Buyer’s Inspections Sample Clauses

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. Notwithstanding anything to the contrary, Seller makes no representations or warranties with 112 regard to the municipality, zoning, school district, or use of the Real Estate, and Buyer assumes sole responsibility for 113 researching the foregoing conditions. Xxxxx acknowledges that Xxxxx has conducted investigations of these conditions and the 114 use of the Real Estate, and has verified that the Real Estate is suitable for Xxxxx's intended use. Seller also makes no 115 representations with regard to conditions outside of the boundaries of the Real Estate, including, but not limited to, crime 116 statistics, registration of sex offenders, noise levels (i.e., airports, interstates, environmental), local regulations/development or 117 any other issues of relevance to the Buyer, and Xxxxx assumes sole responsibility for researching such conditions. Buyer 118 acknowledges that Xxxxx has been given the opportunity to conduct research pertaining to any and all of the foregoing prior to 119 execution of this Contract. Buyer is relying solely on Xxxxx's own research, assessment and inquiry with local agencies and is 120 not relying, and has not relied, on Seller or any REALTOR® involved in this transaction. 121 REAL ESTATE INSPECTION CONTINGENCY: For purposes of this clause, time is of the essence. The Buyer has the 122 option to have the Real Estate inspected, at Xxxxx’s expense. Buyer shall have up to calendar days 123 (“Inspection Period”) beginning the day following written Contract acceptance to conduct all inspections related to the Real 124 Estate. Inspections regarding the physical material condition, any hazardous conditions on the Real Estate, insurability and 125 cost of a casualty insurance policy, boundaries, and use of the Real Estate shall be the sole responsibility of the Buyer. Buyer 126 is relying solely upon Xxxxx's examination of the Real Estate, the Seller's certification herein, and inspections herein 127 requested by the Buyer or otherwise required, if any, for its physical condition and overall character, and not upon any 128 representation by the REALTORS® involved. During the Inspection Period, Xxxxx and Xxxxx’s inspectors and 129 contractors shall be permitted access to the Real Estate at reasonable times and upon reasonable notice. Buyer shall be 130 responsible for any damage to the real estate caused by Buyer or Xxxxx’s inspectors or contractors, which repairs shall 131 be completed in a timely and workmanlike manner at Xxxxx’s expe...

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. Until April 30, 2011 (the "Review Period"), Buyer and its authorized legal counsel and/or accountants shall be entitled to inspect the books and records of the Company Interests; 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, and other studies as may be required by Buyer, including, without limitation: inspections of 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. 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. TITLE AND SURVEY 15 Section 4.1 Buyer’s Independent Investigation. 15 Section 4.2 Permitted Exceptions. 20 Section 4.3 Evidence of Title. 22 ARTICLE V RISK OF LOSS AND INSURANCE PROCEEDS 22 Section 5.1 Minor Loss. 22 Section 5.2 Major Loss. 23 ARTICLE VI BROKERS AND EXPENSES 24 Section 6.1 Brokers. 24 Section 6.2 Expenses. 24 ARTICLE VII LEASES AND OTHER AGREEMENTS 24 Section 7.1 Buyer’s Approval of New Leases and Agreements Affecting the Property. 24 Section 7.2 Tenant Improvement Costs, Leasing Commissions and Concessions. 25 Section 7.3 Tenant Notices. 26 Section 7.4 Maintenance of Improvements and Operation of Property; Removal of Tangible Personal Property. 26 Section 7.5 Service Contracts. 26 Section 7.6 Post Closing Cooperation. 27 Section 7.7 SEC S-X 3-14 Audit. 27

Buyer’s Inspections. Buyer acknowledges and agrees that as fifty (50%) percent owner of the partnership interests of the Partnership, Buyer is intimately familiar with the value, and the environmental, physical and other conditions of the Property and expressly waives Buyer's right to make any investigations with respect to the Property or Partnership Interests except as specifically hereinafter provided.

Buyer’s Inspections a. Seller acknowledges the Buyer intends to conduct certain investigations of the Premises to determine the suitability for Buyer's purposes, including title searches; obtaining a survey; geotechnical, environmental and hydrogeological tests (including geotechnical borings, sampling, and drilling); and dete1mining the compliance of the Easement Area with all applicable laws, rules, codes and regulations. Buyer and Buyer's agents and contractors shall have the rights to enter onto the Premises with vehicles, equipment and machinery to conduct such inspections as Buyer deems appropriate, including for Buyer's engineering inspection(s), site evaluations, and such other inspections and investigations as Buyer deems appropriate. b. Buyer shall provide reasonable notice of any such entry and coordinate the same with Seller so as to schedule its testing activities to the extent practical and feasible for times Seller and its invitees or guests are not using the Premises, and in all cases to avoid unreasonable interference with the use of the Premises by Seller, and its invitees or guests. c. In conducting any inspections, Buyer and its agents and representatives: (i) (together with the equipment or machinery of any such party) shall have a license to access the Premises at all reasonable times for the purpose of conducting such inspections; (ii) not unreasonably interfere with Seller's use ofthe Premises and endeavor to schedule its testing activities for times Seller and its invites and guest are not using the Premises; (iii) comply with all applicable laws; (iv) promptly pay when due the costs of all inspections and tests,

Buyer’s Inspections. Buyer acknowledges and agrees that it has completed its due diligence investigations of the Property and has elected to proceed with the purchase and sale of the Property on the terms set forth herein.

Buyer’s Inspections. For seventy-five (75) days following the Effective Date of this Agreement (the “Contingency Period”), Buyer has the right, at its own expense, to conduct any sampling, including soil, groundwater or surface water sampling, survey, environmental study, topography study, structural inspection, termite inspection or any other evaluation of the real property or structures as Buyer, in Buyer’s sole discretion, may elect to conduct; Buyer’s right to conduct the foregoing may be exercised by engineers, surveyors, consultants, inspectors or other examiners. All such inspections and studies shall be upon reasonable advance notice, subject to Seller’s consent, which shall not be unreasonably withheld, and conducted in a fashion that does not unreasonably disturb the Property or Seller’s operations. Buyer’s entry upon the Property shall be made in strict accordance with and adherence to Seller’s reasonable conditions, as well as Seller’s reasonable confidentiality and security procedures. All such activities performed by or for Buyer shall be non-destructive to the Property. Buyer shall promptly restore the Property to its condition existing immediately prior to any inspection. Buyer shall keep the Property free from all liens and claims arising out of any such entry by Buyer, or persons employed by Buyer, and shall indemnify, defend and hold harmless Seller from and against liens or other claims which may arise as a result of such entry onto the Property.