Common use of Purchaser's Inspection Clause in Contracts

Purchaser's Inspection. Purchaser shall have a period of sixty-five (65) calendar days from the Effective Date, which period may be extended in accordance with Sections 3.03, 6.01(j) and 6.02(b) hereof (the "Inspection Period"), during which to obtain suitable financing and conduct such feasibility studies, including Phase I environmental studies, as Purchasers deem appropriate in an effort to determine whether or not to proceed with the Closing of the Transactions contemplated by this Agreement. Purchasers shall indemnify and hold Seller harmless from and against any and all claims, liabilities, and damages arising as a direct result of Purchasers' presence on the Real Property or the conduct of such studies and the foregoing indemnity shall expressly survive the closing or earlier termination of this Agreement. In the event Purchasers determine in their sole and absolute discretion that they do not wish to proceed with Closing, Purchasers may terminate this Agreement pursuant to Section 10.11(a) by giving written notice thereof to Seller on or prior to the expiration of the Inspection Period, in which event this Agreement shall automatically terminate, and the Earnest Money (less $100) shall be returned to Parent Purchaser in accordaxxx xxxh Section 2.07(b). If Purchasers terminate this Agreement prior to the expiration of the Inspection Period, Purchasers shall have no liability under this Agreement as a result of such termination except as herein provided. Purchasers agree that, having had the opportunity to inspect the Assets for defects and having had the right to terminate this Agreement in the event any defects are found, Purchasers will accept at Closing the Assets in an "as is, where is" condition, and Purchasers acknowledge that, other than as may be expressly set out herein, Seller is not making any representations or warranties with respect to the physical condition of the Assets.

Purchaser's Inspection. Purchaser shall have a period of sixty-five (65) calendar days from has inspected the Effective DatePurchased Assets, which period may be extended in accordance with Sections 3.03, 6.01(j) acknowledges the quantity and 6.02(b) hereof (the "Inspection Period"), during which to obtain suitable financing and conduct such feasibility studies, including Phase I environmental studies, as Purchasers deem appropriate in an effort to determine whether or not to proceed with the Closing condition of the Transactions contemplated by this Agreement. Purchasers shall indemnify and hold Seller harmless from and against any and all claims, liabilitiesPurchased Assets, and damages arising as acknowledges that no further inspection or due diligence is a direct result of Purchasers' presence on condition to complete the Real Property or the conduct of such studies and the foregoing indemnity shall expressly survive the closing or earlier termination of this Agreementtransactions contemplated hereby. In the event Purchasers determine in their sole and absolute discretion Purchaser acknowledges that they do not wish to proceed with Closing, Purchasers may terminate this Agreement pursuant to Section 10.11(a) by giving written notice thereof to Seller on or prior to the expiration of the Inspection Period, in which event this Agreement shall automatically terminate, and the Earnest Money (less $100) shall be returned to Parent Purchaser in accordaxxx xxxh Section 2.07(b). If Purchasers terminate this Agreement prior to the expiration of the Inspection Period, Purchasers shall have no liability under this Agreement as a result of such termination except as herein provided. Purchasers agree that, having had the opportunity to inspect it is purchasing the Assets for defects and having had the right to terminate this Agreement in the event any defects are found, Purchasers will accept at Closing the Assets in on an "“as is, where is" condition” basis, and Purchasers acknowledge that, other than as may be expressly set out herein, Seller is not making any with no representations or warranties with respect of any kind except as specifically set forth in Article 7. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in Article 7 hereof. Purchaser further represents that neither Sellers nor any of their affiliates nor any other Person has made any representation or warranty, express or implied, as to the physical condition accuracy or completeness of any information regarding Sellers, the Sellers’ Business, the Purchased Assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the AssetsSellers, any of their affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Sellers relating to the Purchased Assets or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Purchased Assets and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Purchased Assets and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Purchaser's Inspection. Purchaser shall have a period of sixty-five until thirty (6530) calendar days from after the Effective Date, which period may be extended in accordance with Sections 3.03, 6.01(j) and 6.02(b) hereof Date (the "Inspection Period")) to personally or through agents, employees or contractors, go upon and have access to the Property during which normal business hours upon reasonable prior notice to obtain suitable financing and Seller to conduct such feasibility studiessoil, including Phase I engineering, environmental studiesand other examinations, as Purchasers deem appropriate in an effort to determine whether or not to proceed with the Closing tests, investigations, analyses and appraisals of the Transactions contemplated Property as Purchaser deems desirable and to fully examine the existing, environmental clean-up plan, the parties liable therefor, the remediation