Common use of Physical Characteristics of the Property Clause in Contracts

Physical Characteristics of the Property. Buyer may inspect the structural, mechanical, electrical and other physical characteristics of the Property. Seller shall permit Buyer and Buyer's agents and consultants to enter the Property to conduct such inspections and investigations regarding the Property as Buyer deems appropriate, including, without limitation, soils, geotechnical, and environmental tests, and to cause an environmental assessment of the Land to be performed; provided, however, Buyer shall not be permitted to undertake any intrusive testing of the Property without first obtaining Seller's written consent thereto in Seller's reasonable discretion. Prior to conducting any intrusive testing of the Property, and as a condition to such testing, Buyer shall provide Seller with a certificate of insurance evidencing a general liability insurance policy insuring Buyer in the amount of at least $1,000,000 for any loss, damage, or liability which may arise from said intrusive testing, including workers' compensation coverage in the amount required by law. Without Seller's prior written consent, prior to the Closing Buyer shall not make any application to any governmental agency for any permit, approval, license or other entitlement for the Property or development thereof, or have any communications with any governmental agency or official related to the condition (environmental or otherwise) of the Property. Buyer shall deliver to Seller written notice at least 24 hours prior to entering the Property, and shall afford Seller an opportunity to have a representative present to accompany Buyer while Buyer performs its evaluations, inspections and other investigations of the physical condition of the Property. All examinations and tests of the Property by Buyer and Buyer's representatives shall be planned and conducted in a manner so as to minimize any inconvenience or interference to ongoing operations. Buyer shall pay all costs with respect to such examinations and tests, shall repair all damage to the Property caused thereby, and shall indemnify, protect, hold harmless and defend Seller from and against all liability, claims, demands, liens, damages or costs of any kind whatsoever (including attorney fees) arising from or connected with such examinations and tests (but excluding any diminution in value or other damage caused simply by Buyer's discovery of a condition on or about the Property), which Buyer's obligation shall survive the termination of this Agreement. Buyer shall deliver copies of any reports, studies, tests, surveys, and the like to Seller within five business days from Buyer's receipt thereof.

Physical Characteristics of the Property. Buyer Buyer's review and approval, in its sole and absolute discretion, of (a) an environmental assessment (which shall, without limiting the scope of the report, contain an assessment of asbestos and radon affecting the Property) by an environmental consultant of Buyer's choice and at Buyer's cost (the "PHASE I REPORT"), and (b) the results of Buyer's physical inspection and testing of the Property, or any portion thereof (which testing shall be conducted at Buyer's expense, and may inspect include, but shall not be limited to, testing for the presence of asbestos, PCBs, as defined below, and other Hazardous Materials, as defined below, including without limitation the performance of core sampling, drilling and other intrusive testing), of the structural, mechanical, electrical and other physical or environmental characteristics of the Property, including any tenant improvements or other construction installed or to be installed as of the Closing Date. Seller shall permit allow Buyer and Buyer's agents and consultants reasonable access to enter the Property to conduct such inspections and investigations regarding the Property as perform any physical inspection thereof which Buyer reasonably deems appropriate, including, without limitation, soils, geotechnical, and environmental tests, and to cause an environmental assessment of the Land to be performed; provided, however, Buyer shall not be permitted to undertake any intrusive testing of the Property without first obtaining Seller's written consent thereto in Seller's reasonable discretion. Prior to conducting any intrusive testing of the Property, and as a condition to such testing, provided that: (i) Buyer shall provide Seller with a certificate reasonable advance notice prior to any such physical inspection, and provided further that Seller shall have the right to accompany (or have an agent of insurance evidencing a general liability insurance policy insuring Seller accompany) Buyer in during such physical inspection; and (ii) Buyer shall not unreasonably disturb any tenant of the amount of at least $1,000,000 for Property during any such physical inspection. Buyer agrees to indemnify, defend and hold Seller harmless from any and all loss, liability, damage, claims, costs or liability which may arise from said intrusive testingexpenses, including workers' compensation coverage in the amount required by law. Without Sellerattorney's prior written consentfees, prior to the Closing Buyer shall not make if any, arising or resulting from: (x) any application to any governmental agency for any permit, approval, license or other entitlement for the Property or development thereof, or have any communications with any governmental agency or official related to the condition (environmental or otherwise) of the Property. Buyer shall deliver to Seller written notice at least 24 hours prior to entering the Property, and shall afford Seller an opportunity to have a representative