Common use of Physical Inspection Clause in Contracts

Physical Inspection. From and after the Execution Date until the earlier of Closing or the termination of this Agreement, Seller will permit Buyer and its representatives, at their sole risk and expense, to conduct inspections of the Property at reasonable times following written request from Buyer. Seller may have a representative present at all times during Buyer’s inspections of the Property, including, without limitation, during any Phase I Environmental Assessment conducted by or on behalf of Buyer. Except with respect to any Adverse Environmental Condition discovered by Buyer or Buyer’s representatives, Buyer shall repair any damage to the Property resulting from its inspection and shall INDEMNIFY, DEFEND AND HOLD SELLER AND ITS PARENT, SUBSIDIARY OR AFFILIATE OF ANY TIER, OR ANY OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS OR PARTNERS HARMLESS from and against any and all Claims arising from or in any way related to Buyer and its representatives inspecting or observing the Property and Seller’s records pursuant to this Article 5, including, without limitation, Claims for personal injuries to or death of any person(s) and damage to real or personal property REGARDLESS OF WHETHER SUCH CLAIMS ARISE OUT OF OR RESULT IN WHOLE OR IN PART, FROM THE CONDITION OF THE PROPERTY OR SELLER’S (OR ITS PARENT’S, SUBSIDIARY’S AND AFFILIATES’ OF ANY TIER, OR ITS OR THEIR RESPECTIVE OFFICERS’, DIRECTORS’, MEMBERS’, MANAGERS’, OWNERS’, EMPLOYEES’, PARTNERS’ AND AGENTS’) SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR FAULT, BUT EXCLUDING IN EACH CASE, CLAIMS TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER (OR ITS PARENT, SUBSIDIARY AND AFFILIATES OF ANY TIER, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, PARTNERS AND AGENTS).

Physical Inspection. From and after During the Execution Date until the earlier of Closing or the termination of this AgreementDue Diligence Period, Seller will permit use its reasonable efforts to assist Buyer and its representativesBuyer’s representatives with obtaining permission from third party operators of the Property to conduct, at their the sole risk and expenseexpense of Buyer and Buyer’s representatives, to conduct reasonable inspections of the Property at reasonable times following Property. Buyer shall not be entitled to conduct any testing, operate any equipment or collect any samples, including any samples of environmental media or building materials without first obtaining the prior written request consent of applicable third party operators of the Property. Subject to Seller obtaining permission from Buyer. third party operators of the Property, Seller may have a representative present at all times during Buyer’s inspections of the Property, including, without limitation, during any Phase I Environmental Assessment conducted by or on behalf of BuyerBuyer following Buyer first obtaining permission from applicable third party operators of the Property. Except with respect to any Adverse Environmental Condition discovered by Buyer or Buyer’s representatives, Buyer shall repair any damage to the Property resulting from its inspection and shall INDEMNIFY, DEFEND AND HOLD SELLER AND ITS PARENT, SUBSIDIARY OR AFFILIATE OF ANY TIER, OR ANY OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS OR PARTNERS HARMLESS Seller from and against any and all Claims arising from or in any way related to Buyer and its representatives inspecting or and observing the Property and Seller’s records pursuant to this Article 5Property, including, without limitation, Claims for personal injuries to or death death, disease or illness of any person(s) and damage to real or personal property REGARDLESS OF WHETHER SUCH CLAIMS ARISE OUT OF OR RESULT RESULT, IN WHOLE OR IN PART, FROM THE CONDITION OF THE PROPERTY OR SELLER’S (OR ITS PARENT’S, SUBSIDIARY’S AND AFFILIATES’ OF ANY TIER, OR ITS OR THEIR RESPECTIVE OFFICERS’, DIRECTORS’, MEMBERS’, MANAGERS’, OWNERS’, EMPLOYEES’, PARTNERS’ AND AGENTS’) THE SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR FAULT, BUT EXCLUDING IN EACH CASE, CLAIMS TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT FAULT OF SELLER (OR ITS AND SELLER’S PARENT, SUBSIDIARY AND AFFILIATES AFFILIATED ENTITIES OF ANY TIER, OR TIER AND ITS OR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, PARTNERS AND AGENTSAGENTS (“SELLER INDEMNIFIED PARTIES”), EXCEPTING ONLY IN THE CASE OF THIS SECTION 5.1 Liabilities actually resulting on the account of the gross negligence or willful misconduct of a member of THE Seller Indemnified Parties AND LIABILITIES THAT WERE EXISTING PRIOR TO buyer’s INSPECTIOn of the property. In the event Buyer asserts an Environmental Defect and upon Seller’s request, Buyer shall promptly provide Seller with copies of all reports, test results and other documentation and data prepared or compiled by or on behalf of Buyer and/or Buyers representatives and that contain information collected or generated from Buyer’s due diligence with respect to the Property. Prior to Closing, Buyer agrees not to disclose any environmental assessment, written reports, data and conclusions (including any drafts thereof) (collectively, the “Inspection Results”) or any Seller information reviewed during its due diligence without the prior written agreement of Seller, except to its professional advisors or as required by law or by the order of a court or regulatory agency having jurisdiction, provided that Buyer shall notify Seller in writing not less than twenty-four (24) hours prior to making any such required disclosure. If Closing does not occur, the foregoing confidentiality obligation shall continue and the Inspection Results shall be deemed the property of Seller and Buyer shall promptly provide any remaining copies of the Inspection Results to Seller or promptly destroy such copies.

