Buyer's inspection rights. The Buyer shall have the right from time to time, on not less than forty-eight (48) hours' written notice, to designate not more than four (4) of the Buyer's representatives who shall be entitled to have access to the Project Site at reasonable times for the purposes of viewing the Facility Unit and verifying the Seller's compliance with its obligations under this Agreement; provided that the Buyer shall ensure that its representatives shall comply with all Project Site health and safety rules, precautions and standards, and any other reasonable requirements of the Seller and its Contractors, and shall not interfere with the Construction or Operation of the Facility Unit.
Buyer's inspection rights. Company shall give to Buyer and its designated employees or representatives full access to all of the properties and assets of Company, to Company's stock books, and to all of Company's documents, books and records relating to its current and past operations and Business. Company shall permit such employees and representatives to make copies of Company's written materials and to interview and question Company's employees.
Buyer's inspection rights. If Buyer determines in its sole discretion that the Real Estate or any portion thereof is unsatisfactory to Buyer, then Buyer shall have the right to elect one of the following: (i) terminate this Agreement by delivery of written notice of termination to Seller prior to the expiration of the Real Estate Inspection Period (or any applicable extension period as provided in this Agreement, but only as to the Branches for which such extension applies); (ii) waive in writing Buyer’s contingency in this Section 5 and accept of the Real Estate in its condition at the time with no reduction in the price allocated to the Real Estate; (iii) provide no notice of any kind to Seller prior to the expiration of the Real Estate Inspection Period (or any applicable extension period as provided in this Agreement), in which case Buyer will be deemed to have waived its contingency contained in this Section 5. If Buyer has elected to extend the Real Estate Inspection Period for any Branches, under the provision of Paragraph 5(c)(2) above, then Buyer may, before the end of the Real Estate Inspection Period, elect to terminate the entire Agreement, in which case all further rights of access to the Real Estate shall terminate, or may elect to waive in writing Buyer’s contingency in this Section 5 as to all Real Estate except the Branch for which the extension was elected, in which case the Buyer reserves the right to again terminate this entire Agreement before the end of such extension, if Buyer is not satisfied with the result of the Phase II Survey for the Branch for which the Real Estate Inspection Period was extended. Failure of Buyer to terminate this Agreement under the provision above, and completion of the Closing shall constitute conclusive evidence that Buyer has determined to accept the condition of the Real Estate. In closing this transaction and completing its due diligence, Buyer will be relying exclusively on its own inspections and reviews and not upon any express or implied representations or warranties of Seller unless contained in this Agreement or as agreed to in a written amendment to this Agreement, signed by the Seller and the Buyer. Seller has made no express or implied representation or warranty regarding the condition of the Real Estate (whether environmental or otherwise) and Buyer shall at Closing accept the Real Estate in its “as is/where is” condition.
Buyer's inspection rights. The Buyer shall have the right from time to time, on not less than forty-eight
Buyer's inspection rights. Through the Closing Date, Company shall give to Buyer and its designated Representatives full access to all of the properties, facilities and assets of Company, to Company’s stock books, and to all of Company’s documents, books and records relating to its current and past operations and Business. Company shall permit such Representatives to make copies of Company’s written materials and, subject to prior approval by Company (such approval not to be unreasonably withheld), interview and question Company’s employees. Buyer may also perform or have Buyer’s Representatives perform, and Company hereby grants to Buyer and Buyer’s Representatives right of entry to perform through the Closing Date, such tests, inspections, sampling, and assessments as it deems desirable in its sole discretion of the Real Properties and all premises and improvements, soils, surface water, and groundwater thereon or thereunder, to confirm the environmental condition and conduct surveys and engineering and facility analyses (collectively, “Inspections”); provided, however, that such Inspections shall be performed so as to minimize where reasonably feasible interference with the ongoing operations of Company and Buyer shall provide reasonable prior notice of such Inspections to Company and coordinate scheduling of same with Company. All Inspections and analyses and reports resulting from same shall be for the benefit and use of Buyer. Buyer hereby agrees to indemnify and hold Company harmless from and against any and all damages, claims, losses, liabilities, expenses (including reasonable attorneys’ fees) related to or arising out of any property damage or personal injuries resulting from Buyer’s Inspections. In the event Closing hereunder does not occur for any reason, Buyer shall repair and return the Real Properties to the condition they were in prior to any Inspections in all material respects.
