-site due diligence investigation; provided that, if the District provides proper notice consistent with this Section 11Project or attorney client communications (collectively, the failure "Reports") shall be treated as confidential information by Buyer and Buyer shall instruct all of its employees, agents, representatives, contractors, consultants, lenders and partners as to the Developer to respond to confidentiality of all such notice shall not preclude the District from performing such tests or other due diligence on or about the Identified School Sitesinformation. A representative of the Developer shall have the right to accompany the District and its agents and contractors when they are performing tests on or about the Identified School Sites. The District Buyer shall conduct its inspections in a manner and tests in compliance with all applicable laws, regulations and ordinances, and so as to at times which do not unreasonably interfere disturb the businesses and operations on the Project or any neighboring properties. In the event Buyer desires to conduct interviews with any business or development activities of the Developer Tenants, Buyer shall coordinate with Seller to arrange such Tenant interviews for which Seller shall use commercially reasonable efforts to coordinate the same. Seller may elect to be present during any such contact, interview or other communication between Buyer and any third parties on the Identified School Sites or adjacent propertyTenant. The District shall not conduct any invasive testing or sampling at the Identified School Sites without the Developer's prior written approval, which approval Buyer shall not be unreasonably withheldpermitted to conduct physical or invasive testing (including, without limitation, any environmental testing other than a Phase 1 study) without Seller’s prior written consent, such consent may be given or denied in Seller’s sole and absolute discretion. The District agrees Seller’s prior written consent for physical or invasive inspections or testing may be conditioned upon receipt of a detailed description of the proposed physical or invasive inspection or testing, a list of contractors who will be performing the physical or invasive inspection or testing, evidence of insurance satisfactory to indemnify, defendthe Seller, and hold such other information as Seller reasonably requires in connection with such inspection or testing. Without limiting the Developer generality of the foregoing, in the event Buyer or Buyer’s consultants receive Seller’s prior written consent to bore or dig on the Project, the dirt which is removed or displaced shall be replaced from where it is taken and recompacted within ten (10) days after such boring or digging. Buyer shall be responsible for any liability, costs, claims, damage or injury caused by such entry and shall keep the Developer’s Indemnified Parties, harmless from Project free of any and all damagesliens arising therefrom. Buyer shall indemnify and hold Seller (and its partners, claims shareholders, officers, directors, agents, employees, property manager, controlling persons and affiliates) harmless against such liability, costs, claims, demands, lossesdamage or injury. Buyer shall maintain commercial general liability insurance policies and any other appropriate policies to cover Buyer’s activities on the Project pursuant to this Section in such amounts as are reasonably required by Seller. Seller shall be named as an additional insured on such policies. Buyer shall deliver to Seller such evidence of compliance with such insurance requirements as requested by Seller prior to entering the Project. Neither Buyer nor any of its officers, finesdirectors, penaltiespartners, causes of actionemployees, expenses and liabilities to or by the Districtaffiliates, its contractors or third parties, including without limitation the District's own employees and agents or arising from resulting fromrepresentatives (collectively, or connected in any way with presence, or acts performed “Personnel”) shall provide to Seller or to be any federal, state or local regulatory agency or other governmental entity or any other person or entity any results of any environmental inspections, tests or studies performed under by Buyer pursuant to this grant of this license to enter the Identified School Sites, both before and after ClosingSection, including but not limited to, any sampling, unless either (x) specifically and expressly requested by Seller or (y) Buyer’s counsel advises Buyer that Buyer is required by law to clean-up costs related make such disclosure. Buyer agrees to Hazardous Substances resulting from advise (and obtain agreement from) its contractors, representatives, agents, subcontractors, consultants, and lenders of the District's presence foregoing limitation on providing environmental inspections, tests or activities except to the extent caused by the Developer’s negligence or willful misconduct. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF THE DISTRICT'S IMMUNITY UNDER WASHINGTON'S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE DEVELOPER AND THE DEVELOPER’S INDEMNIFIED PARTIES WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY THE DISTRICT AND ITS EMPLOYEES. DEVELOPER AND THE DISTRICT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISION OF THIS SECTION WAS SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEMstudies as set forth above. The District agrees to keep provisions of this Section shall survive the Identified School Site free and clear Closing and/or the termination of any liens at all timesthis Agreement, and to return the property to its original condition promptly after any such due diligence work on the Identified School Sites. The District shall provide the Developer with copies of any plans and specifications, surveys, topographical and plat maps, results of soil tests, engineering studies, environmental reports and permits and any other test results, reports or information obtained in connection with such Identified School Site at the time such documents are received by the District, provided that the District shall be entitled to redact any portion of the reports, studies or documents that contains confidential or proprietary informationas applicable.

