Access Prior to Closing; Rent Roll; Inspection Period. At any time prior to the Closing Date, Purchaser and its authorized agents and employees shall have the right to enter the Property during reasonable business hours for the purposes of conducting environmental and other studies and inspections, provided that those operations are conducted in such a manner as not to damage the Property or create liability on Seller. Seller will provide Purchaser with a list of all Contracts in effect on the date of this Agreement and a rent roll for the last calendar month ending prior to the date of this Agreement, listing all of the existing Leases and the amount of security deposits held under each of those Leases, in the form of Exhibit K attached hereto and incorporated herein by this reference (the “Rent Roll”). All entries, studies and inspections shall be conducted so as not to disturb any tenants or unreasonably interfere with the operation or management of the Property. Purchaser shall advise Seller at least 24 hours in advance of any such entry, study or inspection and of the name or names of the persons who will be making, and the nature of, the entry, study or inspection. Seller or its authorized employee or agent shall have the right to be present during each such entry, study and inspection. All entries on and inspections or studies of the Property shall be at the sole risk and expense of Purchaser, and Purchaser shall indemnify and hold Seller harmless from and against any and all liens, claims, demands, injuries, damages, costs, expenses (including also reasonable attorney’s fees) or liability incurred by or asserted against Seller or the Property as a result of any of those entries, inspections or studies, which obligations shall survive the Closing or any termination of this Agreement. Seller will make available to Purchaser and its authorized agents and employees, through its electronic data room, copies of all Leases, Contracts and other relevant due diligence documents as listed on the attached Exhibit L pertaining to the Property or the Personal Property in Seller’s or the Property manager’s possession; provided, however, to the extent uploading any such due diligence documents would be unreasonably burdensome on Seller, as an alternative to uploading such documents, Seller shall have the option to make such documents available to Purchaser at Seller’s offices for copying. All such copies and information shall be subject to Section 2.5d.ii and Section 2.5d.iii and, in particular, any studies or tests of the soil, environment or other conditions or matters shall be furnished without any representation or warranty by Seller, express or implied, as to their accuracy, completeness or otherwise. Seller shall not knowingly conceal any information requested by Purchaser pursuant to this Section or delete any portion of documents furnished to Purchaser. If for any reason or for no reason Purchaser, in its sole discretion, is not satisfied with the results of such studies or inspections, Purchaser shall have the right to terminate this Agreement by giving notice to Seller on or before 5:00 p.m. Mountain Time on December 11, 2015 (the “Inspection Period”), time being of the essence, in which event this Agreement shall terminate, the Deposit shall be returned to Purchaser, and neither party shall have any further obligations or liability under this Agreement except as expressly provided herein; otherwise Purchaser shall be deemed to be satisfied with the condition of the Property and its suitability for Purchaser’s use and this Agreement shall continue in full force and effect. If this Agreement is terminated for any reason, then (a) within 30 days after termination Purchaser shall repair any damage caused by any of those entries, inspections or studies so as to restore the Property to its same condition before the damage; and (b) if requested by Seller, within the same 30-day period Purchaser shall deliver to Seller all written studies, inspections, reports, records and other documents it obtained from Seller or the Property manager with regard to the Property, or, if requested by Seller, Purchaser shall destroy all such documents; and (c) Purchaser shall maintain in confidence all information it obtained about the Property.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Netreit, Inc.), Purchase and Sale Agreement (Netreit, Inc.), Purchase and Sale Agreement (Netreit, Inc.)