Buyer's inspection rights. (a) Buyer shall have until the Feasibility Date to determine whether the Property is acceptable to Buyer with respect to any and all matters that Buyer desires to investigate including, but not limited to, title, survey, financing, physical, electrical, mechanical and environmental matters and zoning.
Buyer's inspection rights. The Buyer shall have the right from time to time, on not less than forty- eight (48) hours' written notice, to designate not more than four (4) of the Buyer's representatives who shall be entitled to have access to the Project Site at reasonable times for the purposes of viewing the Facility and verifying the Seller's compliance with its obligations under this Agreement; provided that the Buyer shall ensure that its representatives shall comply with all Project Site health and safety rules, precautions and standards, and any other reasonable requirements of the Seller and its contractors, and shall not interfere with the construction or operation of the Facility. Notwithstanding any review or inspection of, or recommendation in respect of, design, plan or report, concerning the Project on the part of the Buyer or its representatives, the Seller shall be solely responsible for all aspects of the activities connected to the Project. The Seller shall not be obliged to assume any obligation to implement or address any comments or recommendations of the Buyer arising from the Buyer’s review or inspection as aforesaid, except that the Seller may (in its sole discretion and at its sole risk) take such comments and recommendations into consideration whether with or without incurring any additional costs or resultant delays in relation to the Project.
Buyer's inspection rights. Buyer and its agents and contractors shall have the right to enter on the Property to inspect it and conduct tests. Buyer will indemnify, defend (with counsel reasonably approved by Seller) and hold Seller, its partners and Designated Representatives harmless from any loss, cost, liability, claim or damage (including reasonable attorneys' fees and the cost of expert witnesses) resulting or arising from any
Buyer's inspection rights. From the Opening of Escrow and until the Closing or earlier termination of this Agreement, Buyer shall be provided with access to the Property and shall be permitted to inspect and examine the Property upon reasonable advance notice to Seller, subject in all cases to the provisions of this Paragraph 8(c) of this Agreement and the indemnification provisions described in Paragraph 8(d) of this Agreement. Subject to the rights of the tenants, Buyer and its Representatives shall have the right to conduct one or more “walk throughs” of the Property. It is understood and agreed that Buyer shall be responsible to perform such inspections and other examinations of the Property as Buyer deems necessary or desirable (including, without limitation, any tests, studies, investigations, inspections and other examinations of physical and environmental conditions of the Property); provided, however, that as a condition precedent to exercising such rights, Buyer shall deliver to Seller a Certificate of Insurance evidencing commercial general liability coverage of not less than $1,000,000 combined limits, worker’s compensation insurance at statutory limits, and employer’s liability coverage of not less than $1,000,000. Buyer’s commercial liability insurance shall name Seller as an additional insured with respect to the Property, including, without limitation, in connection with Buyer’s access to the Property and its tests, studies, investigations, inspections and other examinations of physical and environmental conditions of the Property. All tests, studies, investigations, inspections and other examinations by Buyer of the Property shall be conducted in a non-invasive manner. Buyer shall restore the Property to its original condition promptly after completing each such test, study, investigation, inspection and other examination. Buyer’s foregoing agreement shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.
Buyer's inspection rights. During the term of this Agreement, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property at reasonable times during ordinary business hours, upon 24 hours prior notice to Seller and subject to the rights of Tenant in possession, to make any and all inspections and tests as may be necessary or desirable in Buyer’s sole judgment and discretion, provided however that any invasive testing such as soil borings or similar testing shall require Seller’s prior written approval. Buyer’s obligations hereunder shall be subject to its satisfaction with the apparent physical condition of the Land and the Improvements (including, without limitation, the absence of any hazardous materials or toxic wastes, asbestos or asbestos containing materials and PCBs). Buyer shall use care and consideration in connection with any of its inspections. No such inspection or examination by Buyer shall be deemed to expressly or implicitly waive any representation or warranty made by Seller in this Agreement. Buyer shall indemnify and hold Seller harmless from damages resulting from such entry and/or activities upon the Property by Buyer, its agents, contractors and subcontractors; provided, however, such obligation to indemnify and hold harmless shall not include any diminution in property value, clean up or containment costs or any other loss, liability or expense due merely to the discovery of the presence of hazardous waste or toxic substances on the Property. Buyer and its agents, contractors and subcontractors shall not interfere with the ongoing construction of the Improvements on the Property by Seller.
