Common use of Access to Information; Environmental Audits Clause in Contracts

Access to Information; Environmental Audits. At all times before the Closing, the Seller shall provide the Purchaser, its agents, employees, consultants, and representatives, with continuing and reasonable access to all files, books, records and other materials in the Seller's possession or control relating to the Properties and the right to examine, inspect and make copies of such materials as appropriate (including for the purpose of reviewing or preparing pro forma financial statements required pursuant to Article 11 of Regulation S-X of the SEC). During such period, the Seller shall also provide for such parties to have reasonable physical access to the Properties for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including sampling and invasive testing for the presence of Materials of Environmental Concern performed in connection with Phase I and Phase II environmental audits), feasibility studies and any other inspections, studies or tests reasonably required by them, provided, however, that the Purchaser shall obtain the Seller's prior approval (which shall not be unreasonably withheld) for any invasive testing. With reasonable advance notice to the Seller, the Purchaser may conduct a "walk- through" of resident units upon appropriate notice to residents and subject to the rights of residents. In the course of its investigations, the Purchaser may make inquiries to third parties, including, without limitation, contractors, property managers, lenders, residents and Government Entities. The Purchaser shall keep the Properties free of any Liens claimed by the Purchaser's contractors or consultants in connection with such entry and will indemnify, defend and hold the Seller harmless from all Claims and Liabilities caused by the Purchaser, its contractors or consultants that are asserted against or incurred by the Seller as a result of such entry and investigation. Any Liability or loss and expense related to a condition of any Property discovered or disclosed by the Purchaser or any consultant or contractor of the Purchaser in connection with such investigation is not a Liability that is covered by this indemnity. No investigation made by the Purchaser shall limit, qualify or modify any representation, warranty, covenant or agreement made by the Purchaser hereunder, notwithstanding the knowledge and information obtained as a result of any such investigation, but if the Purchaser discovers as a result of any investigation made by it prior to the Closing that any representation or warranty made herein by the Seller is materially inaccurate, it shall promptly notify and advise the Seller.

Access to Information; Environmental Audits. At all times before the First Closing, during customary business hours and other mutually convenient times, the Seller Property Owners and Midland Affiliates shall provide the PurchaserRegency and its Affiliates, its their respective agents, employees, consultants, and representatives, with continuing and reasonable access to all files, books, records and other materials in the Seller's their possession or control relating to their respective Properties and Assets, the Properties Third Party Management Assets and the business and operations of the Property Owners and the right to examine, inspect and make copies of such materials as appropriate (including for the purpose of reviewing or preparing pro forma audited financial statements required pursuant to Article 11 of Regulation S-X of be filed by Regency with the SEC). During such period, the Seller Regency and its Affiliates shall also provide for such parties to have reasonable physical access to the Properties Properties, which may be in the presence of Midland Development personnel, for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including sampling and invasive testing for the presence of Materials of Environmental Concern performed in connection with Phase I and Phase II environmental audits), feasibility studies and any other inspections, studies or tests reasonably required by them, provided, however, that the Purchaser shall obtain the Seller's prior approval (which shall not be unreasonably withheld) for any invasive testing. With reasonable advance notice to the Sellerrespective Property Owners, the Purchaser Regency may conduct a "walk- walk-through" of resident units tenant spaces upon appropriate notice to residents tenants and subject to the rights of residentstenants, which "walk-throughs" shall, at the option of Midland Development, be in the presence of and accompanied by Midland Development personnel. In the course of its investigations, the Purchaser Regency may make inquiries to third parties, including, without limitation, contractors, property managers, parties to Work Contracts, lenders, residents tenants and Government Entities. The Purchaser Regency shall keep the Properties free of any Liens liens claimed by the PurchaserRegency's contractors or consultants in connection with such entry and will entry, shall indemnify, defend and hold the Seller respective Property Owners harmless from all Claims and Liabilities caused by the PurchaserRegency, its contractors or consultants that are asserted against or incurred by the Seller respective Property Owners as a result of such entry and investigationinvestigation and shall maintain insurance customary in the industry with respect to such Claims and Liabilities. Any Liability liability or loss and expense related to a condition of any Property discovered or disclosed by the Purchaser Regency or any consultant or contractor of the Purchaser Regency in connection with such investigation is not a Liability liability that is covered by this indemnity. At all times before the First Closing, Regency shall provide the Property Owners and their respective agents, employees, consultants, and representatives, with continuing and reasonable access to all files, books, records and other materials in Regency's possession or control relating to the business and operations of Regency and the right to examine, inspect and make copies of such materials as appropriate. No investigation made by the Purchaser a party shall limit, qualify or modify any representationrepresentations, warrantywarranties, covenant covenants or agreement indemnities made by the Purchaser another party hereunder, notwithstanding irrespective of the knowledge and information obtained as a result of any such investigation, but if the Purchaser a party discovers as a result of any investigation made by it prior to the First Closing that any representation or warranty made herein by the Seller other party is materially inaccurate, it shall promptly notify and advise the Sellerother party.

