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 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. 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 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.