present to accompany Buyer while Buyer performs its evaluations, inspections and other investigations of the physical condition of the Property. All examinations and tests of the Property by Buyer and Buyer's representatives shall be planned and conducted in a manner so as to minimize any inconvenience or interference to ongoing operations. Buyer shall pay all costs with respect to such examinations and tests, shall repair all damage to the Property caused therebyby Buyer or its agents during any physical inspection and (y) any claim made against Seller by any tenant or any third party alleging any physical injury caused by Buyer or its agents or alleging breach of a lease caused by Buyer or its agent during such inspection. Notwithstanding the foregoing, and in no event shall indemnifyBuyer indemnify Seller for any loss, protectliability, hold harmless and defend Seller from and against all liabilitydamage, claims, demands, liens, damages costs or costs expenses arising or resulting from the gross negligence or willful misconduct of any kind whatsoever (including attorney fees) arising from Seller or connected with such examinations and tests (but excluding any diminution in value or other damage caused simply by Buyer's discovery its agents. The provisions of a condition on or about the Property), which Buyer's obligation this indemnity shall survive the closing or termination of this Agreement. Buyer shall deliver copies of any reports, studies, tests, surveys, and the like to Seller within five business days from Buyer's receipt thereof.

Physical Characteristics of the Property. Buyer Buyer's review and approval, in its sole and absolute discretion, of (a) an environmental assessment (which shall, without limiting the scope of the report, contain an assessment of asbestos and radon affecting the Property) by an environmental consultant of Buyer's choice and at Buyer's cost (the "Phase I Report"), and (b) the results of Buyer's physical inspection and testing of the Property, or any portion thereof (which testing shall be conducted at Buyer's expense, but shall not include any intrusive (i.e., drilling, core sampling, etc.) testing for Hazardous Materials, as defined below, without Seller's prior written consent), which may inspect be given or withhold in Seller's sole discretion, including, but not limited to, the structural, mechanical, electrical and other physical or environmental characteristics of the Property. Seller shall permit allow Buyer and Buyer's agents and consultants reasonable access to enter the Property to conduct such inspections and investigations regarding the Property as perform any physical inspection thereof which Buyer reasonably deems appropriate, including, without limitation, soils, geotechnical, and environmental tests, and to cause an environmental assessment of the Land to be performed; provided, however, Buyer shall not be permitted to undertake any intrusive testing of the Property without first obtaining Seller's written consent thereto in Seller's reasonable discretion. Prior to conducting any intrusive testing of the Property, and as a condition to such testing, provided that: (i) Buyer shall provide Seller with a certificate reasonable advance notice prior to any such physical inspection, and provided further that Seller shall have the right to accompany (or have an agent of insurance evidencing a general liability insurance policy insuring Seller accompany) Buyer in during such physical inspection; and (ii) Buyer shall not materially disturb any tenant of the amount of at least $1,000,000 for Property during any such physical inspection. Buyer agrees to indemnify, defend and hold Seller harmless from any and all loss, liability, damage, claims, costs or liability which may arise from said intrusive testingexpenses, including workers' compensation coverage in the amount required by law. Without Sellerreasonable attorney's prior written consentfees, prior to the Closing Buyer shall not make any application if any, arising or resulting from or relating to any governmental agency for any permit, approval, license or other entitlement for the Property or development thereof, or have any communications with any governmental agency or official related to the condition (environmental or otherwise) of the Property. Buyer shall deliver to Seller written notice at least 24 hours prior to entering the Property, and shall afford Seller an opportunity to have a representative present to accompany Buyer while Buyer performs its evaluations, inspections and other investigations of the physical condition of the Property. All examinations and tests inspection of the Property by pursuant hereto. Notwithstanding the foregoing, Buyer and shall have no liability to Seller due to the fact that Buyer's representatives shall be planned and conducted in a manner so as to minimize any inconvenience or interference to ongoing operations. Buyer shall pay all costs with respect to such examinations and tests, shall repair all damage to inspections discover preexisting conditions at the Property caused thereby(e.g., and shall indemnifyhazardous waste, protect, hold harmless and defend Seller from and against all liability, claims, demands, liens, damages or costs of any kind whatsoever (including attorney fees) arising from or connected with such examinations and tests (but excluding any diminution in value or other damage caused simply by Buyer's discovery of a condition on or about the Propertyconstruction defects etc.), which Buyer's obligation shall survive the termination of this Agreement. Buyer shall deliver copies of any reports, studies, tests, surveys, and the like to Seller within five business days from Buyer's receipt thereof.