Access to Information; Environmental Audits. At all times before the Closing, the Seller FDC shall provide the PurchaserMAAC, its agents, employees, consultants, and representatives, with continuing and reasonable access to all files, books, records and other materials in the SellerFDC's possession or control relating to the Properties Assets and the business and operations of FDC and the right to examine, inspect and make copies of such materials as appropriate (including for the purpose of reviewing or preparing pro forma financial statements required pursuant to Article 11 of Regulation S-X of the SEC). During such period, the Seller FDC shall also provide for such parties to have reasonable physical access to the Properties for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including sampling and invasive testing for the presence of Materials of Environmental Concern performed in connection with Phase I and Phase II environmental audits), feasibility studies and any other inspections, studies or tests reasonably required by them, provided, however, that the Purchaser MAAC shall obtain the SellerFDC's prior approval (which shall not be unreasonably withheld) for any invasive testing. With reasonable advance notice to the SellerFDC, the Purchaser MAAC may conduct a "walk- walk-through" of resident units upon appropriate notice to residents and subject to the rights of residents. In the course of its investigations, the Purchaser MAAC may make inquiries to third parties, including, without limitation, contractors, property managers, lenders, residents and Government Entities. The Purchaser MAAC shall keep the Properties free of any Liens claimed by the PurchaserMAAC's contractors or consultants in connection with such entry and will indemnify, defend and hold FDC and the Seller Property Partnerships harmless from all Claims and Liabilities caused by the PurchaserMAAC, its contractors or consultants that are asserted against or incurred by the Seller FDC as a result of such entry and investigation. Any Liability or loss and expense related to a condition of any Property discovered or disclosed by the Purchaser MAAC or any consultant or contractor of the Purchaser MAAC in connection with such investigation is not a Liability that is covered by this indemnity. At all times before the Closing, MAAC and MAALP shall provide FDC and its agents, employees, consultants, and representatives, with continuing and reasonable access to all files, books, records and other materials in MAAC's or MAALP's possession or control relating to the business and operations of MAAC, MAALP and their respective Affiliates, and the right to examine, inspect and make copies of such materials as appropriate. During such period, MAAC and MAALP shall also provide for such parties to have the same access to their properties as FDC shall have granted under this Section 6.11. No investigation made by the Purchaser a party shall limit, qualify or modify any representation, warranty, covenant or agreement made by the Purchaser another party hereunder, notwithstanding the knowledge and information obtained as a result of any such investigation, but if the Purchaser a party discovers as a result of any investigation made by it prior to the Closing that any representation or warranty made herein by the Seller other party is materially inaccurate, it shall promptly notify and advise the Sellerother party.