bond, the environmental insurance policy and the assignability thereof or the effect of naming Purchaser as an additional insured thereunder, and the environmental problem, clean-up proposal and responsible parties in respect of Unit 8 of the Condominium. In connection therewith, Purchaser shall have the right to talk to any municipal or state authority and, if permitted by such authorities, obtain copies of any reports or recommendations in such state or municipal files. Seller shall make available to Purchaser for Purchaser's use in its due diligence all of the items listed in Exhibit H hereto. Anything herein to the contrary notwithstanding, if Purchaser shall request Seller to deliver to Purchaser any items not included in Exhibit H which are in Seller's possession or in the possession of the Property Manager or other professionals hired by Seller, Seller shall use its reasonable efforts, at no cost to Seller, to promptly obtain the same and deliver it to Purchaser. Upon two (2) days prior written notice to Seller, Purchaser shall be permitted to examine and copy all Books and Records of Seller and the Condominium Association at the offices of Seller during normal business hours. Purchaser shall pay all third party costs incurred in making such tests, analyses and investigations. Purchaser acknowledges that any such examinations or inspections of the Property pursuant to this Paragraph 2.1 are subject to the rights of all Tenants in the Real Property at the time of such examination or inspection and Purchaser agrees to conduct such inspections or examinations in such a manner so as to prevent unreasonable disruption of the ordinary operation of Seller's or any Tenant's business on the Real Property. Seller shall have the right to have its representatives accompany Purchaser or its employees, agents or contractors during any such inspections or examinations. Purchaser will not contact any Tenant of the Real Property without first obtaining the written approval of Seller; provided, however, nothing contained herein shall limit Purchaser's right to contact any Tenant at their "home" or headquarters offices or any regional offices which are not located at the Real Property. If asked by any Tenant, Purchaser or its agents shall state that they are an equity investor of the owner. At Purchaser's request, Seller shall direct Seller's manager of the Property (the "Property Manager") and Seller's third party consultants and agents to cooperate with Purchaser in Purchaser's tests, investigations, analyses, examinations and inspections of the Property pursuant to this Agreement, at no additional cost to Seller. Purchasers Purchaser shall restore the Property to its condition existing immediately before Purchaser's entry upon the Property, and Purchaser shall indemnify and defend Seller against and hold Seller harmless from and against any and all claims, demands, liabilities, losses, damages, costs and damages arising as a direct result of Purchasersexpenses, including reasonable attorneys' presence fees and disbursements (collectively, "Claims") for any bodily injury, property damage or construction liens caused by Purchaser in connection with entry on the Real Property by Purchaser, its agents, employees or contractors pursuant to this Paragraph 2.1. Prior to Purchaser, its employees, agents or contractors entering upon the conduct of such studies Real Property and the Common Elements, Purchaser shall deliver to Seller, an insurance policy protecting Seller from any Claims to the extent of $5,000,000. Purchaser's foregoing obligations shall not include any obligation or duty whatsoever with respect to Claims (including Claims that the Real Property has declined in value) arising out of, resulting from or incurred in connection with (a) the discovery or presence of any Hazardous Substances (as defined in Paragraph 12.1.9 below), or (b) the results or findings of any tests or analyses of Purchaser's environmental or other investigation of the Property. Purchaser's indemnity of Seller under this Paragraph 2.1 shall expressly survive the closing rescission, cancellation, termination or earlier termination consummation of this Agreement. In Purchaser shall not disclose the event Purchasers determine in their sole and absolute discretion that they do not wish results of any investigations to proceed with Closingany third party, Purchasers may terminate this Agreement except for Purchaser's attorney, appraiser, lenders or other professionals or persons on a "need to know" basis, as reasonably determined by Purchaser or if required to disclose pursuant to Section 10.11(a) any law or regulation. Purchaser shall deliver to Seller, without any charge therefor, a copy of all draft and final environmental reports received by giving written notice thereof to Seller on or prior to the expiration of the Inspection Period, in which event this Agreement shall automatically terminate, and the Earnest Money (less $100) shall be returned to Parent Purchaser in accordaxxx xxxh Section 2.07(b). If Purchasers terminate this Agreement prior to connection with Purchaser's inspections and examinations, except if Purchaser is restricted from doing so by the expiration of person who prepared the Inspection Period, Purchasers shall have no liability under this Agreement as a result of such termination except as herein provided. Purchasers agree that, having had the opportunity to inspect the Assets for defects and having had the right to terminate this Agreement in the event any defects are found, Purchasers will accept at Closing the Assets in an "as is, where is" condition, and Purchasers acknowledge that, other than as may be expressly set out herein, Seller is not making any representations or warranties with respect to the physical condition of the Assetsreport.

