Inspection Period. Buyer shall be under no obligation to purchase the Property or otherwise perform under this Agreement unless Buyer determines the Property to be, in all respects, suitable for its intended purposes. The decision as to whether the Property is suitable for its intended purposes shall be the sole decision of Buyer, determined in the absolute discretion of Buyer, with Buyer’s decision being final and binding upon both Parties. Buyer shall have until , 20 , at : ☐ AM ☐ PM to notify Seller of its termination of this Agreement due to Buyer's determination that the Property is unsuitable for its intended purpose ("Inspection Period"). In the event Buyer elects to terminate this Agreement, Buyer shall provide written notice of termination to Seller prior to the expiration of the Inspection Period. In the event Buyer provides said notice of termination, Seller and any Escrow Agent shall be obligated to return the Escrow Money to the Buyer as provided in Section V hereof, and neither party shall have any further rights or obligations under this Agreement. In the event Buyer does not submit written notice of termination prior to the expiration of the Inspection Period, the Buyer shall be deemed to be satisfied with its inspections of the Property and this contingency shall be deemed to be fulfilled. The Seller, at no expense, shall fully cooperate with Buyer in obtaining any and all approvals required from any Federal, State, or Local Government ("Governmental Approvals") necessary for Buyer to satisfy their needs during the Inspection Period for the suitability of the Property. Said Governmental Approvals shall be obtained during the Inspection Period unless the Parties agree otherwise. Any additional agreements related to this Section must be done in writing and attached to this Agreement.
Inspection Period. Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's...
Inspection Period. Buyer and its authorized agents and representatives shall have the right to enter upon the Land and Improvements (including all of the apartment units, but subject to the rights of tenants under the Leases and in accordance with applicable law) at all reasonable times during normal business hours to inspect and conduct inspections and tests as Buyer may deem prudent on the Property at its sole cost and expense, including, without limitation, engineering and hazardous material inspections; provided, however, any intrusive physical testing will be conducted by Buyer only after obtaining Seller’s prior written consent. The right granted in the immediately preceding sentence may be exercised during the period commencing on the Effective Date and ending on the earlier to occur of the Closing Date or termination of this Agreement. Buyer shall bear the cost of all inspections and tests, and Buyer shall give reasonable notice to the management of any inspection or test to be conducted on the Property. Buyer hereby indemnifies and holds Seller and the Property harmless as to all loss, property damage, bodily injury, cost or expense resulting from Buyer’s inspections and tests of the Property, including, without limitation, claims for services rendered by third parties conducting such inspections and tests. Buyer shall also restore the Land and Improvements to the condition in which the same were found before any such entry upon the Property and inspection or examination was undertaken. Such agreement to repair and restore, and to indemnify and hold harmless Seller shall expressly survive closing or any termination of the Agreement. Buyer shall maintain, or shall cause its contractors to maintain, public liability and property damage insurance insuring Buyer (and naming Seller as an additional insured party) against any liability arising out of any entry or inspections of the Property or work performed about the Property pursuant to the provisions hereof and shall deliver certificates of insurance evidencing such coverage to Seller prior to any entry by Buyer or its contractors on the Property.
Inspection Period. 6.1. Xxxxx acknowledges that it has had the opportunity for physical inspection of the Property prior to entering into this Agreement, and shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS” that is, in its present condition. It shall be the sole responsibility of the Buyer to make its own investigations, studies, tests, reports, and other due diligence inquiries as to the Property as deemed appropriate to Buyer prior to entering into this Agreement.
Inspection Period. 3.1. (a) For the period (the "Inspection Period") commencing on the date hereof and ending on the date which is twenty-one (21) days after the date hereof (such date is herein referred to as the "Inspection Period Expiration Date"), Purchaser shall have the right to enter upon the Property to have performed a physical, mechanical and environmental inspection of the Property, as Purchaser deems necessary to determine the physical condition of the Property. In no event, however, shall Purchaser be entitled to alter the physical condition of the Property during the Inspection Period in any manner whatsoever. Purchaser agrees that it shall not unreasonably interfere with tenants in performing its inspection. Purchaser hereby agrees to indemnify Seller and to hold Seller and Seller's agents and employees harmless from and against any and all losses, costs, damages, claims or liabilities including, but not limited to, mechanics' and materialmen's liens and attorneys' fees, arising out of or in connection with Purchaser's access to or entry upon the Property prior to the Closing, which indemnity and hold harmless shall, notwithstanding anything contained herein to the contrary, survive the Closing or the earlier termination of this Agreement. Purchaser shall provide Seller with telephonic notice at least two (2) Business Days prior to each entry upon the Property, and Seller shall have a right to have a representative present during each such entry. Prior to Purchaser's first entry onto the Property, Purchaser shall provide Seller with a certificate of insurance evidencing that Purchaser is insured for public liability and property damage for at least $1,000,000. During the Inspection Period, Seller shall cooperate with Purchaser in its inspection of the Property, including, but not limited to, making available to Purchaser at the Property such information, materials and documents relating to the Property as Purchaser may reasonably request (including without limitation Purchaser's Contract, Lease and rent payment files, but specifically excluding internal memoranda and other items prepared by employees or agents of Seller for Seller's internal use). If Purchaser shall find such inspection to be unsatisfactory for any reason whatsoever, Purchaser shall have the right, at its option, to be exercised not later than the Inspection Period Expiration Date, to terminate this Agreement, and, upon such termination, the Xxxxxxx Money shall be refunded to Purchaser, other ...