Physical Characteristics of the Property. Buyer shall have reviewed and approved, in its sole and absolute discretion, of (a) an environmental assessment (which may, without limiting the scope of the report, contain an assessment of asbestos and radon affecting the Property) by an environmental consultant of Buyer's choice and at Buyer's cost (the "Phase I Report"), (b) the results of Buyer's physical inspection and testing of the Property, or any portion thereof (which testing shall be conducted at Buyer's expense, and may inspect include, but shall not be limited to, testing for the presence of asbestos, polychlorinated biphenyls, and other Hazardous Materials (as hereinafter defined), including without limitation the performance of core sampling, drilling and other intrusive testing), of the structural, mechanical, electrical and other physical or environmental characteristics of the Property. Seller shall permit Buyer and Buyer's agents and consultants , including any tenant improvements or other construction installed or to enter the Property to conduct such inspections and investigations regarding the Property be installed as Buyer deems appropriate, including, without limitation, soils, geotechnical, and environmental tests, and to cause an environmental assessment of the Land to be performedClosing Date; providedand (c) any other physical, howevereconomic, Buyer shall not be permitted to undertake any intrusive testing of the Property without first obtaining Seller's written consent thereto in Seller's reasonable discretion. Prior to conducting any intrusive testing of the Property, and as a condition to such testing, Buyer shall provide Seller with a certificate of insurance evidencing a general liability insurance policy insuring Buyer in the amount of at least $1,000,000 for any loss, damage, or liability which may arise from said intrusive testing, including workers' compensation coverage in the amount required by law. Without Seller's prior written consent, prior to the Closing Buyer shall not make any application to any governmental agency for any permit, approval, license legal or other entitlement for the Property or development thereof, or have any communications with any governmental agency or official related to the condition (environmental or otherwise) of the Property. Buyer shall deliver to Seller written notice at least 24 hours prior to entering the Property, and shall afford Seller an opportunity to have a representative present to accompany Buyer while Buyer performs its evaluations, inspections and other investigations of the physical condition of the Property. All examinations Subject to the rights of the tenants under the Leases, Seller shall allow, and shall have allowed prior to the Effective Date, Buyer reasonable access to the Property to perform any physical inspection thereof described in this Section or which Buyer otherwise reasonably deems appropriate. Buyer hereby agrees to indemnify, defend and hold Seller harmless from and against any and all losses, damages, liabilities, suits, actions, causes of action, claims, fines, proceedings, costs and expenses resulting from any investigations, inspections and tests of the Property conducted by Buyer and Buyer's representatives shall be planned and conducted in a manner so as to minimize any inconvenience or interference to ongoing operations. Buyer shall pay all costs with respect to such examinations and teststhe Property, shall repair all damage except to the Property extent caused thereby, and shall indemnify, protect, hold harmless and defend Seller from and against all liability, claims, demands, liens, damages by the gross negligence or costs willful misconduct of any kind whatsoever (including attorney fees) arising from or connected with such examinations and tests (but excluding any diminution in value or other damage caused simply by Buyer's discovery of a condition on or about the Property), which Buyer's obligation shall survive the termination of this Agreement. Buyer shall deliver copies of any reports, studies, tests, surveys, and the like to Seller within five business days from Buyer's receipt thereofSeller.

