Common use of Buyers Inspection Clause in Contracts

Buyers Inspection. SAMPLE A. On or before ten (10) calendar days (seven (7) days for noncontingent cash offers as indicated in Section 5(C) above) from the Effective Date, the Buyer(s) shall, at Buyer(s) sole cost and expense, inspect the Property or obtain for its own use, benefit and reliance, inspections and/or reports on the condition of the Property, or Buyer(s) shall be deemed to have (1) waived such inspections and any objections to the condition of the Property, and (2) accepted the condition of the Property. The Buyer(s) shall keep the Property free and clear of liens and indemnify and hold the Seller and the Indemnified Parties harmless from all Claims arising out of or relating in any way to the Buyer(s) inspections, and the Buyer(s) shall repair the Property, at Buyer(s) sole expense, for all such Claims. The Buyer(s) shall not directly or indirectly cause any inspections to be made by any government building or zoning inspectors or government employees without the prior written consent of the Seller unless required by law, in which case the Buyer(s) shall provide reasonable notice to the Seller prior to any such inspection. If the Seller has winterized the Property and the Buyer(s) desires to have the Property inspected, the listing agent will have the Property dewinterized by seller’s property preservation vendor prior to inspection and rewinterized after inspection. All winterizations and dewinterizations must be performed by the Seller’s property preservation vendor. Within five (5) calendar days of receipt of any inspection report prepared by or for the Buyer(s), but not later than ten (10) calendar days (seven days for noncontingent cash offers as indicated in Section 5(C) above) from the Effective Date, whichever first occurs, the Buyer(s) shall provide written notice to the Seller of any items disapproved or problems with the condition of the Property. The Buyer(s) failure to provide such written notice to the Seller shall be deemed as Buyer(s) acceptance of condition of the Property. The Buyer(s) shall immediately provide to the Seller at no cost, upon request by the Seller, complete copies of all inspection reports upon which the Buyer(s) disapproval of the condition of the Property is based. Seller may provide written notice to Buyer(s) within five (5) days of receipt of Buyer(s) written notice and any inspection reports of any matters objected to by Xxxxx(s) which Seller intends to cure. Seller's election not to provide such written notice to Xxxxx(s) shall be deemed as Seller's decision not to cure any matters objected to by Xxxxx(s). In no event shall the Seller be obligated to make any repairs or replacements or correct any problems or defects that may be indicated in the Buyer(s) inspection reports. The Seller may, at its sole discretion, make such repairs, replacements, or corrections to the Property. If the Seller elects not to repair or correct the Property, the Buyer(s) may (i) waive such matters and proceed to Closing, or (ii) cancel the Agreement within five (5) calendar days of receiving notice from the Seller that Seller elects not to repair or correct the Property. If Xxxxx(s) timely notifies Seller of such cancellation, the Buyer(s) shall receive all xxxxxxx money deposited. If the Seller elects to make any such repairs or corrections to the Property, the Seller shall notify the Buyer(s) after completion of the repairs or corrections and the Buyer(s) shall have five (5) calendar days from the date of such notice to inspect the repairs or corrections and notify the Seller of any items disapproved. The Buyer(s) failure to notify Seller of any items disapproved shall be deemed acceptance by Xxxxx(s) of the condition of the Property. In situations that are applicable, a structural, electrical, mechanical or termite inspection report may have been prepared for the benefit of the Seller. Upon Buyer(s) request, the Buyer(s) may review such reports, but the Buyer(s) acknowledges that such inspection reports were prepared for the sole use and benefit of the Seller. Buyer(s) shall not rely upon any such inspection reports obtained by the Seller in making a decision to purchase the Property, and such reports shall not serve as a basis for Buyer(s) to terminate the Agreement. B. If the Property is a condominium or planned unit development or co-operative, unless otherwise noted required by law, the Buyer(s), at the Buyer(s) own expense, is responsible for obtaining and reviewing the covenants, conditions and restriction, and bylaws of the condominium or planned unit development or cooperative within ten (10) calendar days of the Effective Date. The Seller agrees to use reasonable efforts, as determined at the Seller’s sole discretion, to assist the Buyer(s) in obtaining a copy of the covenants, conditions and restrictions, and bylaws. The Buyer(s) will be deemed to have accepted covenants, conditions and restrictions, and bylaws if the Buyer(s) does not notify the Seller in writing within ten (10) calendar days of the Effective Date of the Buyer(s) objection to the covenants, conditions, and restrictions, and/or bylaws.

