Purchasers Inspection and Review Rights. Subject to the rights of the ---------------------------------------- Tenant (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Purchaser hereby agrees to indemnify Seller and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Said indemnity shall survive Closing or termination of this Agreement. All such inspections shall be non-destructive in nature and specifically shall not include any physically intrusive testing; provided however, that if Purchaser desires to undertake such intrusive testing, Purchaser shall first obtain Seller's written approval which shall not be unreasonably withheld if Purchaser conducts such testing in accordance with commercially customary standards. Purchaser shall maintain and shall insure that Purchaser and Purchaser's consultants and contractors maintain public liability insurance and property damage insurance in an amount not less than Two Million Dollars ($2,000,000) and in form and substance adequate to insure against all liability of Purchaser and its consultants and contractors, respectively, and each of their respective agents, employees and contractors, arising out of inspections and testing of the Property or any part thereof made on Purchaser's behalf and, at Seller's request, Purchaser shall furnish Sellers with appropriate certificates and endorsements reflecting Seller as an additional insured under any such insurance. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser's agents and representatives, for review and copying, all books, records, and files in Seller's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating solely to the operation of the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property...
Purchasers Inspection and Review Rights. Commencing on November 20, 2003 (whether or not such date is prior to the effective date of this Agreement) and subject to the rights of the Tenants (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s full cooperation, shall have the privilege, upon reasonable prior notice, of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Such privilege shall include the right to perform tests customarily employed in the industry and non-invasive tests to obtain information necessary to determine surface and subsurface conditions. Purchaser hereby agrees to indemnify, defend and hold Seller harmless from any liens, claims, liabilities, losses, costs, expenses, injuries and damages incurred through the exercise of such privilege but excluding any liability arising out of the existing environmental condition of the Property (not attributable solely to the willful misconduct or grossly negligent conduct of Purchaser or its agents) or the presence of toxic or hazardous substances thereon (not attributable solely to the willful misconduct or grossly negligent conduct of Purchaser or its agents and excluding any claims arising out of a release of existing or in-place hazardous or toxic substances on or under the Property (not attributable solely to the willful misconduct or grossly negligent conduct of Purchaser or its agents), which obligation to indemnify, defend and hold Seller harmless shall survive Closing or any termination of this Agreement. Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege (excluding any damage arising out of a release of existing or in-place hazardous or toxic substances on or under the Property not attributable solely to the willful misconduct or negligent conduct of Purchaser or its agents) and restore the Property to the condition existing prior to the exercise of such privilege which obligation shall survive Closing or any termination of this Agreement. Purchaser also shall have the right to communicate with all Tenants, with governmental officials having jurisdiction over the Property, and with all architects and contractors who have provided services for the benefit of the Property, only after providing Seller with written notice of any such proposed contact and providing Seller with a reasonable opportunity to be present during such contact. Not later than the effec...
Purchasers Inspection and Review Rights. (a) Commencing on the effective date of this Agreement and subject to the rights of the Tenants (as hereinafter defined), upon giving reasonable advance notice to Seller's property manager, Purchaser and its agents, engineers, or representatives, with Seller's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Purchaser shall be additionally entitled to conduct interviews with the tenants provided Purchaser has provided Seller with twenty-four (24) hours' prior notice thereof and the opportunity to attend said meetings. Such privilege shall include the right to make borings and other tests to obtain information necessary to determine surface and subsurface conditions, provided that such activities do not materially interfere with the rights of Tenants or the ongoing operation of the Property.
Purchasers Inspection and Review Rights. (a) During the Feasability ---------------------------------------- Period, Purchaser and its agents, engineers, or representatives shall have the privilege, by coordinating their activities with Seller, of going upon the Property as needed to inspect, examine, test, and survey the Property. After the Feasability Period, and upon the request of Purchaser, Seller shall use its reasonable efforts to allow Purchaser access to the Property. Purchaser hereby agrees to indemnify and hold Seller and Stone harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege; and Purchaser, under the direction of Seller, further agrees to repair any damage to the Property caused by the exercise of such privilege. Such obligations shall survive any termination of this Agreement. Seller has made available to Purchaser, or Purchaser's agents and representatives, for review and copying, all books, records, files and other information in Seller's possession relating to the ownership and operation of the Property, including, without limitation, any tenant files, and other contracts, books, records, operating statements, and other information relating to the Property obtained from Stone or independently developed by Seller. Seller has provided to Purchaser prior to the date hereof any appraisals, building inspection reports, environmental reports and financial information relating thereto which is in the possession or under the control of Seller.