Purchaser's Inspection. (a) Commencing as of the Effective Date and continuing for one hundred eighty (180) days thereafter (the “Inspection Period”), Purchaser and its agents shall be entitled and authorized, at Purchaser’s sole expense, to enter onto the Property for purposes of performing inspections, including, without limitation, such reviews, analyses, surveys, studies and non-invasive testing as Purchaser deems prudent, in its sole discretion (“Inspections”). In the event Purchaser desires to perform invasive tests on the Property (it being agreed and understood that a Phase I Audit (as hereafter defined) shall not be deemed invasive), Purchaser shall have a period of sixty-five (65) calendar days from the Effective Datefirst obtain Seller prior written consent, which period shall not be unreasonably withheld. Purchaser acknowledges and agrees that Seller shall be consulted in advance with respect to the proposed locations and numbers of invasive testing sites and may elect to be extended present while such evasive tests are being performed. Purchaser's agents for such Inspections include, without limitation, contractors, consultants, analysts, engineers, architects, insurers, banks, other lenders, and any other entity, person or firm chosen by Purchaser in accordance with Sections 3.03, 6.01(j) and 6.02(b) hereof (the "Inspection Period"), during which to obtain suitable financing and conduct such feasibility studies, including Phase I environmental studies, as Purchasers deem appropriate in an effort to determine whether or not to proceed with the Closing of the Transactions contemplated by this AgreementPurchaser's sole discretion. Purchasers Purchaser shall indemnify and hold harmless Seller harmless against and from and against any and all claimsloss, liabilitiescost, expense and damages arising as a direct result liability incurred by reason of Purchasersthe exercise of Purchaser's inspection rights prior to the Closing under this Agreement (including attorneys' presence on fees in all trial, appellate and post- judgment proceedings), unless due to the Real Property gross negligence or willful misconduct of Seller or the conduct mere discovery by Purchaser of such studies any preexisting condition of the Property. Notwithstanding the foregoing, Purchaser will not engage in any activity that could result in a mechanic’s lien being filed against the Property, or any portion thereof, without Seller’s prior written consent, not to be unreasonably withheld. Purchaser shall immediately repair any damage to the Property resulting from any inspection by Purchaser or an agent of Purchaser. At any time during the Inspection Period, Purchaser shall have the unconditional right to terminate this Agreement by delivering written notice (the “Termination Notice”) to Seller and Escrow Agent as provided herein. Notwithstanding other provisions herein, the foregoing indemnity obligations of Purchaser created by this Section shall expressly survive the closing or earlier termination of this AgreementAgreement or Closing. In If Purchaser does not deliver the event Purchasers determine in their sole and absolute discretion that they do not wish to proceed with Closing, Purchasers may terminate this Agreement pursuant to Section 10.11(a) by giving written notice thereof Termination Notice to Seller on or prior to the and Escrow Agent before expiration of the Inspection Period, in which event this Agreement shall automatically terminate, and the Earnest Money (less $100) Purchaser shall be returned deemed to Parent Purchaser in accordaxxx xxxh Section 2.07(b). If Purchasers have waived its right to terminate this Agreement prior under this Section and have elected to proceed with Closing. If Purchaser delivers the Termination Notice to Seller and Escrow Agent before expiration of the Inspection Period, Purchasers this Agreement shall immediately terminate and Escrow Agent shall immediately deliver the Initial Deposit held by Escrow Agent to Purchaser and neither party shall have no liability under any further obligations hereunder, except for those obligations set forth in this Agreement that expressly survive the termination of this Agreement. Notwithstanding the foregoing, in the event this transaction does not close, Purchaser, at Purchaser’s sole expense, shall upon receipt of written request from Seller release to Seller those reports, surveys, commitments, search results, assessments and other work generated as a result of such termination except as herein provided. Purchasers agree that, having had the opportunity to inspect the Assets for defects and having had the right to terminate this Agreement in the event any defects are found, Purchasers will accept at Closing the Assets in an "as is, where is" condition, and Purchasers acknowledge that, other than as may be expressly set out herein, Seller is not making any representations or warranties with respect to the physical condition Purchaser’s inspection of the AssetsProperty that are requested by Seller.

