Property Inspection. (A) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.
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Samples: Asset Purchase Agreement (Avado Brands Inc), Asset Purchase Agreement (Apple South Inc), Asset Purchase Agreement (Avado Brands Inc)
Property Inspection. (A) Between the date of this Agreement and the Closing Date, Purchaser Purchasers and Purchaser's Purchasers' agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Purchasers' Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser Purchasers may reasonably require to assess the condition of the Real Property; provided, however, that (i) any activities by or on behalf of PurchaserPurchasers, including, without limitation, the entry by Purchaser Purchasers or Purchaser's Purchasers' Designees onto the Real Property, or the other activities of Purchaser Purchasers or Purchaser's Purchasers' Designees with respect to the Real Property (hereinafter called "Purchaser's Purchasers' Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Purchasers' Activities, Purchaser Purchasers shall immediately return the Real Property to the condition existing prior to Purchaser's Purchasers' Activities; (iii) Purchaser Purchasers shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser Purchasers shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Purchasers' Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser Purchasers shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.
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Property Inspection. (A) Between the date of this Agreement and Prior to the Closing Date, Purchaser Seller shall afford Buyer and Purchaser's Buyer’s Agents reasonable access to the Real Property for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests, and any other physical inspections, studies, or tests reasonably required by Buyer (collectively, the “Inspections”) with respect to the Property. Buyer shall maintain for itself and on behalf of its consultants and contractors, or Buyer shall maintain and shall ensure that its agents, employeesconsultants and contractors maintain, public liability and property damage insurance insuring against any liability arising out of any entry, tests or investigations of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer and/or its consultants, agents and contractors (as applicable) shall be in the amount of One Million Dollars ($1,000,000.00) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. The policy maintained by Buyer shall insure the contractual liability of Buyer covering the indemnities herein and shall (i) name the Seller and its successors, assigns and affiliates as additional insureds, (ii) contain a cross-liability provision, and (iii) contain a provision that “the insurance provided by Buyer hereunder shall be primary and non-contributing with any other insurance available to Seller.” Buyer shall provide Seller with evidence of such insurance coverage prior to any entry, tests or investigations of the Property. The aforementioned insurance coverage may be obtained under a blanket policy carried by Buyer or its agents, consultants or contractors, representatives as the case may be. Notwithstanding the foregoing, Buyer shall not be permitted to undertake any intrusive or destructive testing of the Property, including without limitation a “Phase II” environmental assessment, (“Physical Testing”) without in each instance first obtaining Seller’s written consent thereto, which consent Seller shall not unreasonably withhold. Prior to entering the Property (and on each and every occasion), Buyer shall deliver to Seller prior written notice thereof (or verbal notice wherein Buyer actually speaks with a representative of Seller (not a voicemail message) with written notice delivered immediately thereafter, if requested at such time), and shall afford Seller a reasonable opportunity to have a representative of Seller present to accompany Buyer while Buyer performs its evaluations, inspections, tests, Physical Testing and other designees (hereinafter collectively called "Purchaser's Designees") investigations of the physical condition, including without limitation, the environmental condition, of the Property. Buyer also shall have the right to enter contact any governmental agency with respect to any Hazardous Materials (as defined below) on, or the Real Property for environmental condition of, the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the in connection with a “Phase I” or “Phase II” environmental assessment. Prior to any such contact, Buyer shall give Seller written notice thereof (or verbal notice wherein Buyer actually speaks with a representative of Seller (not a voicemail message) with written notice delivered immediately thereafter, if requested at such time), and shall afford Seller a reasonable opportunity to have a representative of Seller present to accompany Buyer while Buyer contacts any such governmental agency. In addition, prior to any entry by Purchaser to perform any necessary on-site inspections, tests, Physical Testing or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees investigations with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage physical condition of the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.Buyer
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Property Inspection. (A) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Leased Real Property for the purposes of inspecting the Leased Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Leased Real Property; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Leased Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Leased Real Property (hereinafter called "Purchaser's Activities") shall not damage the Leased Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Propertylessor; (ii) in the event the Leased Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Leased Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, and the lessor of any Leased Real Property.
