Physical Inspection of the Property. At any time(s) reasonably requested by Buyer following the Effective Date and prior to Closing, Seller shall afford Buyer and its authorized representatives reasonable access to the Property for purposes of satisfying Buyer with respect to the suitability of the Property for Buyer’s purposes, the representations, warranties and covenants of Seller contained herein and the satisfaction of any conditions precedent to the Closing; provided, however, that Buyer shall not unreasonably disturb or interfere with the rights of any Tenant. Buyer shall provide Seller with notice on a Business Day not less than two (2) Business Days prior to any such inspections, and Seller, at its election, shall have the right to have a representative present during any such investigations. Seller shall have the right at all times to have a representative of Seller accompany any of Buyer or Buyer’s Agents while such persons are on the Property. Buyer may conduct Tenant interviews, provided Buyer has given Seller notice on a Business Day not less than two (2) Business Days prior to any such interview, and provided further that Seller shall have the right to be present at all such interviews. Notices to Seller pursuant to this Section 4(a) may be delivered orally (if made in person, and not via voicemail, to Xxxx Xxxxxxx at 650-343-9300), or by email (if made to Xxxx Xxxxxxx at xxxx.xxxxxxx@xxxxxxxxxxx.xxx and no “out of office” response or other “undelivered” response is generated).
Physical Inspection of the Property. At any time(s) reasonably requested by Buyer following the Effective Date and prior to Closing, Seller shall afford authorized representatives of Buyer reasonable access to the Property for purposes of satisfying Buyer with respect to the representations, warranties and covenants of Seller contained herein and with respect to the satisfaction of any Conditions Precedent to the Closing; provided, however, that Buyer shall use commercially reasonable efforts not to unreasonably disturb or interfere with the rights of Tenants. Buyer shall provide Seller with not less than forty-eight (48) hours advance written notice of any such inspections, and Seller, at its election, shall have the right to have a representative present during any such investigations. Buyer shall not perform any intrusive testing without the prior written consent of Seller, which consent may be arbitrarily withheld. Buyer hereby agrees to indemnify and hold Seller harmless from any claims, liabilities, costs, damages or injury to persons or property resulting from such investigations or caused by Buyer or its authorized representatives during their entry and investigations prior to the Closing. In the event this Agreement is terminated, Buyer shall restore the Property to substantially the condition in which it was found. This indemnity shall survive the termination of this Agreement or the Closing, as applicable.
Physical Inspection of the Property. At any time(s) reasonably requested by Buyer following the Effective Date and prior to Closing, Seller shall afford Buyer and its authorized representatives reasonable access to the Property for purposes of satisfying Buyer with respect to the suitability of the Property for Buyer’s purposes, the representations, warranties and covenants of Seller contained herein and the satisfaction of any conditions precedent to the Closing; provided, however, that Buyer shall not disturb or interfere with the rights of any Tenant. Buyer shall provide Seller with notice on a Business Day not less than twenty-four (24) hours prior to any such inspections, and Seller, at its election, shall have the right to have a representative present during any such investigations. Seller shall have the right at all times to have a representative of Seller accompany any of Buyer or Buyer’s Agents while such persons are on the Property. Buyer may conduct Tenant interviews, provided Buyer has given Seller notice on a Business Day not less than twenty-four (24) hours prior to any such interview, and provided further that Seller shall have the right to be present at all such interviews. Seller shall make reasonable efforts to provide Buyer access to the premises of each Tenant during normal business hours for such Tenant (or such other time as such Tenant may stipulate), in each case subject to Tenant’s rights under its Lease, provided Buyer has given Seller notice on a Business Day not less than twenty-four (24) hours prior to any such premises inspection, and provided further that Seller shall have the right to be present at all such premises inspections. Notices to Seller pursuant to this Section 4(a) may be delivered orally (if made in person, and not via voicemail, to Xxxx Xxxxxxx at 650-581-7606), or by email (if made to Xxxx Xxxxxxx at xxxx.xxxxxxx@xxxxxxxxxxx.xxx and no “out of office” response or other response indicating delivery failure or Xx. Xxxxxxx’x unavailability is generated).