Purchaser's Inspection. Purchaser shall have a period of sixty-five (65) calendar days from has inspected the Effective DatePurchased Assets, which period may be extended in accordance with Sections 3.03, 6.01(j) acknowledges the quantity and 6.02(b) hereof (the "Inspection Period"), during which to obtain suitable financing and conduct such feasibility studies, including Phase I environmental studies, as Purchasers deem appropriate in an effort to determine whether or not to proceed with the Closing condition of the Transactions contemplated by this Agreement. Purchasers shall indemnify and hold Seller harmless from and against any and all claims, liabilitiesPurchased Assets, and damages arising as acknowledges that no further inspection or due diligence is a direct result of Purchasers' presence on condition to complete the Real Property or the conduct of such studies and the foregoing indemnity shall expressly survive the closing or earlier termination of this Agreement. In the event Purchasers determine in their sole and absolute discretion transactions contemplated hereby, Purchaser acknowledges that they do not wish to proceed with Closing, Purchasers may terminate this Agreement pursuant to Section 10.11(a) by giving written notice thereof to Seller on or prior to the expiration of the Inspection Period, in which event this Agreement shall automatically terminate, and the Earnest Money (less $100) shall be returned to Parent Purchaser in accordaxxx xxxh Section 2.07(b). If Purchasers terminate this Agreement prior to the expiration of the Inspection Period, Purchasers shall have no liability under this Agreement as a result of such termination except as herein provided. Purchasers agree that, having had the opportunity to inspect it is purchasing the Assets for defects and having had the right to terminate this Agreement in the event any defects are found, Purchasers will accept at Closing the Assets in on an "“as is, where is" condition” basis, and Purchasers acknowledge that, other than as may be expressly set out herein, Seller is not making any with no representations or warranties with respect of any kind except as specifically set forth in ARTICLE 7. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in ARTICLE 7 hereof, Purchaser further represents that neither Sellers nor any of their affiliates nor any other Person has made any representation or warranty, express or implied, as to the physical condition accuracy or completeness of any information regarding Sellers, the Sellers’ Business, the Purchased Assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the AssetsSellers, any of their affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of; any such information, including any confidential memoranda distributed on behalf of Sellers relating to the Purchased Assets or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Purchased Assets and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Purchased Assets and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Purchaser's Inspection. 5.1 INSPECTION. Purchaser shall have a period of sixty-five (65) calendar days from the Effective Dateuntil April 19, which period may be extended in accordance with Sections 3.03, 6.01(j) and 6.02(b) hereof 2004 (the "Inspection PeriodINSPECTION PERIOD"), during which Purchaser shall have the right to obtain suitable financing enter upon the Land and conduct Improvements for the purpose of conducting such feasibility tests, studies, including Phase I environmental studiessurveys and research of the Property as Purchaser shall determine; provided, however, that Purchaser shall not conduct interviews, speak with or meet with any tenants under the Leases without a representative of Seller being present and Purchaser shall strictly comply with Seller's right of entry as Purchasers deem appropriate in an effort to determine whether or "Landlord" under the Leases so as not to proceed with disturb any tenant. Seller shall not be liable or responsible for any activities of Purchaser upon the Closing Land and Improvements. Should a lien of any kind be filed against the Transactions contemplated Land or Improvements by this Agreementreason of Purchaser's activities, Purchaser shall have the same canceled and discharged of record within ten (10) days after actual notice thereof. Purchasers shall indemnify Purchaser shall, and does hereby agree to, indemnify, defend and hold Seller harmless from and against any and all actions, suits, liens, claims, liabilitiesdamages, expenses, losses and damages liability arising as a direct result out of Purchasers' presence the exercise of any such privileges by Purchaser (including without limitation, any rights or claims of materialmen or mechanics to liens on the Real Property or the conduct of such studies Property), which indemnity, defense and the foregoing indemnity hold harmless agreement shall expressly survive the closing or earlier Closing hereunder and any termination of this Agreement. In Purchaser shall promptly restore the event Purchasers determine in Land and Improvements to their sole and absolute discretion that they do not wish condition on the date hereof to proceed with Closingthe extent practicable after all such tests or surveys. Prior to Purchaser or any of Purchaser's contractors or consultants entry on to the Property, Purchasers may terminate this Agreement pursuant to Section 10.11(a) by giving written notice thereof Purchaser shall deliver to Seller a certificate of commercial general liability insurance covering Purchaser's activities on or prior the Property, which insurance shall be in form, substance and amounts reasonably satisfactory to the expiration of the Inspection Period, in which event this Agreement shall automatically terminateSeller, and the Earnest Money (less $100) certificate shall be returned to Parent Purchaser in accordaxxx xxxh Section 2.07(b). If Purchasers terminate this Agreement prior to the expiration of the Inspection Period, Purchasers shall have no evidence that Seller has been named as an additional insured party on such commercial general liability under this Agreement as a result of such termination except as herein provided. Purchasers agree that, having had the opportunity to inspect the Assets for defects and having had the right to terminate this Agreement in the event any defects are found, Purchasers will accept at Closing the Assets in an "as is, where is" condition, and Purchasers acknowledge that, other than as may be expressly set out herein, Seller is not making any representations or warranties with respect to the physical condition of the Assetspolicy.