Buyers Inspection. SAMPLE A. On or before ten At reasonable times during the Supply Period (10and in any event on no more than three (3) calendar days (seven (7) days occasions in total for noncontingent cash offers as indicated in Section 5(C) above) from each Facility during the Effective Date, the Buyer(s) shall, at Buyer(s) sole cost Initial Supply Period and expense, inspect the Property or obtain for its own use, benefit and reliance, inspections and/or reports on the condition of the Property, or Buyer(s) shall be deemed to have one (1) waived such inspections additional occasion during a Supply Period Extension, if applicable), Manufacturer will permit designated representatives of a third party auditor retained by Buyer to inspect and any objections visit the Facilities for the purpose of determining compliance with this Agreement and the Product Standards and to prepare for the condition transition of Manufacture of the PropertyProducts from the applicable Facility where the Products are Manufactured for Buyer to Buyer’s plants or contract facilities, in accordance with the following terms and (2) accepted the condition conditions. In furtherance and not in limitation of the Property. The Buyer(s) shall keep the Property free and clear foregoing, Manufacturer will permit designated representatives of liens and indemnify and hold the Seller and the Indemnified Parties harmless from all Claims arising out of or relating in any way a third-party auditor retained by Buyer to the Buyer(s) inspections, and the Buyer(s) shall repair the Property, at Buyer(s) sole expense, for all conduct such Claims. The Buyer(s) shall not directly or indirectly cause any inspections to be made by any government building or zoning inspectors or government employees without the prior written consent of the Seller unless required by law, in which case the Buyer(s) shall provide reasonable notice to the Seller prior to any such inspection. If the Seller has winterized the Property and the Buyer(s) desires to have the Property inspected, the listing agent will have the Property dewinterized by seller’s property preservation vendor prior to an inspection and rewinterized after inspection. All winterizations and dewinterizations must be performed by the Seller’s property preservation vendor. Within five visit within thirty (530) calendar days of receipt of any inspection report prepared by or for the Buyer(s), but not later than ten (10) calendar days (seven days for noncontingent cash offers as indicated in Section 5(C) above) from the Effective Date, whichever first occurs, the Buyer(s) shall provide written notice to the Seller of any items disapproved or problems with the condition of the Property. The Buyer(s) failure to provide such written notice to the Seller shall be deemed as Buyer(s) acceptance of condition of the Property. The Buyer(s) shall immediately provide to the Seller at no cost, upon request by the Seller, complete copies of all inspection reports upon which the Buyer(s) disapproval of the condition of the Property is based. Seller may provide written notice to Buyer(s) within five (5) days of receipt of Buyer(s) written notice and any inspection reports of any matters objected to by Xxxxx(s) which Seller intends to cure. Seller's election not to provide such written notice to Xxxxx(s) shall be deemed as Seller's decision not to cure any matters objected to by Xxxxx(s). In no event shall the Seller be obligated to make any repairs or replacements or correct any problems or defects that may be indicated in the Buyer(s) inspection reports. The Seller may, at its sole discretion, make such repairs, replacements, or corrections to the Property. If the Seller elects not to repair or correct the Property, the Buyer(s) may (i) waive such matters and proceed to Closing, or (ii) cancel the Agreement within five (5) calendar days of receiving notice from the Seller that Seller elects not to repair or correct the Property. If