Access to Information; Environmental Audits. At all times before the First Closing, the Seller Branch shall provide the PurchaserRegency and its Affiliates, its their respective agents, employees, consultants, and representatives, with continuing and reasonable access to all files, books, records and other materials in the SellerBranch's possession or control relating to the Properties Properties, Branch's Third Party Management Business and the business and operations of Branch and the right to examine, inspect and make copies of such materials as appropriate (including for the purpose of reviewing or preparing pro forma audited financial statements required pursuant to Article 11 of Regulation S-X of be filed by Regency with the SEC). During such period, the Seller Branch shall also provide for such parties to have reasonable physical access to the Properties for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including sampling and invasive testing for the presence of Materials of Environmental Concern performed in connection with Phase I and Phase II environmental audits), feasibility studies and any other inspections, studies or tests reasonably required by them, provided, however, that the Purchaser Regency shall obtain the SellerBranch's prior approval (which shall not be unreasonably withheld) for any invasive testing. With reasonable advance notice to the SellerBranch, the Purchaser Regency may conduct a "walk- walk-through" of resident units tenant spaces upon appropriate notice to residents tenants and subject to the rights of residentstenants. In the course of its investigations, the Purchaser Regency may make inquiries to third parties, including, without limitation, contractors, property managers, parties to Work Contracts, lenders, residents tenants and Government Entities. The Purchaser Regency shall keep the Properties free of any Liens liens claimed by the PurchaserRegency's contractors or consultants in connection with such entry and will indemnify, defend and hold the Seller Branch harmless from all Claims and Liabilities caused by the PurchaserRegency, its contractors or consultants that are asserted against or incurred by the Seller Branch as a result of such entry and investigation. Any Liability liability or loss and expense related to a condition of any Property discovered or disclosed by the Purchaser Regency or any consultant or contractor of the Purchaser Regency in connection with such investigation is not a Liability liability that is covered by this indemnity. At all times before the First Closing, Regency shall provide the Branch Affiliates and OCP, their respective agents, employees, consultants, and representatives, with continuing and reasonable access to all files, books, records and other materials in Regency's possession or control relating to the business and operations of Regency and the right to examine, inspect and make copies of such materials as appropriate. No investigation made by the Purchaser a party shall limit, qualify or modify any representationrepresentations, warrantywarranties, covenant covenants or agreement indemnities made by the Purchaser another party hereunder, notwithstanding irrespective of the knowledge and information obtained as a result of any such investigation, but if the Purchaser a party discovers as a result of any investigation made by it prior to the First Closing that any representation or warranty made herein by the Seller other party is materially inaccurate, it shall promptly notify and advise the Sellerother party.

Access to Information; Environmental Audits. At all times before the Closing------------------------------------------- Closing Date, the Seller each Title Holding Entity shall provide the PurchaserCompany and its affiliates, its their respective agents, employees, consultants, consultants and representatives, with continuing and reasonable access to all files, books, records and other materials in the Seller's possession or control of such Title Holding Entity relating to the Properties and to the operations, assets and liabilities of such Title Holding Entity and the right to examine, inspect and make copies of such materials as appropriate (including for the purpose of reviewing or preparing pro forma financial statements required pursuant to Article 11 of Regulation S-X of the SEC)appropriate. During such period, the Seller each Title Holding Entity shall also provide for such parties to have reasonable physical access to the Properties for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including sampling and invasive testing for the presence of Hazardous Materials of Environmental Concern performed in connection with Phase I and Phase II environmental audits, provided that no Phase II or -------- other invasive testing shall be conducted without the consent of such Title Holding Entity, which consent shall not be unreasonably withheld or delayed), feasibility studies and any other inspections, studies or tests reasonably required by them, provided, however, that the Purchaser shall obtain