Common use of Access by Purchaser Clause in Contracts

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement

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Access by Purchaser. (a) Upon execution of this Agreement, Seller shall provide Purchaser and its employees representatives, accountants and representatives shall be afforded counsel, upon reasonable prior notice to Seller, reasonable access to the Property during reasonable business normal hours and upon not less than two (2 ) business days’ prior reasonable notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectivelythe Records and all other documents and other information concerning the Branches, “Purchaser’s Access Rights”)Purchased Assets and Assumed liabilities as Purchaser may reasonably request; provided, however, that in no event all communications shall Purchaser perform be directed to Xxxxx Xxxxxxx or allow to be performed any asbestos, environmental or such other Hazardous Substances (persons as defined herein), investigations, soil borings or penetrations, or other invasive inspections on Xxxxx Xxxxxxx may designate. After the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretionFinal Approval Date, Seller reserves the right to afford shall provide Purchaser and its representatives, accountants and counsel reasonable access to the Property outside of access, during normal business hours and further upon the terms and conditions of this Section 14 two (a). Purchaser shall deliver 2) Business Days’ notice to Seller, within three (3) business days after to the Branches, Bank Employees, depository records, and all other documents and other information concerning the Branches, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that all such requests must be to Xxxxx Xxxxxxx, or such other persons as Xxxxx Xxxxxxx may designate, in writing, to Purchaser’s receipt thereof; and provided, copies further, that a representative of Seller shall be permitted to be present at all written reportstimes and provided, testsfurther, commitments, notes and drawings, if any, received by Purchaser f rom third parties that with respect to the Property. Seller shall have the rightinformation concerning Bank Employees, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute provide Purchaser any questionnaires or information other documents in connection with Purchaser’s inspection than information concerning the name, position, date of hire and salary of the Property Bank Employees, and Seller shall not be obligated required to incur provide Purchaser with access to or copies of any expense with respect to Purchaser’s inspection personnel files or other individualized employee files or documents, all of which shall remain the Property. Purchaser shall not request approval for performance sole property of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during Seller; provided further, however, that, after the Feasibility Period. If such an assessment is recommended under the terms receipt of an environmental Phase I site assessment performed on behalf of Purchaserall Government Approvals, Seller shall have agrees to make Transferred Employees available to be interviewed by Purchaser and to make personnel files for any Transferred Employee available to Purchaser for review to the right, but not extent permitted by law and authorized in writing by the obligation, to conduct Transferred Employee. Notwithstanding the Phase II environmental study and share the results with Purchaser as Seller deems appropriateforegoing, in no event shall Seller be required to provide (a) any information which Seller, in its sole discretion deems proprietary, including without limitation, Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense“credit scoring” system, and Purchaser shall use branch or credit practices, policies or procedures, or staffing models, (and shall instruct all contractorsb) any information the provision of which to Seller is prohibited by applicable law, agents and third(c) any information that is protected by the attorney-parties performing client privilege, or (d) its or any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Propertyits Affiliates’ tax returns.

Appears in 1 contract

Samples: Purchase Agreement (First Niagara Financial Group Inc)