Physical Inspection. From and Promptly (but no later than three (3) Business Days) after the Execution Date until the earlier of Closing or the termination of this Agreementand thereafter from time to time before Closing, Seller will permit Buyer and its representatives, at their sole risk and expense, to conduct reasonable inspections of the Property Conveyed Interests at reasonable times following written request from Buyerapproved by Seller (not to be unreasonably withheld, conditioned or delayed). Seller may have a representative present at all times during Buyer’s inspections of the PropertyConveyed Interests, including, without limitation, during any Phase I Environmental Assessment conducted by or on behalf of Buyer. Except with respect to any Adverse Environmental Condition discovered by Buyer or Buyer’s representatives, Buyer shall repair any damage to the Property Conveyed Interests resulting from its inspection and shall INDEMNIFY, DEFEND AND HOLD SELLER AND ITS PARENT, SUBSIDIARY OR AFFILIATE OF ANY TIER, OR ANY OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS OR PARTNERS HARMLESS each member of the Seller Group from and against any and all Claims arising from or in any way related to Buyer and its representatives inspecting or observing the Property Conveyed Interests and Seller’s records pursuant to this Article 5, including, without limitation, Claims for personal injuries to or death of any person(s) and damage to real or personal property REGARDLESS OF WHETHER SUCH CLAIMS ARISE OUT OF OR RESULT IN WHOLE OR IN PART, FROM THE CONDITION OF THE PROPERTY CONVEYED INTERESTS OR SELLERANY MEMBER OF THE SELLER GROUP’S (OR ITS PARENT’S, SUBSIDIARY’S AND AFFILIATES’ OF ANY TIER, OR ITS OR THEIR RESPECTIVE OFFICERS’, DIRECTORS’, MEMBERS’, MANAGERS’, OWNERS’, EMPLOYEES’, PARTNERS’ AND AGENTS’) SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, BUT EXCLUDING IN EACH CASE, EXCEPTING ONLY CLAIMS TO THE EXTENT ARISING RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF SELLER (OR ITS PARENTGROUP. If Closing occurs, SUBSIDIARY AND AFFILIATES OF ANY TIERand Seller elects to cure any Adverse Environmental Condition post-Closing, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, PARTNERS AND AGENTS)the terms of this Section 5.2 shall apply mutatis mutandis to Seller’s access to the Conveyed Interests post-Closing.