Inspection Period. Buyer, its agents, contractors, consultants, and employees shall have from and after the Effective Date until 5:00 P.M., Atlanta, Georgia time on that day which is thirty (30) days after the Effective Date (subject to the provisions of Section 5 hereof) (the “Inspection Period”) to (i) examine title to the Property, (ii) obtain an updated survey of the Property, (iii) inspect or otherwise cause the inspection of the Property and documents in Sellers’ possession which relate to the Property (including, without limitation, Sellers’ books and records pertaining to the Property); (iv) conduct such due diligence, including without limitation, non-destructive tests and studies on the Property, as Buyer shall deem advisable; and (v) to object to matters affecting title to or survey of the Property. Sellers agree to cooperate with Buyer in connection with Buyer’s examination and inspection of the Property pursuant to this Section 6, and Sellers agrees to provide Buyer with full and free access to the Property in furtherance thereof, subject, however, to the rights of tenants under the Leases. In the event Buyer fails to deliver to Sellers on or before the expiration of the Inspection Period a written notice stating that Buyer has completed its inspection of the Property and has determined to go forward with the purchase of the Membership Interests in accordance with the terms and conditions of this Contract (the “Election Notice”), this Contract shall automatically and without any further action on the part of Sellers and/or Buyer be deemed to have been terminated effective as of the expiration of the Inspection Period, and Sellers and Buyer shall thereafter have no further rights or obligations hereunder except those which explicitly survive termination of this Contract. In the event Buyer delivers the Election Notice to Sellers on or before the expiration of the Inspection Period, Buyer shall have no further right to terminate this Contract under this Section 6(A). On or before the expiration of the Inspection Period, Buyer shall have the right to terminate this Contract for any reason or no reason, and upon such termination (whether by express election by Buyer or whether by automatic operation of this Section 6(A)), Sellers and Buyer shall thereafter have no further rights or obligations hereunder except those which explicitly survive termination of this Contract. Buyer hereby agrees to indemnify and hold Sellers harmless from and against any and all costs, li...
Inspection Period. The period beginning on the Effective Date and ending forty-five (45) days after the Effective Date.
Inspection Period. Buyer shall have an inspection period beginning on the Effective Date and ending January 31, 2017 (the “Inspection Period”). Buyer shall have the Inspection Period within which to physically inspect the Assets, including the Properties, and the Company Documents and to conduct its due diligence with respect to the Assets, including the Properties, the Businesses and the Companies. Buyer and Buyer’s officers, directors, employees, consultants, agents and attorneys and other authorized representatives, shall have the right to reasonable access to the Assets, the Properties and Company Documents and to all records of Seller and the Companies related thereto, including without limitation title information, property information, surveys, maintenance records, environmental assessment reports, engineering reports and any other information of the Companies, the Businesses and the Assets, at reasonable times during the Inspection Period, without unreasonably interfering with the operation of the Business, for the purpose of inspecting the Assets, including the Properties, and the Businesses, and conducting all studies, tests, inspections and measurements of all kinds as deemed necessary by Buyer, reviewing the books and records of Seller and the Companies concerning the Companies, the Businesses and the Assets, including the Properties, and otherwise conducting its due diligence review of the Companies, the Businesses, and the Assets, including the Properties. Seller shall cooperate with and assist Buyer in making such inspections and reviews and in obtaining copies of any documentation related to the Companies, the Businesses, and the Assets and Properties, including the review and inspection of any and all Permits, Approvals, Consents, licenses, Governmental Authorizations and other permits and approvals necessary or required for the Companies to own, operate, construct and develop the Businesses and in accordance with such other applicable local, state and federal Legal Requirements. Seller shall make available to Buyer such of the foregoing as may be in Seller’s possession, or the Companies’ possession, in order to facilitate Buyer’s due diligence. Seller shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other information pertaining to the Companies, the Assets, including the Properties, and the Businesses, or the use thereof maintained by any third party, Governmental Body or organizations. Buyer and Selle...
Inspection Period. It is agreed that Purchaser’s obligations hereunder are conditioned upon Purchaser being satisfied, at Purchaser’s sole cost and expense, prior to July 20, 2021 (the “Inspection Period”), with the condition of the Property for the construction, development and operation of Purchaser’s intended improvements. Should Purchaser fail to be satisfied with the condition of the Property, Purchaser may elect, by delivery of written notice to Seller on or before the expiration of the Inspection Period, to terminate this Agreement, whereupon the Initial Deposit shall be refunded to Purchaser (after deducting the Review Fee) and this Agreement shall be null and void and of no further force or effect with Purchaser and Seller having no further rights, obligations or liabilities hereunder except as otherwise set forth herein. If Purchaser elects to terminate this Agreement pursuant to this Section 7(a), Purchaser shall immediately deliver to Seller all Confidential Information (such obligation to survive the termination of this Agreement). If Purchaser does not terminate this Agreement pursuant to this Section 7(a) prior to the expiration of the Inspection Period, Purchaser shall be deemed satisfied with the condition of the Property and the Initial Deposit shall be non-refundable to Purchaser except upon a termination of this Agreement due to a default by Seller or as otherwise specifically provided herein.”
