Buyer’s Inspections. Buyer agrees to indemnify, defend and hold Seller, Seller’s Affiliates and Existing Manager harmless from and against any and all claims, liens, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from Buyer’s Due Diligence Examination, whether performed directly by Buyer or any of its agents. Buyer further waives and releases all claims and causes of action it may have against Seller and Seller’s Affiliates and Existing Manager for injuries or damages to person or property sustained by Buyer or its agents arising, directly or indirectly, from their entry onto the Property. Prior to entering onto the Land, Buyer shall carry at its own expense at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Manager each as an additional insured. No invasive testing, sampling or drilling shall occur without the prior written consent of Seller, such consent not to be unreasonably withheld. In the event Buyer requests and Seller consents to such invasive testing, sampling or drilling, Buyer shall also furnish Seller with evidence that the party completing such testing, sampling or drilling has at least $1,000,000.00 of commercial general liability insurance (including coverage for contractual liability) listing Seller and Existing Manager each as an additional insured from an insurance company and in a form reasonably satisfactory to Seller. The party performing such testing shall also furnish Seller with a policy of insurance for pollution liability with limits of not less than $1,000,000.00 combined single limit, written on a “claims made” basis, and including coverage for asbestos liability, environmental site investigations, and cutting and drilling. Evidence of the required insurance from Buyer and its agents shall be furnished to Seller before any entry onto the Property or the performing of any invasive testing, drilling or sampling, as the case may be, and shall be in a form reasonably satisfactory to Seller. The provisions of this Section 3.4 shall survive Closing or any termination of this Contract.
Buyer’s Inspections. Not withstanding anything to the contrary, Seller makes no representations or warranties with 141 regard to the municipality, zoning, school district, or use of the Real Estate, and Buyer assumes sole responsibility for 142 researching the foregoing conditions. Xxxxx acknowledges that Xxxxx has conducted investigations of these conditions and the 143 use of the Real Estate, and has verified that the Real Estate is suitable for Xxxxx's intended use. Seller also makes no 144 representations with regard to conditions outside of the boundaries of the Real Estate, including but not limited to, crime 145 statistics, registration of sex offenders, noise levels (i.e., airports, interstates, environmental), local regulations/development or 146 any other issues of relevance to the Buyer, and Xxxxx assumes sole responsibility for researching such conditions. Buyer 147 acknowledges that Xxxxx has been given the opportunity to conduct research pertaining to any and all of the foregoing prior to 148 execution of this Contract. Buyer is relying solely on Xxxxx's own research, assessment and inquiry with local agencies and is 149 not relying, and has not relied, on Seller or any REALTOR® involved in this transaction. 150 REAL ESTATE INSPECTION CONTINGENCY: For purposes of this clause, time is of the essence. The Buyer has the 151 option to have the Real Estate inspected, at Xxxxx’s expense. Buyer shall have up to calendar days 152 (Inspection Period) beginning the day following written Contract acceptance to conduct all inspections related to the Real 153 Estate. Inspections regarding the physical material condition, insurability and cost of a casualty insurance policy, boundaries, 154 and use of the Real Estate shall be the sole responsibility of the Buyer. Buyer is relying solely upon Xxxxx's examination 155 of the Real Estate, the Seller's certification herein, and inspections herein requested by the Buyer or otherwise 156 required, if any, for its physical condition and overall character, and not upon any representation by the 157 REALTORS® involved. During the Inspection Period, Xxxxx and Xxxxx’s inspectors and contractors shall be 158 permitted access to the Real Estate at reasonable times and upon reasonable notice. Buyer shall be responsible for any 159 damage to the real estate caused by Xxxxx or Xxxxx’s inspectors or contractors, which repairs shall be completed in a 160 timely and workmanlike manner at Xxxxx’s expense.
Buyer’s Inspections. Subject to the Agreement for Environmental Conditions, Buyer acknowledges that Buyer has occupied the Property as a tenant of Seller since January 31, 2008, and has had an adequate opportunity to inspect and investigate all aspects of the Property, including, but not limited to, environmental conditions and suitability for Buyer’s intended use.
Buyer’s Inspections. Buyer and its designees and Affiliates shall have reasonable access to observe and inspect Seller’s manufacturing facilities and procedures, including manufacturing operations, at reasonable intervals and upon reasonable notice to Seller. Seller shall maintain proper and accurate records of all manufacturing steps, processes, quality assurance and quality control procedures and will provide reasonable access to Buyer from time to time at reasonable intervals and upon Buyer’s reasonable request.