License to Enter. Upon at least five (5) business days prior written notice to Until Close of Escrow or the Developer: (a) during the Contingency Perioddate on which this Agreement is terminated, Buyer and (b) at all times thereafter during the Agreement Term Buyer's employees and prior to conveyance of a particular Identified School Site, if the District has waived its contingencies with respect to a particular Identified School Site as described herein, the District and its agents shall have a license reasonable access to enter upon each Identified School Site and, if reasonably necessary, the Property to cross conduct any other Developer owned property within the Project as tests and where indicated by the Developer to access the Identified School Site, for the limited purposes of performing reasonable feasibility investigations, testsenvironmental, and studiesphysical, and site plan development tasksstructural, or otherwise. The Buyer shall give either Seller or Seller's property manager notice prior to entering the Property which may be either in writing or by telephone. However, Buyer shall describe not, without the nature express written approval of Seller: (i) conduct any destructive testing or test that involves the penetration of any surface or the removal or disassembly of any fixtures or equipment, (ii) enter into any lease space except in the company of Seller or a representative of Seller, or (iii) interfere with the operation of the review work Property or site development tasks the quiet enjoyment of any lessee. After any entry, Buyer shall immediately restore the Property to be undertaken, the name Property's condition before Buyer entered on the Property. If Buyer hires any consultants to perform any tests or investigations of the agents or representatives of the District who will be conducting the workProperty, and the estimated duration of the review. The Developer shall have the right to designate one or more representatives for purposes of coordinating and overseeing the District's on-site due diligence investigation; provided that, if the District provides proper notice consistent with this Section 11, the failure of the Developer to respond to such notice shall not preclude the District from performing such tests or other due diligence on or about the Identified School Sites. A representative of the Developer shall have the right to accompany the District and its agents and contractors when they are performing tests on or about the Identified School Sites. The District shall conduct its inspections and tests in compliance with all applicable laws, regulations and ordinances, and so as to not unreasonably interfere with any business or development activities of the Developer or any third parties on the Identified School Sites or adjacent property. The District shall not conduct any invasive testing or sampling at the Identified School Sites without the Developer's prior written approval, which approval shall not be unreasonably withheld. The District agrees to indemnify, defend, and hold the Developer and the Developer’s Indemnified Parties, harmless from any and all damages, claims demands, losses, fines, penalties, causes of action, expenses and liabilities to or by the District, its contractors or third parties, including without limitation the District's own employees and agents or arising from resulting from, or connected in any way with presence, or acts performed or to be performed under this grant of this license to enter the Identified School Sites, both before and after Closing, including but not limited to clean-up costs related to Hazardous Substances resulting from the District's presence or activities except to the extent caused by the Developer’s negligence or willful misconduct. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF THE DISTRICT'S IMMUNITY UNDER WASHINGTON'S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE DEVELOPER AND THE DEVELOPER’S INDEMNIFIED PARTIES WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY THE DISTRICT AND ITS EMPLOYEES. DEVELOPER AND THE DISTRICT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISION OF THIS SECTION WAS SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. The District agrees to keep the Identified School Site free and clear of any liens at all times, and to return the property to its original condition promptly after any such due diligence work on the Identified School Sites. The District Buyer shall provide the Developer Seller with copies of any plans reports or studies provided by such consultants without any representation or warranty, express or implied, as to the accuracy of the studies and specifications, surveys, topographical and plat maps, results of soil tests, engineering studies, environmental reports and permits provided that Seller agrees in writing to release Buyer and its consultants of any other test results, claims arising from Seller's use of such reports or information obtained in connection with such Identified School Site at the time such documents are received and studies. Except for those matters caused by the Districtnegligent acts or omissions of Seller, provided Buyer shall indemnify and hold harmless Seller from and against all claims, losses, liabilities, damages, expenses and costs (including, without limitation, attorneys' fees and costs) arising from the negligent acts or omissions of Buyer or its agents in making such inspections. Notwithstanding anything to the contrary in this Paragraph, this indemnification shall not apply to Buyer's discovery of existing conditions on the Property. Buyer shall maintain or cause to be maintained either Comprehensive General Liability Insurance or Commercial General Liability Insurance (written on an occurrence basis) to cover Buyer's activities on the Property. Buyer shall deliver to Seller a Certificate of Insurance evidencing compliance with this Paragraph prior to entering upon the Property. The liability insurance policy shall have a combined single limit per occurrence liability limit of at least $2,000,000. Buyer shall cause such coverage to remain in effect throughout the period that the District it exercises its rights of entry pursuant to this Agreement. Such insurance shall be entitled written by an insurance company authorized to redact any portion of the reports, studies or documents that contains confidential or proprietary informationdo business in Indiana and rated not less than B+ Class IX.