Buyer Inspection. Buyer and Seller or Seller’s representative shall meet for an orientation and inspection of the Property at a mutually agreeable time approximately five (5) business days prior to the Close Date. Buyer and Seller shall prepare a joint inspection correction list of all items that are damaged or defective (“Disclosure of Move-In Condition”) that shall be completed and submitted by Buyer to Seller for Seller’s review and approval no later than thirty (30) days after the Close Date. Any corrective work agreed to be performed by Seller, if any, as a result of such joint inspection shall not delay the Close Date. If Seller does not correct, fix or replace any items listed by Buyer on the mutually approved Disclosure of Move-In Condition form, Buyer shall not be obligated to pay for such correction/fix/replacement upon resale of the Property to Seller unless Buyer’s use of such item has caused further damage, destruction or unreasonable wear and tear.
Buyer Inspection. Buyer acknowledges and represents that as of the date of execution of this Agreement, Buyer has had the opportunity to review any engineering reports made available to potential bidders at the Auction during a due diligence period prior to the Auction, and has been given the opportunity to make a full and complete inspection of the Property, at Buyer's expense, including, but not limited to, inspection by construction experts, engineers and architects acceptable to Buyer, examining both obvious and latent conditions of the Property. Accordingly, except for the representations, warranties, covenants and agreements in this Agreement or in any of the documents (the "Closing Documents") executed and delivered by Seller to Buyer in connection with the Closing (as hereinafter defined), Buyer will have made its investment decision to enter into this Agreement based exclusively upon its own investigations or inspections with respect to the Property and has not relied, and will not have relied upon any express or implied, written or oral, representation of Seller or Seller's general partners (collectively, the "Selling Entity") or any of the Selling Entity's employees, agents, representatives, broker and attorneys, counsel for the respective plaintiffs in the litigation captioned In re: Prudential Securities Incorporated Limited Partnerships Litigation ("Litigation") in the United States District Court in the Southern District of New York, MDL Docket No. 1005, M-21-67 (MP), or any affiliates of any of them, hereinafter designated collectively as the "Protected Group", in entering into this Agreement. Buyer acknowledges that Seller has cooperated with Buyer in all requests for inspection or testing, and Seller agrees to cooperate with Buyer's reasonable requests for additional inspections and testing (to be conducted at Buyer's sole cost and expense) prior to the Closing Date (hereinafter defined), provided, however, that in no event shall facts or information which may be discovered by Buyer in so conducting any inspections or testing, (i) be the basis of any claim by Buyer against Seller, or any right of Buyer to terminate this Agreement or to request an adjustment to the Purchase Price or a cure by Seller of any condition or matter discovered by any such additional testing or inspection unless such inspections or tests reveal breaches of representations, warranties, covenants or agreements of Seller herein, in which case Buyer's remedies shall be as provided here...
Buyer Inspection. Following the issuance of the Notice of Completion of the Equipment, the Buyer may inspect the Equipment for thirty (30) calendar days prior to transfer; provided, however, that the Buyer shall provide the Company notice of no less than five (5) calendar days of its intention to inspect the Equipment.
Buyer Inspection. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUYER HEREBY ACCEPTS THE “PROPERTIES” ASSIGNED AND CONVEYED HEREIN (INCLUDING ALL XXXXX, PERSONAL PROPERTY AND EQUIPMENT) “AS IS, WHERE IS” AND “WITH ALL FAULTS”, INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTIES. BUYER COVENANTS, REPRESENTS AND WARRANTS THAT (i) BUYER HAS INSPECTED OR WILL INSPECT THE “PROPERTIES”, AND IMPROVEMENTS ON THE “PROPERTIES”, IF ANY, AND ALL MATTERS RELATING THERETO WHICH BUYER DESIRES; (ii) NEITHER SELLER NOR ANYONE ON SELLER’S BEHALF HAS MADE, OR IS MAKING, ANY WARRANTIES OR REPRESENTATIONS RESPECTING THE “PROPERTIES” OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT; (iii) BUYER IS RELYING SOLELY ON (A) BUYER’S OWN INVESTIGATION OF THE “PROPERTIES” AND ALL MATTERS PERTAINING THERETO, INCLUDING THE ENVIRONMENTAL CONDITION OF THE “PROPERTIES” AND (B) THOSE WARRANTIES AND REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (iv) EXCEPT AS EXPRESSLY SET FORTH HEREIN, BUYER IS PURCHASING THE “PROPERTIES” “AS IS.” BUYER REPRESENTS AND WARRANTS THAT IT IS HIGHLY EXPERIENCED IN THE BUSINESS OF EVALUATING, PURCHASING AND OPERATING PROPERTIES AND EQUIPMENT OF THE TYPE TO BE SOLD TO BUYER PURSUANT TO THIS AGREEMENT AND THAT BUYER AND ITS REPRESENTATIVES HAVE SUFFICIENT KNOWLEDGE, ABILITIES AND EXPERIENCE TO FULLY INVESTIGATE AND EVALUATE THE “PROPERTIES” (INCLUDING THEIR CONDITION AND ECONOMIC VALUE). EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUYER ACKNOWLEDGES THAT SELLER MAKES NO, AND EXPRESSLY DISCLAIMS ANY, WARRANTIES OR REPRESENTATIONS CONCERNING THE ACCURACY, CORRECTNESS, COMPLETENESS OR ADEQUACY OF ANY OF THE INFORMATION, DOCUMENTS, DATA, STATISTICS, SUMMARIES, ELECTRONIC TRANSMISSIONS AND FACSIMILES FURNISHED BY OR ON BEHALF OF SELLER TO BUYER OR ANY OF ITS REPRESENTATIVES. FURTHER, BUYER ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING CLAIMS FOR LOSS OF USE, RENTS, ANTICIPATED PROFIT OR BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, DIMINUTION IN VALUE, OR MENTAL OR EMOTIONAL DISTRESS OR FEAR OF INJURY OR DISEASE. BUYER’S INITIALS: _______ SELLER’S INITIALS: _______