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Property Inspection. (A) Between the date of this Agreement BUYER and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") BUYER’S agents shall have the right to enter the Real Property premises upon no less than forty-eight (48) hours written notice to SELLER, at BUYER’S own risk, for the purposes of inspecting the Real Propertypremises for the presence of Hazardous Materials, conducting soil testsprovided that BUYER shall not conduct any subsurface tests without SELLER’S prior written consent, conducting surveys, mechanical and structural engineering studies, environmental studiesnot to be unreasonably withheld, and conducting shall promptly restore the premises to their condition as prior to any other investigationssuch disturbance. BUYER shall defend, examinationsindemnify and hold SELLER harmless against any claim by BUYER or BUYER’S agents, testsemployees or invitees (with BUYER, the “Buyer Parties”) for any harm, injury, loss, claims, demand, damage and/or liability arising from or relating to said entry and inspections shall restore the Premises to substantially the same condition as Purchaser may reasonably require prior to assess such entry. BUYER shall maintain comprehensive liability insurance, including coverage for bodily injury, wrongful death and property damage, in the condition minimum amount set forth herein to support the obligations of BUYER under the terms and conditions of this agreement to indemnify, defend and hold harmless SELLER: General Liability: $1,000,000.00/occurrence, $2,000,000.00/aggregate; Bodily Injury Liability: $1,000,000.00/occurrence, $2,000,000.00/aggregate. The insurance coverage required hereunder shall be issued by insurance companies licensed in Massachusetts and having a Best’s rating of A- or better. Prior to entering the premises, BUYER shall provide SELLER with a copy of such insurance policy in each case indicating SELLER is an additional insured on the policy and showing compliance with the foregoing provisions. BUYER’S obligations hereunder are contingent on not having found Hazardous Materials on the premises in quantities that must be reported to the Department of Environmental Protection under the provisions of X.X. x. 21E or the regulations thereunder. If BUYER finds such Hazardous Materials and informs SELLER of the Real Property; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect same in writing prior to the Real Property (hereinafter called "Purchaser's Activities") closing date, this Agreement shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property be null and void and without recourse to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activitiesparties. Notwithstanding any provision The provisions of this Agreement to Section shall survive the contrary, Purchaser shall not have delivery of the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Propertydeed.
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Samples: Purchase and Sale Agreement
Property Inspection. (A) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real PropertyProperty and its compliance with laws; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Propertywhatsoever; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) law other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claimsclams, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing tests beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.
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Property Inspection. (A) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") Purchasers shall have reasonable access to the right to enter Assets for the purpose of conducting surveys, architectural, engineering, geotechnical, and environmental inspections and tests and any other inspections, studies, or tests reasonably required by Purchasers, all at Purchasers’ sole expense. If any inspection or test disturbs the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to Conveyed Improvements, Purchasers will (at their sole expense) restore the Real Property (hereinafter called "Purchaser's Activities") shall and the Conveyed Improvements as soon as reasonably possible to the same condition as existed prior to any such inspection or test. Notwithstanding anything to the contrary in this Agreement, Purchasers will not damage do, or cause or direct to be done, any subsurface testing or boring, or any testing of subsurface water, or any coring, boring or other intrusive testing, or any other inspection of or entry upon the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event Conveyed Improvements without Seller's first obtaining Sellers’ prior written consent disclose the results of any of which Sellers may give or withhold in its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultantsabsolute discretion. Each Purchaser hereby indemnifies Sellers, and investors; and (iv) Purchaser shall indemnify, defend, agrees to defend and hold Seller harmless Sellers harmless, from and against any and all claims, liabilities, damages, losses, costs, damages and expenses of any kind liabilities that may be asserted against or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, Sellers for or in connection with any Purchaser's Activitiesinjuries or damage to any persons or property, which directly or indirectly are caused by or result from any entry, inspection, testing or other action done or caused or directed to be done by any Purchaser or its representatives or contractors. Notwithstanding any provision Purchasers agree to cause all parties entering the Real Property and the Conveyed Improvements at Purchasers’ instance to maintain adequate and appropriate insurance to cover risks of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller type described herein and, if applicableupon Sellers’ request, to deliver to Sellers evidence establishing to Sellers’ reasonable satisfaction that adequate and appropriate insurance to cover risks of the lessor of any Leased Real Propertytypes described herein is being maintained.