Purchaser's Inspection. At all times after the date of this Purchase Agreement, Purchaser and its consultants, contractors, attorneys, advisers, employees, directors, officers, lenders and prospective lenders, appraisers, agents and representatives (collectively, the "Purchaser Parties") shall have a period the right to enter upon the Property and to inspect, test, investigate and survey: (i) the Property, (ii) all of sixtySeller's financial records pertaining to the operation of the Property, (iii) photocopies of all leases and contracts in the possession of Seller, and (iv) other files and records in Seller's possession or control other than attorney-five (65) calendar days from client privileged information and information dealing with potential sales, and Seller's evaluations of the Effective Date, which period economics or value of the Property. The foregoing may be extended done at any reasonable time during ordinary business hours upon not less than twenty-four (24) hours prior notice to Seller, at Purchaser's sole cost and in accordance with Sections 3.03a manner not disruptive to tenants or the operation of the Property. Notwithstanding the foregoing, 6.01(jPurchaser must obtain Seller's prior written approval (not to be unreasonably withheld) of the scope and 6.02(b) hereof method of any third party inspection, testing or investigation of the Property (the "Inspection Period"), during which to obtain suitable financing and conduct such feasibility studies, including other than a Phase I environmental studiesinspection and customary physical inspection) including, as Purchasers deem appropriate in an effort to determine whether but without limitation, any invasive testing, any inspection which would involve taking subsurface borings or not to proceed with the Closing of the Transactions contemplated by this Agreement. Purchasers shall indemnify and hold Seller harmless from and against related investigations or any and all claims, liabilities, and damages arising as a direct result of Purchasers' presence on the Real Property or the conduct of such studies and the foregoing indemnity shall expressly survive the closing or earlier termination of this Agreement. In the event Purchasers determine in their sole and absolute discretion that they do not wish to proceed with Closing, Purchasers may terminate this Agreement pursuant to Section 10.11(a) by giving written notice thereof to Seller on or prior to the expiration of the Inspection Period, in inspection which event this Agreement shall automatically terminate, and the Earnest Money (less $100) shall be returned to Parent Purchaser in accordaxxx xxxh Section 2.07(b). If Purchasers terminate this Agreement prior to the expiration of the Inspection Period, Purchasers shall have no liability under this Agreement as a result of such termination except as herein provided. Purchasers agree that, having had the opportunity to inspect the Assets for defects and having had the right to terminate this Agreement in the event any defects are found, Purchasers will accept at Closing the Assets in an "as is, where is" condition, and Purchasers acknowledge that, other than as may be expressly set out herein, Seller is not making any representations or warranties with respect to would materially alter the physical condition of the AssetsProperty. Seller and its representatives, agents, and/or contractors shall have the right to be present during any testing, investigation, or inspection of the Property. In no event shall Purchaser or any of its agents, representatives or independent contractors contact any tenant at the Property directly without prior notice to Seller. All information provided by Seller to Purchaser or obtained by Purchaser relating to the Property in the course of Purchaser's review, including, without limitation, any environmental assessment, property condition investigation or audit shall be treated as confidential information by Purchaser provided, however, Purchaser may disclose such information to the Purchaser Parties in connection with this transaction and Purchaser shall instruct the Purchaser Parties as to the confidentiality of all such information. In the event that this transaction is not closed for any reason, then Purchaser shall maintain the confidentiality of such information, shall require the Purchaser Parties not to disclose any such information to any other party, except as may be required by law or judicial order, and shall, upon Seller's written request, return all information provided by Seller. Purchaser shall restore the Property to its condition existing immediately prior to Purchaser's inspection, testing, investigation and survey thereof, and Purchaser shall be liable for all damage or injury to any person or property resulting from, relating to or arising out of any such inspection, testing, investigation or survey, whether occasioned by the acts or Purchaser or any of its employees, agents, representatives or contractors, except for any liability arising out of the discovery of pre-existing conditions on the Property, and Purchaser shall indemnify, defend and hold harmless Seller and its agents, employees, officers, directors, and affiliates from any liability resulting therefrom. This indemnification by Purchaser shall survive the Closing or the termination of this Purchase Agreement, as applicable, for a period of one year.