Xxxxx(s) timely notifies Seller of such cancellation, the Buyer(s) shall receive all xxxxxxx money deposited. If the Seller elects to make any such repairs or corrections to the Property, the Seller shall notify the Buyer(s) after completion of the repairs or corrections and the Buyer(s) shall have five (5) calendar days from the date of such notice to inspect the repairs or corrections and notify the Seller of any items disapproved. The Buyer(s) failure to notify Seller of any items disapproved shall be deemed acceptance by Xxxxx(s) of the condition of the Property. In situations that are applicable, a structural, electrical, mechanical or termite inspection report may have been prepared for the benefit of the Seller. Upon Buyer(s) request, the Buyer(s) may review such reports, but the Buyer(s) acknowledges that such inspection reports were prepared for the sole use and benefit of the Seller. Buyer(s) shall not rely upon any such inspection reports obtained by the Seller in making a decision to purchase the Property, and such reports shall not serve as a basis for Buyer(s) to terminate the Agreement. B. If the Property is a condominium or planned unit development or co-operative, unless otherwise noted required by law, the Buyer(s), at the Buyer(s) own expense, is responsible for obtaining and reviewing the covenants, conditions and restriction, and bylaws of the condominium or planned unit development or cooperative within ten (10) calendar days of the Effective Date. The Seller agrees to use reasonable efforts, as determined at the Seller’s sole discretion, to assist the Buyer(s) in obtaining a copy Buyer will notify Manufacturer of the covenants, conditions names and restrictionstitles of the designated representatives in writing no less than seven (7) days in advance of any permitted visit, and bylawssuch notice will indicate with reasonable specificity the purpose of such visit. The Buyer(sIn addition to the aforementioned three (3) inspections, should a Critical Quality Issue arise with respect to one or more of the Products, a third-party auditor retained by Buyer will be deemed entitled to have accepted covenantsvisit the applicable Facility where such Products are produced upon at least twenty-four (24) hours’ advance written notice by Buyer to Manufacturer. “Critical Quality Issue” means a determination that a Product (a) is materially noncompliant with applicable Product Standards or with any applicable Laws, conditions or (b) was not produced in compliance with all current Good Manufacturing Practices promulgated by the U.S. Food and restrictionsDrug Administration. Inspections will occur during regular business hours and will be performed so as not to materially disrupt Manufacturer’s operations, and bylaws if Buyer will cause its designated representatives to follow all reasonable requirements imposed by Manufacturer to ensure that Xxxxx’s designees are not exposed to Manufacturer’s Confidential Information or to any information not relevant to the Buyer(s) does not notify the Seller in writing within ten (10) calendar days Manufacture of the Effective Date Products. Manufacturer will make available, at Buyer’s reasonable request, the results (including all documentation and reports generated either by Manufacturer or a government agency) of the Buyer(s) objection all federal, state and local inspections and sanitation audits, quality control inspections and inspections and audits performed by Manufacturer’s appointed third-party auditor, in each case to the covenantsextent relating to food safety and conducted during the period from thirty (30) days before to thirty (30) days after the Supply Period and relating to or affecting the Products (and related equipment, conditions, raw materials and restrictions, and/or bylawspackaging materials). Manufacturer will also furnish to Buyer without charge a reasonable number of samples from each production run of Products as may be reasonably requested by Buyer.