Access Prior to Closing; Rent Roll; Inspection Period. At any time prior to the Closing Date, Purchaser and its authorized agents and employees shall have the right to enter the Property during reasonable business hours for the purposes of conducting environmental and other studies and inspections, provided that those operations are conducted in such a manner as not to damage the Property or create liability on SellerProperty. Seller will shall, within seven days after the date of this Agreement, provide Purchaser with a list of all Contracts in effect on the date of this Agreement and a rent roll (the “Rent Roll”) for the last calendar month ending prior to the date of this Agreement, listing all of the existing Leases and Leases, the status of rental payment by all tenants under those Leases, the amount of security deposits held under each of those Leases, any leasing commissions owed or payable under those Leases, and whether any notice of default (which has not been cured) has been given to or received from any tenants under those Leases. Within seven days after the date of this Agreement, Seller shall make available at Seller’s offices, for inspection and copying by Purchaser, copies of all of the items listed on Exhibit E that are in the form possession of Seller. The Contracts, the Rent Roll and the other materials listed on Exhibit K attached hereto and incorporated herein by this reference (E are together referred to as the “Rent Roll”)Inspection Materials.” Seller makes no warranty or representation as to the accuracy, correctness or completeness of the information contained in any of the Inspection Materials. The same are being provided to Purchaser for Purchaser’s informational purposes only with the understanding and agreement that Purchaser will undertake its own soils, environmental, and other evaluations, and obtain other studies and reports, in order to satisfy itself with the condition of the Property. Seller shall retain ownership of all Inspection Materials delivered to Purchaser pursuant to this Section prior to Closing. All entries, studies and inspections shall be conducted so as not to disturb any tenants or unreasonably interfere with the operation or management of the Property. Purchaser shall advise Seller at least 24 hours in advance of any such entry, study or inspection and of the name or names of the persons who will be making, and the nature of, the entry, study or inspection. Seller or its authorized employee or agent shall have the right to be present during each such entry, study and inspectioninspection and at any time Purchaser or its agents or employees discusses or wants to discuss any of the Leases with any tenants; provided that Seller’s presence shall not be required as long as Seller has been given the 24 hour advance notice. All entries on and inspections or studies of the Property shall be at the sole risk and expense of Purchaser, and Purchaser shall indemnify and hold Seller harmless from and against any and all liens, claims, demands, injuries, damages, costs, expenses (including also reasonable attorney’s fees) or liability incurred by or asserted against Seller or the Property as a result of of, or in any way arising out of, any of those entries, inspections or studiesstudies occurring prior to the Closing, which obligations shall survive the Closing or any termination of this Agreement. Seller will make available to Purchaser and its authorized agents and employees, through its electronic data room, copies Agreement for a period of all Leases, Contracts and other relevant due diligence documents as listed on the attached Exhibit L pertaining to the Property or the Personal Property in Seller’s or the Property manager’s possession; provided, however, to the extent uploading any such due diligence documents would be unreasonably burdensome on Seller, as an alternative to uploading such documents, Seller shall have the option to make such documents available to Purchaser at Seller’s offices for copying. All such copies and information shall be subject to Section 2.5d.ii and Section 2.5d.iii and, in particular, any studies or tests of the soil, environment or other conditions or matters shall be furnished without any representation or warranty by Seller, express or implied, as to their accuracy, completeness or otherwise. Seller shall not knowingly conceal any information requested by Purchaser pursuant to this Section or delete any portion of documents furnished to Purchaserone year. If for any reason or for no reason Purchaser, in its sole discretion, is not satisfied with the results of such Leases, Contracts, Inspection Materials, environmental inspections, studies or inspectionsreports, or any other items it reviews or if it determines that the Property is not suitable for Purchaser’s intended use, Purchaser shall have the right to terminate this Agreement by giving notice to Seller to that effect on or before 5:00 p.m. Mountain Time on December 11, 2015 the date which is 30 days from the date of this Agreement (the “Inspection Period”), time being of the essence, in which event this Agreement shall terminate, the Deposit shall be returned to Purchaser, terminate and neither party shall have any further obligations or liability under this Agreement except as expressly provided herein; otherwise Purchaser shall be deemed to be satisfied with the condition of the Property and its suitability for Purchaser’s use and this Agreement shall continue in full force and effect. If this Agreement is terminated in whole or in part for any reason, then (a) within 30 days after termination termination, Purchaser shall repair any damage caused by any of those entries, inspections or studies so as to restore the Property which is the subject of the termination as nearly as possible to its same condition before the damage; and , (b) if requested by Seller, within the same 30-30 day period Purchaser shall deliver return to Seller originals (including copies delivered to Purchaser in lieu of originals) of all written studies, inspections, reports, records and other documents it obtained from Seller or the Property manager with regard respect to the that Property, or, if requested by Seller, Purchaser shall destroy all such documents; and (c) Purchaser shall maintain in confidence all as required in Section 8.2 the information it obtained about the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Scotts Liquid Gold Inc)