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Property Inspection. (Aa) Between Seller shall make the date Property available at reasonable times (but in no event during weekends, holidays or after Close of this Agreement Business) to the Buyer Parties (as defined below) for such inspections and tests as Buyer deems appropriate, including for Buyer's engineering inspection(s), hazardous materials inspections, site evaluations, and such other inspections and tests as Buyer deems appropriate. Buyer shall give Seller at least two (2) business days’ prior notice of any visit or tests describing who will visit and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") nature of such visit and/or tests. Seller shall be entitled to have the right to enter the Real Property a representative present during any visits or tests. Other than for the purposes purpose of inspecting routine review of public records, the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting Buyer Parties may not meet with any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess governmental authority regarding the condition of the Real PropertyProperty without Seller’s prior written consent; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees Buyer Parties shall be permitted to communicate with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner governmental authorities in connection with any Purchaser's Activitiesobtaining a zoning report. If Seller’s consent is obtained by Buyer, Purchaser Buyer shall immediately return the Real Property provide to the condition existing prior to Purchaser's Activities; Seller at least two (iii2) Purchaser shall in no event without Seller's business days prior written consent disclose notice of the results of intended contact and shall permit Seller to have a representative present when Buyer has such contact with any of its investigations, examinations, tests, governmental official or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever representative. No invasive tests (including, without limitation, attorneys' feestests for mold, soils and water samples and soils borings) shall be conducted without Seller’s consent, which may be withheld in Seller’s sole discretion, and expenses all investigations shall be subject to the rights of tenants and court costsshall be done in a manner which minimizes disruption to tenants. Buyer shall not (i) suffered, incurred unreasonably disturb the tenants or sustained interfere with their use of the Property pursuant to their respective leases; (ii) unreasonably interfere with the operation and maintenance of the Property; (iii) damage any part of the Property or any personal property owned or held by Seller as a result of, any tenant or any third party without restoring the same in accordance with subsection (d) below; (iv) injure or otherwise cause bodily harm to any person; (v) permit any liens to attach to the Property by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope exercise of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Propertyits rights hereunder.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Resource Real Estate Opportunity REIT, Inc.)
Property Inspection. (A) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real PropertyProperty and its compliance with laws; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.
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Property Inspection. (A) Between Except as set forth herein, during the date of this Agreement and the Closing DateInspection Period, Purchaser and PurchaserBuyer or Buyer's agents, employees, employees and/or contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, conduct such investigations and inspections as Purchaser to the Property, the physical condition thereof, matters of zoning and all other matters with respect to the Property (the "Inspections") which are in Buyer's judgment relevant to Buyer's determination whether to purchase the Property or to terminate this Agreement. Buyer hereby acknowledges that Seller has provided Buyer with an environmental study by Dames & Mxxxx dated March 28, 1997 (the "Dames & Mxxxx Study"), and further acknowledges that although Buyer may reasonably require to assess confirm the condition results of the Real Property; Dames & Mxxxx Study, no invasive environmental tests (such as drilling or soil or groundwater testing) may be performed by Buyer unless Seller has provided its written consent thereto. Buyer's Inspections shall be at Buyer's sole cost and expense. Seller shall cooperate in good faith with Buyer in Buyer's efforts to investigate the Property during the Inspection Period, provided, however, that (i) prior to consultation with any activities by or on behalf of Purchaserthird parties as to the Property, Buyer shall first consult with Seller and provide Seller the opportunity, at Seller's expense, to assist Buyer in such examination, including, without limitationat Seller's option, the entry right to attend any discussions or meetings concerning the Property with Buyer and such third parties. Buyer shall indemnify Seller from and against any loss, damage, cost or expense incurred by Purchaser or PurchaserSeller as a result of Buyer's Designees onto Inspections, and Buyer shall, following any such Inspections, promptly restore the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing immediately prior to Purchaser's Activities; (iii) Purchaser such Inspections, it being understood and agreed that Buyer shall in have no event right to perform any physically invasive Inspections of the Improvements or any other tests that may damage the same, without Seller's prior written consent disclose consent, which may be withheld in Seller's sole and absolute discretion. Notwithstanding the results of foregoing indemnification agreement, Buyer shall not be responsible or liable for any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller environmental conditions found on the Property as a result of, by reason of, or of the Inspections that are conducted in connection