Access by Purchaser. (a) Upon execution of this Agreement, Seller shall provide Purchaser and its employees representatives, accountants and representatives shall be afforded counsel, upon reasonable prior notice to Seller, reasonable access to the Property during reasonable business normal hours and upon not less than two (2 ) business days’ prior reasonable notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectivelythe Records and all other documents and other information concerning the Branches, “Purchaser’s Access Rights”)Purchased Assets and Assumed liabilities as Purchaser may reasonably request; provided, however, that in no event all communications shall Purchaser perform be directed to Pxxxx Xxxxxxx or allow to be performed any asbestos, environmental or such other Hazardous Substances (persons as defined herein), investigations, soil borings or penetrations, or other invasive inspections on Pxxxx Xxxxxxx may designate. After the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretionFinal Approval Date, Seller reserves the right to afford shall provide Purchaser and its representatives, accountants and counsel reasonable access to the Property outside of access, during normal business hours and further upon the terms and conditions of this Section 14 two (a). Purchaser shall deliver 2) Business Days’ notice to Seller, within three (3) business days after to the Branches, Bank Employees, depository records, and all other documents and other information concerning the Branches, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that all such requests must be to Pxxxx Xxxxxxx, or such other persons as Pxxxx Xxxxxxx may designate, in writing, to Purchaser’s receipt thereof; and provided, copies further, that a representative of Seller shall be permitted to be present at all written reportstimes and provided, testsfurther, commitments, notes and drawings, if any, received by Purchaser f rom third parties that with respect to the Property. Seller shall have the rightinformation concerning Bank Employees, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute provide Purchaser any questionnaires or information other documents in connection with Purchaser’s inspection than information concerning the name, position, date of hire and salary of the Property Bank Employees, and Seller shall not be obligated required to incur provide Purchaser with access to or copies of any expense with respect to Purchaser’s inspection personnel files or other individualized employee files or documents, all of which shall remain the Property. Purchaser shall not request approval for performance sole property of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during Seller; provided further, however, that, after the Feasibility Period. If such an assessment is recommended under the terms receipt of an environmental Phase I site assessment performed on behalf of Purchaserall Government Approvals, Seller shall have agrees to make Transferred Employees available to be interviewed by Purchaser and to make personnel files for any Transferred Employee available to Purchaser for review to the right, but not extent permitted by law and authorized in writing by the obligation, to conduct Transferred Employee. Notwithstanding the Phase II environmental study and share the results with Purchaser as Seller deems appropriateforegoing, in no event shall Seller be required to provide (a) any information which Seller, in its sole discretion deems proprietary, including without limitation, Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense“credit scoring” system, and Purchaser shall use branch or credit practices, policies or procedures, or staffing models, (and shall instruct all contractorsb) any information the provision of which to Seller is prohibited by applicable law, agents and third(c) any information that is protected by the attorney-parties performing client privilege, or (d) its or any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Propertyits Affiliates’ tax returns.

Appears in 1 contract

Samples: Purchase Agreement (Legacy Bancorp, Inc.)

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase Phas e II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxx Xxxxxxx at xxxxxxx.xxxxxxx@xxxxxxxxxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Texas)

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxx.xxxxxxxx@xx.xxx.xxx, with copies to Xxxxxx Xxxxxxxx at xxxxxx.xxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property Prop erty disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereofthereo f, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and an d representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractorscontra ctors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxxx.Xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxxxxx X. Xxxxxx at xxxxxxxxx.xxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and an d representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less le ss than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser Purc xxxxx shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if anya ny, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of o f a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Upon execution of this Agreement and until the Third Closing Date, Sellers shall provide Purchaser and its employees representatives, accountants and representatives shall be afforded counsel reasonable access to the Property during reasonable normal business hours and upon not less than two one (2 1) business days’ prior Business Days notice to Seller via e-mail Sellers to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectivelythe Facilities, “Purchaser’s Access Rights”)Business Employees, Additional Employees and Business Related Employees, depository records, Loan files, books and records and all other documents and other information relating to the Facilities, the Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided, however, provided that in no event a representative of Sellers shall Purchaser perform or allow be permitted to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition present at all times and provided further that with respect to information concerning Business Employees, Additional Employees and Business Related Employees, Sellers' sole obligation shall be to provide Purchaser with information concerning the Propertyname, in either case without Seller’s prior written approvalposition, which approval may be granted or withheld in Seller’s sole discretion. In date of hire and salary of the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the PropertyBusiness Employees, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours Additional Employees and further upon the terms Business Related Employees and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller Sellers shall not be required to execute provide Purchaser with access to or copies of any questionnaires personnel files or other documents in connection with Purchaser’s inspection individualized employee files or documents, all of which shall remain the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection sole property of Sellers. Notwithstanding the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriateforegoing, in Seller’s no event shall Sellers be required to provide (a) any information that is not available from Persons who are not Affiliates of Sellers on commercially reasonable terms which Sellers', in their sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use deem proprietary, including without limitation, Sellers' "credit scoring" system, branch or credit practices, policies or procedures, or staffing models, (and shall instruct all contractorsb) any information which is protected by the attorney-client privilege, agents and third-parties performing or (c) its or any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Propertyits Affiliates' tax returns.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Sovereign Bancorp Inc)

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Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this th is Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its it s investigations and testing and all activities undertaken in connection therewith and shall sha ll take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after PurchaserPurchaser ’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents agen ts and third-parties performing any of tests and studies to use) best efforts to conduct the tests te sts and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, XX Xxxxxxxxx at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx xxxxx.xxxxxxxx@xx.xxx.xxx, EJ Johallari at xxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx and Xxxxxx Xxxxxxxx at Xxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and a nd third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx and Xxxxxxxxx X. Xxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxx.xxxxxxxx@xxxxxxxxxx.xxx and xxxxxxxxx.xxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to Xxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xx.xxx.xxx Xxxxx.Xxxxxxxx@xxxxxxxxxx.xxx (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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