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 146 regard to the municipality, zoning, school district, or use of the Real Estate, and Buyer assumes sole responsibility for 147 researching the foregoing conditions. Xxxxx acknowledges that Xxxxx has conducted investigations of these conditions and the 148 use of the Real Estate, and has verified that the Real Estate is suitable for Xxxxx's intended use. Seller also makes no 149 representations with regard to conditions outside of the boundaries of the Real Estate, including but not limited to, crime 150 statistics, registration of sex offenders, noise levels (i.e., airports, interstates, environmental), local regulations/development or 151 any other issues of relevance to the Buyer, and Xxxxx assumes sole responsibility for researching such conditions. Buyer 152 acknowledges that Xxxxx has been given the opportunity to conduct research pertaining to any and all of the foregoing prior to 153 execution of this Contract. Buyer is relying solely on Xxxxx's own research, assessment and inquiry with local agencies and is 154 not relying, and has not relied, on Seller or any REALTOR® involved in this transaction. 155 REAL ESTATE INSPECTION CONTINGENCY: For purposes of this clause, time is of the essence. The Buyer has the 156 option to have the Real Estate inspected, at Xxxxx’s expense. Buyer shall have up to calendar days 157 (“Inspection Period”) beginning the day following written Contract acceptance to conduct all inspections related to the Real 000 Xxxxxx. Inspections regarding the physical material condition, insurability and cost of a casualty insurance policy, boundaries, 159 and use of the Real Estate shall be the sole responsibility of the Buyer. Buyer is relying solely upon Xxxxx's examination 160 of the Real Estate, the Seller's certification herein, and inspections herein requested by the Buyer or otherwise 161 required, if any, for its physical condition and overall character, and not upon any representation by the 162 REALTORS® involved. During the Inspection Period, Xxxxx and Xxxxx’s inspectors and contractors shall be 163 permitted access to the Real Estate at reasonable times and upon reasonable notice. Buyer shall be responsible for any 164 damage to the real estate caused by Xxxxx or Xxxxx’s inspectors or contractors, which repairs shall be completed in a 165 timely and workmanlike manner at Xxxxx’s expense.
166 a) If Xxxxx is not satisfied with the...
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.
Buyer’s Inspections. Except for the above representations and warranties of Seller, Buyer acknowledges and agrees that Buyer is a sophisticated buyer who is familiar with business of the same type as the Business operated out of the Business Locations, and with property of the same type as the Purchased Assets, and that Buyer is not relying on any materials or information provided by Seller regarding the performance of the Business or the Business Locations and acknowledges and agrees that with respect to the Business at each Business Location, evidence of past performance is no indication or guaranty of future performance. Buyer further acknowledges and agrees that prior to the execution of this Agreement, Buyer has conducted its own inspection of the Purchased Assets, the Business and the Business Locations, and as a result of that inspection, Buyer is familiar with the Purchased Assets, the Business and the Business Locations and is satisfied with the purchase of the Purchased Assets, the Business and the Business Locations in accordance with this Agreement in their “AS IS” current state and condition “WITH ALL FAULTS,” without representation or warranty, express or implied in fact or by law, by Seller or it Representatives and without recourse to Seller as to the physical condition thereof, the future performance of the Business in each Business Location or any other matter or thing with respect thereto. Buyer further acknowledges and agrees that the Purchase Price for the Purchased Assets is less than or equal to the fair market value of such assets.
Buyer’s Inspections. The Buyer, during the period of this contract, will be given the opportunity to examine the Property and upon closing shall rely solely upon the Buyer's inspections and/or tests with reference to the condition, character, and size of the Property.
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. 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.