accordance with any Purchaser's Activities. Notwithstanding any provision the terms of this SECTION 10. If for any reason whatsoever, in Buyer's sole discretion, Buyer determines during the Inspection Period that it does not wish to purchase the Property and to close the transaction contemplated hereby, Buyer shall have the absolute right to terminate this Agreement by giving written notice of such termination to Seller in the manner hereinafter provided for the giving of notices (the "Termination Notice"), prior to the contraryexpiration of the Inspection Period, Purchaser shall not have and delivering to Seller all prepared materials procured by Buyer in Buyer's inspection of the right to undertake any environmental studies or testing beyond Property ("Inspection Documents"). Upon receipt of such notice, the scope of a standard "Phase I" evaluation without the prior written consent of Seller andDeposit (with accrued interest, if applicable, the lessor any) shall be returned to Buyer and thereafter this Agreement shall be deemed terminated and of no further force and effect and both parties shall be released and relieved of any Leased Real Property.liability or obligations hereunder, except for the provisions of this SECTION 10, SECTION 12.2
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Arvida JMB Partners L P)
Property Inspection. (A) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Propertywhatsoever; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real PropertySeller.
Appears in 1 contract
Property Inspection. (A) Between From the date of this Agreement and hereof through 5:00 p.m. Eastern Time on March 24, 2014 (the Closing Date“Property Inspection Period”), Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") Buyer shall have the right to enter make non-invasive physical inspections of the Real Property for and to examine at such place or places at the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess in the condition offices of the Real property manager or elsewhere as the same may be located, any operating files maintained by Seller or its property manager in connection with the leasing, maintenance and/or management of the Property; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto Leases, lease files, bills, invoices, receipts and other general records relating to the Real income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, and similar materials, but excluding Seller’s internal memoranda, financial projections, client reports, budgets, environmental audits and physical inspection reports, appraisals, accounting and tax records and similar proprietary or confidential information and materials not directly related to the leasing, maintenance and/or management of the Property. All information acquired by Buyer or its representatives as a result of any Property inspections shall be kept in strict confidence as more fully set forth in Section 13.3. Notwithstanding anything to the contrary set forth herein, Seller hereby approves Buyer’s right to discuss Buyer’s potential purchase of the Property with representatives or employees of any municipal, state or federal government (or agency, authority, department, or quasi-governmental agency thereof) (collectively, “Governmental Agencies”), provided (a) Buyer gives Seller reasonable prior notice of any meetings with such representatives or employees and Seller shall have the right to have a representative present at such meetings, and (b) Buyer provides to Seller copies of all correspondence to and from such Governmental Agencies related to the Property or Buyer’s purchase of the Property. Notwithstanding anything to the contrary contained herein, Buyer is authorized to have initial meetings with, and make the reasonable and customary general requests of, Governmental Agencies regarding the compliance of the Property with applicable laws and regulations, including without limitation compliance of the Property with zoning, environmental and other activities of Purchaser or Purchaser's Designees ordinances and requirements and the then-current entitlements with respect to the Real Property, without any further notice to Seller or copies of such initial requests. Buyer understands and agrees that any on-site inspections of the Property shall be (hereinafter called "Purchaser's Activities"i) shall not damage subject to the Real Property notice and other access provisions in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; Leases and (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activitiesconducted upon at least twenty-four (24) hours’ prior written notice to Seller and, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser at Seller’s option, conducted in the presence of Seller or its representative. After its inspections are completed, Buyer shall restore any damage to the Property caused by Buyer’s inspections at Buyer’s sole cost and expense. Prior to Buyer or any such other party entering the Property in no event without Seller's prior written consent disclose the results exercise of any the access rights hereunder, Buyer shall deliver to Seller a certificate of its investigationscomprehensive public liability insurance at limits of not less than One Million Dollars ($1,000,000), examinationscombined single limit, testsfor personal injury, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultantsbodily injury and death, and investors; property damage, naming Seller as an additional insured and (iv) Purchaser evidencing coverage with such insurers and limits as shall indemnifybe reasonably satisfactory to Seller. Except to the extent caused by the negligence or willful misconduct of Seller or its agents or representatives, defend, Buyer agrees to indemnify against and hold Seller harmless from and against any and all claimsclaim, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees actually incurred), damages or injuries arising out of or resulting from the inspection of the Property by Buyer or its agents or representatives; provided, however, that Buyer shall have no