the Seller's prior approval (which shall not be unreasonably withheld) for any invasive testing. With reasonable advance notice to the Seller, the Purchaser The Company may conduct a "walk- walk-through" of resident units tenant spaces upon reasonable and appropriate notice to residents tenants and subject to the rights of residentstenants. In the course of its investigations, the Purchaser Company may make inquiries to third parties, parties including, without limitation, contractors, property managers, parties to TI Contracts, Repair Contracts or Service Contracts, lenders, residents tenants and Government Entitiesmunicipal, local and other governmental officials and representatives. The Purchaser Company shall keep the Properties free of any Liens claimed by the Purchaser's contractors or consultants in connection with such entry and will indemnify, defend and hold the Seller such Title Holding Entity harmless from and against all Claims claims, actions, damages, liabilities, losses, costs, attorneys' fees and Liabilities caused expenses related to or arising from the inspections and studies performed by the Purchaser, its contractors Company or consultants that are asserted against or incurred by at the Seller as a result of such entry and investigation. Any Liability or loss and expense related to a condition of any Property discovered or disclosed by the Purchaser or any consultant or contractor of the Purchaser in connection with such investigation is not a Liability that is covered by this indemnity. No investigation made by the Purchaser shall limit, qualify or modify any representation, warranty, covenant or agreement made by the Purchaser hereunder, notwithstanding the knowledge and information obtained as a result of any such investigation, but if the Purchaser discovers as a result of any investigation made by it prior to the Closing that any representation or warranty made herein by the Seller is materially inaccurate, it shall promptly notify and advise the SellerCompany's request.

Access to Information; Environmental Audits. (a) The Sellers and the Owners have delivered to the Acquirer, or shall deliver not later than five (5) days following the Effective Date, legible, true, correct and complete copies of the items set forth in Exhibit ------- 2.5 (a) (i). At all times before the Closing, the each Seller and Owner shall provide --------- or cause to be provided to the PurchaserAcquirer and its affiliates, its their respective agents, employees, consultants, consultants and representatives, with continuing and reasonable access to all files, books, records and other materials in the Seller's possession or control of the Sellers and the Owners, as the case may be, relating to the Properties and to the operations, assets and liabilities of the Owners (including, without limitation, the items set forth in Exhibit ------- 2.5(a)(ii)) and the right to examine, inspect and make copies of such materials ----------- as appropriate appropriate; provided, however, that all documents delivered to the Acquirer in original form before the Effective Date are subject to the letter agreement dated June 22, 1999, between the Acquirer and MMR Holdings. (including for the purpose of reviewing or preparing pro forma financial statements required pursuant b) At all times prior to Article 11 of Regulation S-X of the SEC). During such periodClosing, the each Seller and Owner shall also provide or cause to be provided for such parties to have reasonable physical access to the Properties for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including sampling and invasive testing for the presence of Hazardous Materials of Environmental Concern performed in connection with Phase I environmental audits and, if necessary and with the prior written approval of the Sellers and the Owners (such approval not to be unreasonably withheld), Phase II environmental audits), feasibility studies and any other inspections, studies or tests reasonably required by them. The applicable Owner shall contract with and pay for in full (or the Sellers shall provide for payment in full prior to Closing), providedEngineering Consulting Services, howeverLtd., that or such other environmental audit firm as may be designated by the Purchaser shall obtain Acquirer and reasonably agreed to by the Seller's prior approval (which shall not be unreasonably withheld) for Sellers to perform any invasive testingenvironmental audit pursuant to this Agreement. With reasonable advance notice to the Seller, the Purchaser The Acquirer may conduct a "walk- walk-through" of resident units tenant spaces upon reasonable and appropriate notice to residents tenants and subject to the rights of residentstenants. In the course of its investigations, the Purchaser Acquirer may make inquiries to third parties, parties including, without limitation, contractors, property managers, parties to any contracts relating to the Sellers, Owners and the Properties, if any, lenders, residents tenants and Government Entities. municipal, local and other