Physical Characteristics of the Property. Buyer Buyer's review and approval, in its sole and absolute discretion, of (a)an environmental assessment (which shall, without limiting the scope of the report, contain an assessment of asbestos and radon affecting the Property) by an environmental consultant of Buyer's choice and at Buyer's cost (the "Phase I Report"), and (b) the results of Buyer's physical inspection and testing of the Property, or any portion thereof (which testing shall be conducted at Buyer's expense, and may inspect include, but shall not be limited to, testing for the presence of asbestos, PCBs, as defined below, and other Hazardous Materials, as defined below, including without limitation the performance of core sampling, drilling and other intrusive testing), of the structural, mechanical, electrical and other physical or environmental characteristics of the Property, including any tenant improvements or other construction installed or to be installed as of the Closing Date. Seller shall permit allow Buyer and Buyer's agents and consultants reasonable access to enter the Property to conduct such inspections and investigations regarding the Property as perform any physical inspection thereof which Buyer reasonably deems appropriate, including, without limitation, soils, geotechnical, and environmental tests, and to cause an environmental assessment of the Land to be performed; provided, however, Buyer shall not be permitted to undertake any intrusive testing of the Property without first obtaining Seller's written consent thereto in Seller's reasonable discretion. Prior to conducting any intrusive testing of the Property, and as a condition to such testing, provided that: (i) Buyer shall provide Seller with reasonable advance notice prior to any such physical inspection, and provided further that Seller shall have the right to accompany (or have an agent of Seller accompany) Buyer during such physical inspection; (ii) Buyer shall not unreasonably disturb any tenant of the Property during any such physical inspection, (iii) if Buyer elects to conduct such a certificate physical inspection, Buyer shall, at Buyer's sole expense, obtain a policy of insurance evidencing a general liability insurance with respect to the Property, naming Seller as an additional insured, which policy insuring Buyer shall provide coverage for any damage to the Property caused by Seller's inspection, and (iv) in the amount of at least $1,000,000 for event Buyer elects to conduct any loss, damage, or liability which may arise from said intrusive testing, including workers' compensation coverage in the amount required by law. Without Seller's prior written consent, prior to the Closing Buyer shall not make any application to any governmental agency for any permit, approval, license or other entitlement for restore the Property or development thereof, or have any communications with any governmental agency or official related to the condition (environmental in which it existed prior to such testing to the extent Buyer's testing damaged or otherwise) caused any change in the condition of the Property. Buyer shall deliver agrees to indemnify, defend and hold Seller written notice at least 24 hours prior to entering the Propertyharmless from any and all loss, and shall afford Seller an opportunity to have a representative present to accompany Buyer while Buyer performs its evaluationsliability, inspections and other investigations of the damage, claims, costs or expenses, including attorney's fees, if any, arising or resulting from: (x) any physical condition of the Property. All examinations and tests of the Property by Buyer and Buyer's representatives shall be planned and conducted in a manner so as to minimize any inconvenience or interference to ongoing operations. Buyer shall pay all costs with respect to such examinations and tests, shall repair all damage to the Property caused therebyby Buyer or its agents during any physical inspection and (y) any claim made against Seller by any tenant or any third party alleging any physical injury caused by Buyer or its agents or alleging breach of a lease caused by Buyer or its agent during such inspection. Notwithstanding the foregoing, and in no event shall indemnifyBuyer indemnify Seller for any loss, protectliability, hold harmless and defend Seller from and against all liabilitydamage, claims, demands, liens, damages costs or costs expenses arising or resulting from the gross negligence or willful misconduct of any kind whatsoever (including attorney fees) arising from Seller or connected with such examinations and tests (but excluding any diminution in value or other damage caused simply by Buyer's discovery its agents. The provisions of a condition on or about the Property), which Buyer's obligation this indemnity shall survive the closing or termination of this Agreement. Buyer shall deliver copies of any reports, studies, tests, surveys, and the like to Seller within five business days from Buyer's receipt thereof.4.7