Ongoing Site Visits Clause Samples

Ongoing Site Visits. (a) Purchaser and its agents, contractors, consultants and representatives (the “Consultants”) will have reasonable access to the Properties on at least one (1) Business Day’s prior notice to Seller (which notice may be delivered by telephone to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ((212) 869-3000 ext. 3306), but, regardless of the manner in which delivered, such delivery must occur before 1:00 p.m. New York time on the Business Day prior to the day upon which access is desired) during reasonable times as mutually agreed upon by Seller and Purchaser solely for the purpose of (i) inspecting the physical and structural condition of the Properties and conducting non-intrusive physical inspections and tests (physically intrusive shall not mean activities that to a de minimis extent may cause a restoration obligation under this Agreement or involve taking minor sampling of building materials and the roofs and sampling for asbestos), and (ii) monitoring the ongoing operations of the Properties (including, without limitation, the Tenants’ performance of their respective obligations under their Leases); provided, however, that such monitoring will not unreasonably disrupt or disturb (x) the ongoing operation of the Properties; (y) any services to the Properties; or (z) the quiet possession of any Tenants under Leases. Seller will make reasonable efforts to have an agent available to accompany Purchaser or any Consultants, and in all events Seller shall have the right to have a representative present during any such visits or inspections to any Property; provided, however, that if Seller elects not to have a representative present during any such visits or inspections to the Properties, Purchaser may nonetheless access the Properties in accordance with the terms of this Section 3.2 and the other terms of this Agreement. Purchaser may request any and all publicly available information about the Properties from Governmental Entities but will not disclose to any Governmental Entity the results of any Due Diligence conducted, or any matter observed during Purchaser’s on-site visits and/or monitoring either before or after the date hereof, at any Property without Seller’s prior written consent, except to the extent required by Law. From and after the date hereof, if Purchaser desires to conduct any physically intrusive Due Diligence, such as sampling of soils, other media, building materials, or the like, Purchaser will identify in writing what procedures Purchaser desires to perform and r...