liability with respect to the mere discovery of any kind hazardous materials or nature whatsoever contamination revealed by Buyer’s inspections and investigations pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller and the other obligations of Buyer under this Section 3.5 shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Buyer and shall be conducted so as not to interfere unreasonably with use of the Property by Seller or its tenants. As part of its investigation of the Property, Buyer shall have the right to provide to Seller in writing a list of those Service Contracts which Buyer does not elect to assume at Closing and, to the extent such Service Contracts are terminable on less than thirty (including30) days’ notice without payment, without limitationSeller shall use commercially reasonable efforts to terminate such Service Contracts as of Closing. In connection with its investigation of the Property during the Property Inspection Period, attorneys' feesBuyer may inspect the Property in a non-invasive manner at Buyer’s expense for the presence of any Hazardous Substances, and expenses shall upon Seller’s request (and court costsprovided Seller reimburses Buyer for any costs of such reports) suffered, incurred or sustained furnish to Seller copies of any reports received by Seller as a result of, by reason of, or Buyer in connection with any Purchaser's Activitiessuch inspection. Notwithstanding If Buyer desires to perform any provision of this Agreement to the contraryinvasive testing, Purchaser such testing shall not have the right to undertake any environmental studies be permitted or testing beyond the scope of denied in Seller’s sole discretion. For purposes hereof, Buyer and Seller agree that (i) a standard "“Phase I" evaluation without the prior written consent of Seller andI Environmental Site Assessment” shall be a non-intrusive test hereby approved by Seller, if applicable, the lessor of any Leased Real Property.and (ii) Seller
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Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
Property Inspection. (A) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real PropertyProperty and the other tangible Assets, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real PropertyProperty and the other tangible Assets; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is or other Assets are altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property or other Assets to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.
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Property Inspection. (A) Between the date of this Agreement Buyer has had, and shall continue to have through the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and make non-invasive physical inspections as Purchaser may reasonably require to assess the condition of the Real Property and to examine at such place or places at the Property or in the offices of the property manager, any operating files maintained by Seller or its property manager in connection with the leasing, maintenance and/or management of the Property; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto leases, lease files, operating agreements, service contracts, commission agreements, insurance policies, bills, invoices, receipts and other general records relating to the Real income and expenses of the Property, or the other activities of Purchaser or Purchaser's Designees with respect correspondence, surveys, plans and specifications, warranties for services and materials provided to the Real Property, engineering reports and environmental audits, but excluding materials not directly related to the leasing, maintenance and/or management of the Property such as Seller's internal memoranda, financial projections, budgets, appraisals, accounting and tax records and similar proprietary or confidential information. Buyer understands and agrees that any on-site inspections of the Property and any tenant discussions shall be conducted upon at least forty-eight (hereinafter called "Purchaser48) hours' prior written notice to Seller and in the presence of Seller or its representative. After its inspections are completed, Buyer shall restore the Property, at Buyer's Activities") sole cost and expense, substantially to its condition immediately prior to Buyer's inspections. Prior to Buyer or any other party entering the Property in the exercise of the access rights hereunder, Buyer shall deliver to Seller a certificate of comprehensive public liability insurance naming Seller and its property manager as additional insureds and evidencing coverage with such insurers and limits (which shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (iibe less than $2,000,000) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser as shall immediately return the Real Property be reasonably satisfactory to the condition existing prior Seller. Buyer agrees to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, indemnify and hold Seller harmless from and against any and all claims, claim for liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, including reasonable attorneys' feesfees actually incurred) losses, damages or injuries arising out of or resulting from the inspection of the Property by Buyer or its agents. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and expenses hold harmless Seller and court costs) suffered, incurred the other obligations of Buyer under this Section 3.5 shall survive Closing or sustained any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Buyer and shall be conducted so as a result ofnot to interfere with use of the Property by Seller or its tenants. Buyer may not, by reason ofhowever, perform any invasive or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to destructive testing at the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation Property without having received the prior written consent of Seller andSeller, if applicablewhich shall be at Seller's sole discretion, the lessor of any Leased Real Propertyin each instance.
