Study Period. (a) The Purchaser shall have the right, until the -------------- end of the Study Period, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate provided Purchaser gives Sellers at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the LLC, including, without limitation, a full environmental due diligence audit and investigation of the Property and UCC, lien, litigation, judgment and bankruptcy searches on the LLC. Promptly following the signing of the Agreement by both parties, Sellers shall provide to Purchaser access to all information in connection with the Property and the LLC as required by Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, and other relevant documents for completing the transactions contemplated in this Agreement. If such tests, studies and investigations warrant, in the Purchaser's sole, absolute and unbelievable discretion, the purchase of the Interests for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Sellers prior to the expiration of the Study Period. If for any reason the Purchaser does not so notify the Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Purchaser notifies the Sellers, in writing, prior to the expiration of the Study Period that it has determined, for any reason, and in Purchaser's sole, absolute and unbelievable discretion, not to proceed to Closing, this Agreement automatically shall terminate, and the Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Sellers naming the LLC as an additional insured...
Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement.
Study Period. (a) The Purchaser shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographic, environmental and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under this Agreement.
Study Period. (a) The Acquiror shall have the right, until the end of the Study Period (and thereafter if the Acquiror does not notify the Contributor that the Acquiror has elected to terminate this Agreement in the manner described below) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate.
Study Period. (a) During the Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours and shall have the right to make such investigations, including appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $2,000,000 per occurrence for bodily or personal injury or death and $5,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph; notwithstanding the foregoing, Purchaser shall not be liable for any real or alleged diminution in value of the Seller’s property resulting from facts obtained or discovered about the Property by Purchaser in its inspections or for any loss, damage, cost or expense that is not the direct result of acts by or on behalf of Purchaser or that is attributable to a pre-existing condition; and (g...
Study Period. Notwithstanding Section 2.1 of the Existing Agreement, the Study Period shall be extended until August 5, 2005 for all purposes under the Agreement.
Study Period. (a) The Buyer shall have the right, upon prior reasonable written notice to the Seller to examine the books and records relating to the Property, to enter upon the Land and to perform, at the Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Buyer may deem appropriate, taking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in its sole discretion, and (ii) none of the Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property or (y) intentionally or unreasonably interfere with the rights of Hotel guests or others who may have a legal right to use or occupy the Property or (z) otherwise intentionally or unreasonably interfere with the operation of the Property. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason, or no reason, the Buyer notifies the Seller, in writing, prior to 5:00 p.m. Central Time on the last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Xxxxxxx Money shall be immediately returned to the Buyer, and, upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement).
Study Period. Seller hereby grants to Buyer and Buyer’s agents, employees, engineers, contractors, and surveyors the right to enter the Property upon reasonable notice to Seller, at any reasonable time for purposes of performing tests, investigations, surveys and studies all to be performed at the sole expense of Buyer in accordance with the following conditions:
Study Period. (a) Brandywine OP and its agents, contractors and duly authorized representatives shall have the right, until 5:00 p.m., Dallas, Texas time on the last day of the Study Period, and thereafter unless, as provided below, Brandywine OP notifies Xxxxxxxx in writing prior to the expiration of the Study Period that Brandywine OP has elected to terminate this Agreement, to enter upon the Real Property and to perform, at Brandywine OP's expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Brandywine OP may deem appropriate. If such tests, studies and investigations do not warrant, in Brandywine OP's sole, absolute and unreviewable discretion, the acquisition of the Assigned Partnership Interests and the Purchased Stock for the purposes contemplated by Brandywine OP, then Brandywine OP may elect not to proceed with this transaction and shall notify Xxxxxxxx and Escrow Agent, in writing prior to the expiration of the Study Period, that Brandywine OP has elected to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Brandywine OP and Brandywine OP, Xxxxxxxx and PPL shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Brandywine OP does not so notify Xxxxxxxx of its determination to terminate this Agreement prior to the expiration of the Study Period, then Brandywine OP shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 2.4.
Study Period. (a) Purchaser shall have a period commencing on the Effective Date and expiring at 6:00 p.m. (Eastern time) on February 28, 2020 (the “Study Period”) in which to perform its due diligence inspections, investigations, examinations, tests, studies and assessments with respect to all matters pertaining to the Property. Before the expiration of the Study Period, Purchaser shall deliver to Seller written notice of Purchaser’s election, in its sole and absolute discretion for any reason or no reason, either (i) to proceed with the transactions contemplated by this Agreement (the “Notice to Proceed”) or (ii) to terminate this Agreement (the “Termination Notice”). If, before the expiration of the Study Period, Purchaser delivers neither the Notice to Proceed nor the Termination Notice, then Purchaser shall be deemed to have delivered the Termination Notice as of the expiration of the Study Period. If Purchaser delivers the Notice to Proceed, then Purchaser shall be deemed to have waived any further right to terminate this Agreement in accordance with this paragraph and this Agreement shall continue in full force and effect; if Purchaser delivers (or is deemed to have delivered) the Termination Notice, then Escrow Agent promptly shall refund the Deposit to Purchaser, and thereafter this Agreement shall terminate and be of no further force or effect and Seller and Purchaser shall be released from further obligation and liability under this Agreement, at law and in equity.