Purchasers Inspection and Review Rights. (a) At all reasonable times after the Date of this Agreement, Seller shall make available to Purchaser, or Purchaser's agents and representatives, for review and copying, and for Purchaser's independent verification and analysis, (i) all books and records pertaining to operation of the Property (or duplicate copies thereof), (ii) to the extent in Seller's possession or control, plans, specifications, and engineering and/or architectural drawings of the Improvements and systems of the Property or any part of the Property (or duplicate copies thereof), (iii) to the extent in Seller's possession or control, any boundary and "as-built" surveys of the Land and Improvements, and (iv) to the extent in Seller's possession or control, any environmental reports, appraisals and engineering reports relating to the Property. Seller acknowledges that Purchaser may be required by the Securities and Exchange Commission to file audited financial statements for one to three years with regard to the Property. At no cost or liability to Seller, Seller shall cooperate with Purchaser, its counsel, accountants, agents, and representatives, to provide them with access to Seller's books and records with respect to the ownership, management, maintenance, and operation of the Property for the applicable period, and permit them to copy the same. Purchaser will pay the costs associated with any such audit.
Purchasers Inspection and Review Rights. Commencing on the effective date of this Agreement and subject to the rights of the Guests (as hereinafter defined), upon giving reasonable advance notice to one of Seller's corporate officers, Purchaser and its agents, engineers, or representatives, with Seller's full cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Purchaser will give 24 hour prior notice to Seller's corporate officers of all persons entering upon the Property. Purchaser shall not interfere with the operations of the hotels located on the Property or annoy or disturb guests of said hotels while conducting such inspections. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege.
Purchasers Inspection and Review Rights. Purchaser and its agents, ---------------------------------------- engineers, or representatives, with Seller's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser's agents and representatives, for review and copying, all books, records, and files in Seller's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is five (5) days after the effective date of this Agreement the most current surveys of the Land and Improvements and any title insurance policies, appraisals, certificates of occupancy, zoning letters, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller.
Purchasers Inspection and Review Rights. Purchaser and its agents, ---------------------------------------- engineers, or representatives, with Seller's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time, provided, however, that (i) such activities shall not, without Seller's prior written consent, damage the Property in any way or disrupt the Tenants in any way; (ii) such activities shall not interfere with Seller's construction activities; (iii) all such persons shall comply with reasonable safety requirements of Seller; and (iv) Seller shall have no liability or obligation to any of such persons for any injury or loss suffered while said persons are upon the Property. Purchaser hereby agrees to indemnify Seller and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. The foregoing indemnity shall survive any termination of this Agreement.
Purchasers Inspection and Review Rights. Subject to the rights of ---------------------------------------- the Tenant (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time provided Landlord's construction activities are in no manner impaired by Purchaser. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser's agents and representatives, for review and copying, all books, records, and files in Seller's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is five (5) days after the effective date of this Agreement the most current surveys of the Land and Improvements and any title insurance policies, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller.
Purchasers Inspection and Review Rights. (a) Commencing on the Effective Date of this Agreement and subject to the rights of the Tenants (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s full cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property. Purchaser must provide Seller with at least twenty-four (24) hours’ prior notice (which notice may be made by telephone, facsimile or e-mail) of Purchaser’s desire to enter onto the Property to conduct any such surveys, assessments, studies, tests, inspections or examinations, and all such surveys, assessments, studies, tests, inspections and examinations shall be conducted in the presence of Seller or its representative(s) and at reasonable times. Without limiting the foregoing, prior to any entry to perform physically intrusive testing, Purchaser shall give Seller two (2) business days’ prior notice thereof (which notice may be made by telephone, facsimile or e-mail), including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of its disapproval shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s right to conduct the surveys, assessments, studies, tests, inspections and examinations described above shall be subject to the condition that Purchaser shall first have provided Seller with a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail).