Buyers Inspection. SAMPLE A. On (a) Buyer shall approve, on or before ten the expiration of the Due Diligence Period, all physical aspects of the Property, including, but not limited to, all conditions relating to the presence, existence, or use of Hazardous Material (10) calendar days (seven (7) days for noncontingent cash offers as indicated defined in Section 5(C14) aboveon or under the Property. During the term of this Agreement, Buyer and its agents shall have the right to inspect the Property during normal business hours at a time mutually acceptable to Buyer and Seller and upon not less than twenty-four (24) from the Effective Datehours prior request to Seller (subject to logistical arrangements beyond Seller’s reasonable control), the Buyer(s) shallin order to make, at Buyer(s) Buyer’s sole cost and expense, inspect such inspections and surveys of the Property as Buyer may desire; provided, however, that without Seller’s prior written consent, not to be unreasonably withheld, Buyer shall not be entitled (i) to perform or obtain cause to be performed any invasive or destructive actions, punctures or drilling of any kind; or (ii) to initiate any application for any zoning variance, zone change, conditional use permit or other entitlement modification directed at any governmental official with respect to the Property (and Seller may withhold its own useconsent to any request in this clause (ii) in its sole discretion). Buyer shall not be entitled to enter the Property without being accompanied by a designated representative of Seller on less than twenty-four (24) hours telephonic notice to Seller (which must involve actual contact by telephone, benefit not leaving a voice mail message); provided, Seller shall cooperate in making such representative available. Buyer shall use all due care and relianceconsideration in connection with its inspections and shall comply with all applicable laws. Buyer shall immediately repair any and all damage resulting from the acts of Buyer or Buyer’s Licensee Parties inspecting, inspections and/or reports testing or evaluating the Property on behalf of Buyer in accordance with this Agreement and relating to the whole or any part of the Property. If Buyer fails to disapprove the physical condition of the PropertyProperty by notice to Seller and Escrow Holder on or before the expiration of the Due Diligence Period, or Buyer(s) Buyer shall be deemed to have (1) waived such inspections and any objections to approved the physical condition of the PropertyProperty and Buyer’s review, inspection and testing thereof. (2b) accepted the condition of the Property. The Buyer(s) Buyer shall keep the Property free and clear of liens and indemnify indemnify, defend and hold the Seller and the Indemnified Parties Property harmless from and against any and all Claims arising out of expenses, costs, fees, suits, actions, obligations, liabilities, and damages (including attorneys’ fees and costs) directly or relating indirectly, known or unknown, to the extent resulting from such entry, and acts or omissions by Buyer and Buyer’s Licensee Parties on the Property prior to the Closing Date. Buyer shall not cause or permit in any way any liens or encumbrances upon or relating to the Buyer(s) inspections, and the Buyer(s) shall repair Property or any interest therein as a result of Buyer’s or Buyer’s Licensee Parties’ acts with regard to the Property. (c) As a condition to entry onto the Property and at all times prior to the Close of Escrow, at Buyer(sBuyer or Buyer’s Licensee Parties accessing the Property shall have in effect (i) sole expense, for all such Claims. The Buyer(s) shall not directly or indirectly cause any inspections to be made by any government building or zoning inspectors or government employees without the prior written consent workers compensation and employer’s liability insurance with statutory limits of the Seller unless coverage as required by law, in and with a limit of liability for coverage B of at least $1,000,000 each occurrence/aggregate, (ii) commercial general liability insurance naming Seller as an additional insured, with (x) waiver of subrogation; and (y) limits of not less than Three Million Dollars ($3,000,000) combined single limit for bodily and personal injury and property damage (which case the Buyer(slimits above $2,000,000 may be satisfied with umbrella liability coverage) shall provide reasonable notice to the Seller prior to any such inspection. If the Seller has winterized the Property and the Buyer(s(iii) desires to have the Property inspected, the listing agent will have the Property dewinterized by seller’s property preservation vendor prior to inspection and rewinterized after inspectiona policy of commercial automobile liability coverage having a limit for each accident of One Million Dollars ($1,000,000). All winterizations the foregoing policies shall name Seller and dewinterizations must be performed by the Seller’s property preservation vendormanager (K&J Construction) as additional insureds. Within five Prior to entering the Property, Buyer shall deliver to Seller certificates of insurance evidencing such