Buyer’s Inspections. Until March 31, 2010 (the "Review Period"), Buyer and its authorized contractors, engineers, inspectors, agents, representatives and employees shall be entitled to go upon the properties subject to the Leases to make such inspections, examinations, surveys, tests and other studies as may be required by Buyer, including, without limitation: environmental audits and surveys the Purchased Assets; and inspections of the roofs and the structural, mechanical and other components (including, but not limited to, mechanical, heating, cooling, electrical and plumbing systems) of the Business. Seller agrees that Buyer shall incur no obligations other than as set out in this subparagraph by virtue of exercising any rights herein granted, and no exercise hereof shall diminish or otherwise affect any representations made by Seller in this Agreement, including, without limitation, the representations as to the condition of the Purchased Assets hereinafter set out.
Buyer’s Inspections. AS OF THE EFFECTIVE DATE, BUYER ACKNOWLEDGES IT HAS HAD THE OPPORTUNITY TO CONDUCT, AND HAS CONDUCTED, SUCH DUE DILIGENCE AS BUYER HAS DEEMED NECESSARY OR APPROPRIATE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN AND BUYER HEREBY WAIVES THE RIGHT TO CONDUCT ANY FURTHER DILIGENCE. BUYER REPRESENTS AND COVENANTS [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. TO SELLER THAT BUYER HAS CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR THE SELLER RELATED PARTIES.
Buyer’s Inspections. If Buyer purchases the Property pursuant to this Agreement, Buyer agrees, represents and warrants that: (i) Buyer shall have conducted its own investigation of the Property and all matters relating thereto, including, but not limited to, the financial, legal, title, physical and environmental condition of the Property; shall have investigated any applicable restrictions, covenants, conditions, zoning laws, building codes, environmental matters, and other regulations affecting the Property; shall have made all inquiries, inspections, tests, audits, studies and analyses that it shall have deemed necessary or desirable in connection with purchasing the Property; and shall have approved the results of its investigation (including, without limitation, engineering and structural tests, economic feasibility studies, soils and geological reports, reviews of books and records, environmental and asbestos reports, financial statements, and other documents obtained or prepared by or for Buyer in connection with its review); (ii) neither Seller, the Authority Board, nor any of its Agents (as defined below) has made, and Buyer shall not have relied on, any representation or warranty of Seller; and (iii) Buyer shall have assumed the risk of the financial, legal, title, physical, environmental and other conditions of the Property and all defects (latent or patent), or deficiencies thereof or therein.
Buyer’s Inspections. During the Inspection Period, Xxxxx may investigate any and all aspects of the Property related to Xxxxx’s intended use of the Property deemed relevant by Buyer, in its sole and absolute discretion. Buyer shall conduct such investigation and due diligence at its sole cost and expense and upon the terms and conditions specified in the Purchase Agreement. Other than as set forth in the Purchase and Sale Agreement, Seller offers the Property in “AS-IS” condition with no representation or warranties.
Buyer’s Inspections. Until the Closing, the Seller shall give the Buyer ------------------- and its employees, agents, attorneys, engineers, architects, contractors and lenders full access to the Property. The Buyer shall have the right to perform, at its expense, such tests, inspections and surveys, including without limitation soil, subsurface and groundwater tests, as the Buyer may determine are necessary to evaluate the title and condition of the Property, its compliance with laws and its suitability for development.
Buyer’s Inspections. (a) Prior to the Execution Date, Buyer has had the opportunity to conduct due diligence reviews of the Transferred Properties in accordance with the Confidentiality Agreement, including the review of certain information with respect to the finances, operations, financial and operating results, markets, customers and suppliers, properties, methods of doing business, personnel, contracts, commitments or contingencies or legal affairs involving the Transferred Properties, as well as the products, processes or scientific, technical or engineering information developed, owned or licensed by Seller that are related to the Transferred Properties. Buyer shall have the right between the Execution Date and the Closing Date to inspect the Transferred Properties, public records and the records made available by Seller to Buyer pursuant to the Confidentiality Agreement with respect to the quality and validity of Seller’s title to the Transferred Properties, and to conduct such other due diligence that Buyer may in its sole discretion reasonably deem necessary or desirable.