governmental officials and representatives. (c) The Purchaser shall keep the Properties free of any Liens claimed by the Purchaser's contractors or consultants in connection with such entry and will indemnify, defend Acquirer hereby agrees to indemnify and hold the Seller Owners harmless from all Claims and Liabilities caused by against any loss, cost, liability or damage to persons or the Purchaser, its contractors or consultants that are asserted against improvements at the Properties suffered or incurred by the Seller Owners (other than Acquisition Expenses) as a result of such the entry and investigation. Any Liability or loss and expense related on the Properties prior to a condition of any Property discovered or disclosed the Closing by the Purchaser Acquirer or its employees or agents. (d) The Acquisition Expenses shall be paid by Sellers as set forth in this Agreement. (e) In the event that the Sellers and the Owners have not timely fulfilled their obligations pursuant to the first two (2) sentences of Section 2.5(a), then, with respect to each Property for which any consultant or contractor such obligation has been breached (it being agreed that any breach of an obligation to provide information with respect to an Owner shall be deemed a breach of such obligation with respect to each Property owned by such Owner) (each, an "Unreviewed Property"), and without reducing the Adjusted Purchase Price (but by means of delaying the delivery to Sellers of that portion of the Purchaser in connection with Adjusted Purchase Price allocated to such investigation is not a Liability that is covered by this indemnity. No investigation made by Property), (i) the Purchaser shall limitAcquirer may (or, qualify or modify if any representation, warranty, covenant or agreement made by the Purchaser hereunder, notwithstanding the knowledge and information obtained Yield Differential would be payable as a result of any interest accruing on the Mortgage Debt on a long-term fixed-rate basis, shall) cause the Lender at Closing to place into an escrow account (or such investigationother account as may be acceptable to Lender) an amount equal to the Allocated Mortgage Debt for such Unreviewed Property for the period commencing on the Closing Date and expiring on the Unreviewed Property Yield Differential Expiration Date (as hereinafter defined), but if (ii) the Purchaser discovers Adjusted Purchase Price payable or to be paid at Closing shall be reduced by an amount equal to the Adjusted Purchase Price allocated to such Unreviewed Property as a result of any investigation made by it shown on the Rent Roll, and (iii) prior to Closing, the Closing that Sellers shall cause the Owner of such Unreviewed Property to transfer such Unreviewed Property to Seller or an Affiliate of Seller reasonably approved in writing by the Acquirer by quitclaim deed, without any representation or warranty made herein by warranty, such that the Seller applicable Owner shall be released from any and all liability related thereto. With respect to each Unreviewed Property, not later than the date (the "Extended Study Period Expiration Date") that is materially inaccuratesixteen (16) days after the date on which the Acquirer receives legible copies of the title policy and/or commitment (and the accompanying title exception documents), it survey, leases, environmental audit, building condition survey and appraisal for such Unreviewed Property in the Owners' and Sellers' possession and other information to be received under Exhibits 2.5(a)(i) or to which access is granted under Section 2.5(a)(ii) ------------------ ---------- (including, if a Phase I environmental audit for an -11- Unreviewed Property required or recommended the performance of a Phase II environmental audit, and Acquirer elects to have performed a Phase II environmental audit for such Unreviewed Property, the resulting Phase II environmental audit), if at all, the Acquirer shall promptly notify deliver to the Sellers a Dissatisfaction Notice and advise the Sellerspecific reasons therefor, after which such Unreviewed Property shall be deemed a Disqualified Property and the disposition of such Property shall be governed pursuant to Section 2.6. In the event that an Unreviewed Property is not a Disqualified Property pursuant to this Section 2.5(e), then, at such time as the Lender releases from escrow (or such other account as may have been acceptable to Lender) the Allocated Mortgage Debt for such Unreviewed Property (the "Unreviewed Property Yield Differential Expiration Date"), the parties shall proceed to Closing with respect to such Unreviewed Property in accordance with the other provisions of this Agreement (including, without limitation, Articles 6 and 8). During the period commencing on the Closing Date and expiring on the Unreviewed Property Yield Differential Expiration Date (upon which date the Yield Differential shall cease to accrue with respect to such Unreviewed Property), the Sellers shall pay to the Acquirer, not less often than monthly, the Yield Differential.