Physical Inspection of the Property. During the period commencing on the date Seller’s Board of Education approves and ratifies this Agreement and ending at 5:00 p.m. CST/CDT, as applicable, on the date that is one hundred and eighty (180) days after the Agreement Date (the “Contingency Date”), Buyer may enter onto the Property, after reasonable notice to Seller, to survey, inspect and test the Property to determine the suitability of the Property for Buyer’s intended use and determine the environmental condition of the Property. Buyer must, at Xxxxx’s sole cost and expense, promptly repair any damage to the Property arising out of or resulting from the presence of Buyer or Buyer’s employees or consultants on the Property, and Buyer must indemnify Seller against any loss, cost, damage or expense Seller incurs as a result of such damage. Xxxxx must also indemnify and defend Seller from and hold Seller harmless against any and all third party demands, claims, or causes of action and any and all expenses relating to any third party demands, claims or causes of action, including, without limitation, reasonable attorneys’ fees, relating to or arising from Buyer’s or Xxxxx’s employee’s or consultant’s presence on the Property prior to Closing. Xxxxx’s defend Seller applies to third party demands, claims and causes of action that allege negligence or intentional misconduct on the part of Seller, but Xxxxx is not obligated to indemnify Seller or hold Seller harmless from any judgment a court of competent jurisdiction enters against Seller to the extent the judgement is for damages arising out of Seller’s own negligence or intentional misconduct. Buyer’s obligations under this Section 11.b. survive the termination of this Agreement prior to Closing and survive Closing. BUYER ACKNOWLEDGES THAT BUYER IS PURCHASING THE PROPERTY IN RELIANCE ON THE REPRESENTATIONS OF SELLER SET FORTH IN SECTION 8 AND BUYER’S INSPECTION OF THE PROPERTY PURSUANT TO THIS SECTION 11.B. AND ON BUYER’S JUDGMENT REGARDING THE SUFFICIENCY OF SUCH INSPECTIONS. BUYER IS NOT RELYING ON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR STATEMENTS THAT SELLER OR SELLER’S AGENTS HAVE MADE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8 OF THIS AGREEMENT. SUBJECT TO BUYER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 11.G, BUYER IS PURCHASING THE PROPERTY IN “AS IS” CONDITION RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8.
Physical Inspection of the Property. At any time(s) reasonably requested by Buyer following the Effective Date and prior to Closing, Seller shall afford authorized representatives of Buyer reasonable access to the Property for purposes of satisfying Buyer with respect to the representations, warranties and covenants of Seller contained herein and with respect to the satisfaction of any Conditions Precedent to the Closing; provided, however, that Buyer shall use commercially reasonable efforts not to unreasonably disturb or interfere with the rights of Tenants. Buyer shall provide Seller with not less than one (1) business day advance written notice of any such inspections, and Seller, at its election, shall have the right to have a representative present during any such investigations. Seller shall have the right at all times to have a representative of Seller accompany any of Buyer or Buyer’s employees, agents, contractors, consultants, officers, directors, representatives, managers or members (collectively, “Buyer’s Agents”) while such persons are on the Property. Buyer may conduct interviews with the Tenants, provided Buyer has given Seller no less than one (1) business day notice prior to any such interview, and provided further that Seller shall have the right to be present at all such interviews.
Physical Inspection of the Property. See Section 1 of the Access Agreement.
Physical Inspection of the Property. At any time(s) reasonably requested by GVI following the Effective Date and prior to Closing, but in any event upon 24 hours prior written notice, Metrovest shall afford authorized representatives of GVI reasonable access to the Property for purposes of GVI's due diligence investigations, including without limitation the taking of soil borings by a reputable consultant. GVI hereby agrees to indemnify and hold Metrovest harmless from any and all losses, claims, expenses, and liabilities directly or indirectly arising from GVI's or its authorized representatives' entry and investigations prior to the Closing. GVI shall immediately restore the Property to substantially the condition in which it was found. This indemnity shall survive the termination of this Agreement or the Closing, as applicable.
Physical Inspection of the Property. (a) Seller agrees to permit the Buyer to make one or more inspections (each, an “Inspection”) of the Property to the extent permitted and subject to the terms of the Lease. As used in this Agreement, the term “
Physical Inspection of the Property. 5.2.1 Pursuant to the Access Agreement, Seller has allowed, and as provided herein, shall continue to allow Purchaser and Purchaser’s engineers, consultants, representatives, architects or other employees and agents reasonable access to the Property EXECUTION VERSION during normal business hours for the limited purposes of (i) reviewing contracts, books and records relating to the Property (other than any privileged, proprietary or confidential records), soil reports, environmental studies and reports, surveys, and building and systems plans; (ii) reviewing records relating to operating expenses and other instruments and correspondence relating to the Property; (iii) interviewing tenants of the Property; and (iv) inspecting the physical condition of the Property and conducting non-intrusive physical and environmental tests and inspections thereof. Purchaser shall not interview any tenant of the Property without providing prior notice to Seller and affording Seller or its representative(s) the right to be present during such interview. PURCHASER SHALL NOT CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE TESTING OF, ON OR UNDER THE PROPERTY WITHOUT FIRST OBTAINING SELLER’S WRITTEN CONSENT AS TO THE TIMING AND SCOPE OF THE WORK TO BE PERFORMED AND THE PARTIES ENTERING INTO AN AMENDMENT HERETO MEMORIALIZING SUCH SCOPE OF WORK AND ANY ADDITIONAL AGREEMENTS OF THE PARTIES WITH RESPECT TO SUCH TESTING.