coverage and further evidencing that such coverage may only be terminated or modified upon thirty (530) calendar days prior notice to Seller. Buyer’s indemnity, defense, confidentiality and other obligations and covenants in this Section 4.1 shall survive any termination of receipt this Agreement or the Closing, as applicable. (d) Buyer acknowledges that any operating statements and other financial information relating to the ownership and operation of the Property provided to Buyer by Seller or its agents are unaudited, may contain mistakes, inaccuracies and misclassifications, do not reflect all adjustments and footnote disclosures which might be necessary to cause such statements to conform to generally accepted accounting principles, and include expense prorations and allocations from related parties which may vary from the cost of obtaining such items or services from unrelated third parties. (e) In the event this Agreement terminates for any inspection report reason other than the default of the Seller, upon Seller’s request, Buyer shall promptly deliver to Seller copies of all reports, plans, studies, surveys and test results prepared by third parties at the request of Buyer, and not by their terms restricted from dissemination or for the Buyer(s)otherwise deemed confidential, but not later than ten (10) calendar days (seven days for noncontingent cash offers as indicated in Section 5(C) above) from the Effective Date, whichever first occurs, the Buyer(s) shall provide written notice relating to the Property or arising from this Agreement (“Buyer’s Reports”). Buyer acknowledges and agrees that the Buyer’s Reports shall be treated by Buyer and Seller of any items disapproved or problems with the condition of the Property. The Buyer(s) failure to provide such written notice to the as confidential and Buyer and Seller shall be deemed as Buyer(s) acceptance of condition of the Property. The Buyer(s) shall immediately provide subject to the Seller at no cost, upon request by the Seller, complete copies of all inspection reports upon which the Buyer(s) disapproval of the condition of the Property is based. Seller may provide written notice same confidentiality covenants and requirements with respect to Buyer(s) within five (5) days of receipt of Buyer(s) written notice and any inspection reports of any matters objected to by Xxxxx(s) which Seller intends to cure. Seller's election not to provide such written notice to Xxxxx(s) shall be deemed materials as Seller's decision not to cure any matters objected to by Xxxxx(s). In no event shall the Seller be obligated to make any repairs or replacements or correct any problems or defects that may be indicated set forth above in the Buyer(s) inspection reports. The Seller may, at its sole discretion, make such repairs, replacements, or corrections Section 4.1.3 with respect to the Property. If the Seller elects not to repair or correct the Property, the Buyer(s) may (i) waive such matters and proceed to Closing, or (ii) cancel the Agreement within five (5) calendar days of receiving notice from the Seller that Seller elects not to repair or correct the Property. If Xxxxx(s) timely notifies Seller of such cancellation, the Buyer(s) shall receive all xxxxxxx money deposited. If the Seller elects to make any such repairs or corrections to the Property, the Seller shall notify the Buyer(s) after completion of the repairs or corrections and the Buyer(s) shall have five (5) calendar days from the date of such notice to inspect the repairs or corrections and notify the Seller of any items disapproved. The Buyer(s) failure to notify Seller of any items disapproved shall be deemed acceptance by Xxxxx(s) of the condition of the Property. In situations that are applicable, a structural, electrical, mechanical or termite inspection report may have been prepared for the benefit of the Seller. Upon Buyer(s) request, the Buyer(s) may review such reports, but the Buyer(s) acknowledges that such inspection reports were prepared for the sole use and benefit of the Seller. Buyer(s) shall not rely upon any such inspection reports obtained by the Seller in making a decision to purchase the Property, and such reports shall not serve as a basis for Buyer(s) to terminate the AgreementDue Diligence Documents. B. If the Property is a condominium or planned unit development or co-operative, unless otherwise noted required by law, the Buyer(s), at the Buyer(s) own expense, is responsible for obtaining and reviewing the covenants, conditions and restriction, and bylaws of the condominium or planned unit development or cooperative within ten (10) calendar days of the Effective Date. The Seller agrees to use reasonable efforts, as determined at the Seller’s sole discretion, to assist the Buyer(s) in obtaining a copy of the covenants, conditions and restrictions, and bylaws. The Buyer(s) will be deemed to have accepted covenants, conditions and restrictions, and bylaws if the Buyer(s) does not notify the Seller in writing within ten (10) calendar days of the Effective Date of the Buyer(s) objection to the covenants, conditions, and restrictions, and/or bylaws.