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Property Inspection. Upon reasonable prior notice (Ahowever not less than twenty-four (24) Between the date of this Agreement and the Closing Datehours’ notice) to Seller, Purchaser and Purchaser's , through its agents, employees, employees or contractors, representatives may go upon the Property beginning on the Execution Date and ending on the Inspection Date (the “Inspection Period”) during normal business hours to make boundary line or topographical surveys and to conduct such soil, engineering, environmental and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical investigations and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition analyses of the Real Property; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in perform no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever intrusive testing (including, without limitation, attorneys' feestest borings, drilling, removal of soil and water samples, ground water testing and surface water testing, but excluding air quality and radon testing, routine mold and asbestos sampling, and expenses small soil, carpet or similar sampling) without the specific consent of Seller and court costs) sufferedSeller’s agreement to the nature and scope of such testing, incurred or sustained which consent by Seller as a result ofshall not be unreasonably denied, by reason ofdelayed, or in connection with any Purchaser's Activitiesconditioned. Notwithstanding any provision the provisions of this Agreement the immediately preceding sentence, Purchaser shall have the option (the “Inspection Period Extension Option”) on one (1) occasion to extend the Inspection Period by up to ten (10) days by providing written notice to Seller of Purchaser’s exercise of its Inspection Period Extension Option on or prior to the contrarythen effective Inspection Date. Purchaser shall pay all costs incurred in making such surveys, tests, analyses and investigations and shall indemnify, defend and hold Seller and the Seller Parties (as defined in Section 12.1) harmless from any liens (or claims for unpaid fees), and from any claims, losses and liabilities for personal injury or property damage arising out of Purchaser’s exercising such right and privilege to go upon the Property; provided, however, Purchaser shall not have any liability with respect to the gross negligence or willful misconduct of Seller or parties under Seller’s direct authority or control. Purchaser’s indemnity of Seller and the Seller Parties hereunder shall survive the rescission, cancellation, termination or consummation of this Agreement. If for any reason or no reason whatsoever (in Purchaser’s sole discretion), Purchaser is not satisfied with any inspections or investigations of the Property, Purchaser may, by written notice received by Seller on or prior to 5:00 PM (eastern time) on or before the Inspection Date (a “Termination Notice”), elect to terminate this Agreement. If Purchaser so elects, the Exxxxxx Money shall be returned to Purchaser, and the parties shall have no further rights or obligations to one another except as otherwise expressly provided herein. Purchaser’s failure to timely send a Termination Notice shall be deemed Purchaser’s election to proceed to Closing, and Purchaser shall have no further right to undertake any environmental studies or testing beyond terminate this Agreement under this Section 5.1. If Seller does not deliver a Termination Notice as set forth above, Purchaser shall within five (5) Business Days following the scope of a standard "Phase I" evaluation without Inspection Date, deposit the prior written consent of Seller andAdditional Exxxxxx Money with Escrow Agent, if applicablewhich Additional Exxxxxx Money shall become part of, and for all purposes under this Agreement be treated the same as, the lessor of any Leased Real PropertyExxxxxx Money.
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Samples: Purchase and Sale Agreement (Medalist Diversified REIT, Inc.)
Property Inspection. (Ai) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (iA) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; provided, however, that Seller agrees and acknowledges that Purchaser's activities may, upon reasonable notice to Seller, involve soil borings and samplings and similar invasive procedures that will not adversely affect operations of the Restaurants or affect the structural integrity of the Real Property; (iiB) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately promptly return the Real Property to t the condition existing prior to Purchaser's Activities; (iiiC) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (ivD) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property; provided, however, that Purchaser shall have the right to undertake and conduct a "Phase II" evaluation or other evaluation Purchaser deems necessary on the Real Property on which the Bristol, Tennessee Restaurant is located.
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