Common use of Buyer’s Inspection Contingency Clause in Contracts

Buyer’s Inspection Contingency. For a period of sixty (60) days from the Effective Date (the “Inspection Period”), Buyer and its agents and representatives shall have the right to conduct inspections and examinations regarding the physical condition of the Property and the status of title and survey matters for the Property. Buyer and its agents and representatives shall be permitted to enter upon the Property to conduct such boundary surveys, soil tests, environmental assessment audits, and other related tests, investigations, and examinations of the Property as Buyer may desire. Buyer may likewise perform an investigation of the legal and financial aspects of the Property, including, without limitation confirmation of the land use and zoning classifications applicable to the Property, the lack of any material violations of applicable ordinances to the Property, the existence and availability of all required permits, licenses and approvals for Buyer’s operation of the Property as a banking facility (“Intended Use”), and a review of the Lease(s) (defined in Schedule 1) and all contracts and agreement affecting the Property. Buyer’s physical inspection rights are subject to the following conditions and requirements: (i) Buyer shall not cause any material injury to the Property, and (ii) Buyer shall pay all costs and expenses incurred in connection with its inspections and reports. Buyer hereby agrees to indemnify and hold harmless Seller from any loss, damage, claim, expense or cost which Seller may incur as a result of Buyer’s physical inspections. Seller shall cooperate with Buyer, at no expense to Seller, in Buyer’s performance of its investigations, including, without limitation, signing such authorizations and other documents as are reasonably required to permit Buyer to exercise fully its rights under this subsection. The results of the foregoing physical inspections and investigations of the Property shall be utilized by Buyer to determine whether the Property is, in Buyer’s sole judgment and estimation, satisfactory to Buyer. If Buyer, for any reason or for no reason whatsoever, is not satisfied with the results of the foregoing inspections and investigations, Buyer may cancel this Agreement and shall so notify Seller in writing prior to the expiration of the Inspection Period, whereupon this Agreement shall automatically terminate and be null and void. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY IN ITS “AS IS, WHERE IS” CONDITION AND WITHOUT ANY WARRANTY, REPRESENTATION, GUARANTY, PROMISE OR INDUCEMENT, EXPRESS OR IMPLIED, BY SELLER OR ANY REPRESENTATIVE, AGENT, OFFICER OR EMPLOYEE OF SELLER, AS TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, (i) THE PROPERTY’S PHYSICAL AND ENVIRONMENTAL CONDITION, (ii) THE SUITABILITY OF THE PROPERTY FOR ANY USE OR PURPOSE WHATSOEVER, INCLUDING THE INTENDED USE, (iii) THE PROPERTY’S COMPLIANCE WITH ANY APPLICABLE LAW, RULE, ORDER OR OTHER GOVERNMENTAL REGULATION, OR (iv) THE SIZE, DIMENSIONS, PROFITABILITY OR OTHER SUCH MATTERS RELATING TO THE OWNERSHIP OR OPERATION OF THE PROPERTY.