Buyer Inspection. Buyer acknowledges and represents that as of the date of execution of this Agreement, Buyer has had the opportunity to review any engineering reports made available to potential bidders at the Auction during a due diligence period prior to the Auction, and has been given the opportunity to make a full and complete inspection of the Property, at Buyer's expense, including, but not limited to, inspection by construction experts, engineers and architects acceptable to Buyer, examining both obvious and latent conditions of the Property. Accordingly, Buyer will have made its investment decision to enter into this Agreement based exclusively upon its own investigations or inspections with respect to the Property and has not relied, and will not have relied upon any express or implied, written or oral, representation of Seller or Seller's general partners (collectively, the "Selling Entity") or any of the Selling Entity's employees, agents, representatives, broker and attorneys, counsel for the respective plaintiffs in the litigation captioned In re: Prudential Securities Incorporated Limited Partnerships Litigation ("Litigation") in the United States District Court in the Southern District of New York, MDL Docket No. 1005, M-21-67 (MP), or any affiliates of any of them, hereinafter designated collectively as the "Protected Group", in entering into this Agreement. Buyer acknowledges that Seller has cooperated with Buyer in all requests for inspection or testing to date, and Seller agrees to continue that cooperation as provided in Section 2.4.
Buyer Inspection. BUYER HEREBY AGREES THAT IT WILL INSPECT THE PROPERTIES, XXXXX, PERSONAL PROPERTY, AND EQUIPMENT ASSIGNED AND CONVEYED HEREIN AND THAT IT WILL ACCEPT THE SAME “AS IS, WHERE IS” AND “WITH ALL FAULTS”.
Buyer Inspection. Buyer shall have the right, not more than once biennially (or more than once biennially if Buyer has a commercially reasonable basis to believe there is cause, which cause shall be specifically related to, or would reasonably be expected to have a material adverse impact on, the Product delivered pursuant to this Agreement), and upon providing Seller with thirty (30) days advance written notice, to inspect Seller’s Facility (provided that Seller shall permit such inspection as promptly as practicable, and in no event later than five (5) days following written notice from Buyer, in the event that such inspection is for cause), on a confidential basis and during normal business hours, for the sole purposes of ensuring such Facility is in compliance with applicable cGMP and Applicable Law, solely relating to the manufacture and storage of the Product. Buyer’s inspection rights under this Section shall not extend to any portions of the Facility, documents, records or other information which do not directly relate to the manufacture and supply of the Product under this Agreement. Further, Buyer’s inspection rights under this Section shall be limited in duration to no more than one (1) Business Days for API-related inspections and independently two (2) Business Days for CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. finished-goods-related inspections, and shall be limited to no more than two (2) Buyer inspectors at any one time. Inspection by Buyer or documentation provided to Buyer related to any of Seller’s suppliers or subcontractors related to the manufacturing and storage of Product is subject to consent of such Seller supplier or subcontractor. Seller will use Commercially Reasonable Efforts to obtain such consent.
Buyer Inspection. 5 A. Inspection Rights and Duties........................................5 B. Due Diligence Period................................................6 C.
Buyer Inspection. 11.1 The Buyer may inspect the Products forthwith upon delivery at the Warehouse according to the relevant Inspection Standards.
11.2 The Buyer shall not be entitled to reject any Product which has been delivered pursuant to Clause 9.1, unless:
11.2.1 such Product is found to not conform to the relevant Inspection Standards during the inspection carried out by the Buyer pursuant to Clause 11.1; and
11.2.2 the requirements in Clause 11.3 are complied with.
11.3 If the Buyer wishes to reject any Product delivered which has been delivered pursuant to Clause 9.1, the Buyer must comply with the following requirements:
11.3.1 the Buyer shall notify the Supplier in writing of the Buyer’s intention no later than 14 Days from such Product being delivered at the Warehouse; and
11.3.2 the Buyer shall provide the Supplier with the details of the non-conformity.
11.4 In the event that such Products which have been rejected by the Buyer pursuant to Clause 11.2 are found by the Supplier to not conform to the relevant Inspection Standards, the Supplier shall either:
11.4.1 repair such non conforming Products; or
11.4.2 deliver to the Buyer such quantity of Products equal to the quantity of non-conforming Products in substitution for such non-conforming Products, provided that if the non-conformity is found to have been caused whether directly or indirectly by any Buyer Materials or Buyer Equipment provided by the Buyer, the Buyer shall pay to the Supplier on demand all the costs incurred by the Supplier in carrying out its obligations under this Clause 11.4.
Buyer Inspection. 19 19.2 Buyer Indemnity...................................................................................................................... 21 19.3 AS-IS WHERE IS SALE DISCLOSURE ............................................................................... 21 ARTICLE 20 RIGHTS TO ASSIGN RIGHTS HEREUNDER .............................................................. 23 ARTICLE 21 ASSIGNMENTS AND NO RECORDING ...................................................................... 23
