Common use of Buyer’s Inspections Clause in Contracts

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

Buyer’s Inspections. Upon 24 hours prior notice from Buyer agrees to indemnify, defend and hold Seller, Seller’s Affiliates Seller shall permit Buyer and Existing Manager harmless from its authorized agents and against any consultants to enter upon the Property during reasonable business hours to make and all claims, liens, demands, liabilities, losses, damages, costs perform inspections and expenses investigations of the Property Conditions (including reasonable attorneys’ feesas defined in Section 4(g) 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 Propertybelow). Prior to entering onto upon the LandProperty, Buyer shall carry at its own expense at least $1,000,000.00 provide to Seller a certificate of insurance evidencing Buyer's or Buyer's agents' and/or consultants', as applicable, procurement of a commercial general liability insurance policy in the amount of One Million Dollars (including coverage $1,000,000) combined single limit for contractual liability) listing Seller injury to or death of one or more persons in an occurrence, and Manager each as for damage to property in an additional insured. No invasive testing, sampling or drilling shall occur without the prior written consent of Seller, such consent not to be unreasonably withheldoccurrence. In the event Buyer requests and Seller consents to such invasive testingconducting any inspections, sampling investigations 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 tests of the required insurance from Property, Buyer and its agents and representatives shall: (i) not interfere with the tenants business operations on the Property; (ii) not perform any invasive or destructive testing or sampling without first obtaining Seller's approval of the work plan and consultant, which approval shall not be furnished unreasonably withheld; (iii) not injure Seller, its agents or tenants or their respective agents, guests, invitees, contractors and employees or subtenants; (iv) comply with all applicable laws; (v) promptly pay when due the costs of all tests, investigations, and examinations done with regard to Seller before the Property; (vi) not permit any entry onto liens to attach to the Property by reason of the exercise of its rights hereunder; (vii) promptly repair any damage to the Property resulting directly or indirectly from any such inspection or tests; and (viii) not reveal or disclose prior to Closing any information obtained by Buyer prior to Closing concerning the Property or documents related thereto, except as may be otherwise required by law or as part of Buyer's communications with Buyer's consultants as may be required to complete Buyer's Due Diligence and to Close Escrow. Buyer shall afford Seller the performing opportunity to have a representative of any invasive testingSeller present to accompany the party undertaking such evaluations, drilling or samplinginspections, as tests and other investigations of the case may be, and shall be in a form reasonably satisfactory to SellerProperty. The provisions of Buyer's obligations under this Section 3.4 shall 4(d) survive Closing or any termination of this ContractAgreement.

Buyer’s Inspections. Buyer agrees represents and warrants to indemnifySeller that prior to the execution of this Addendum that Buyer has had adequate time and opportunity to inspect the Property, defend at Buyer’s sole expense, to the extent Buyer deems necessary or appropriate, and hold Sellerto obtain for its own use, Seller’s Affiliates benefit and Existing Manager harmless from reliance, inspections and/or reports concerning the physical condition (including soil conditions and against the existence of hazardous or toxic substances), habitability and value of the Property as well as conformance of the Property to applicable registration requirements, building codes and zoning ordinances, rules and regulations. Notwithstanding anything to the contrary contained in the Agreement, however, if the Property is occupied by an Occupant or Claimant (as hereafter defined), neither Buyer nor any agent or representative of Buyer shall have physical access to the Property prior to Closing to conduct inspections or otherwise review the Property. To the extent physical access to the Property was not available, Buyer assumes any and all claims, liens, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from risk associated with Buyer’s Due Diligence Examination, whether performed directly by Buyer or inability to conduct any of its agents. Buyer further waives inspections thereof and releases all claims and causes of action it may have against Seller and Seller’s Affiliates and Existing Manager has taken the same into account in determining the purchase price 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 Buyer waives any objection to entering onto the Landcondition of the Property regardless of whether Xxxxx was able to conduct inspections of all or any portion of the Property (or elected not to conduct inspections). In no event will Seller be obligated to make any repairs or replacements that may be indicated by any inspections conducted by or on behalf of Buyer. Consistent with the foregoing and notwithstanding the terms and provisions of the Agreement, 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 has not undertaken any invasive testing, sampling or drilling shall occur testing procedures without the Seller’s prior written consent permission. If Xxxxx refuses or is unable to close the purchase of the Property, for any reason whatsoever, then Buyer, upon Seller’s request, shall promptly deliver to Seller, at no cost to Seller, the originals of any and all tests, studies, reports and inspections, including, but without limitation, soil tests, topographical information, structural tests, engineering and economic feasibility studies or other similar preliminary work and thereafter, such tests, studies, reports and inspections shall become the sole property of Seller. BUYER SHALL INDEMNIFY AND HOLD SELLER AND EVERY INDIVIDUAL OR ENTITY AFFILIATED WITH SELLER, such consent not to be unreasonably withheldINCLUDING SELLER’S PARENT AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AGENTS AND INDEPENDENT CONTRACTORS, PAST AND PRESENT, AND THE SUCCESSOR OF EACH AND EVERY ONE OF THEM, HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, INJURY, CLAIM OR CAUSE OF ACTION SELLER MAY SUFFER OR INCUR AS A RESULT OF THE PRESENCE ON THE PROPERTY OF BUYER, BUYER’S AGENTS OR INDEPENDENT CONTRACTORS, INCLUDNG, WITHOUT LIMITATION, (x) ANY AND ALL ATTORNEYS’ FEES INCURRED BY SELLER AS A RESULT OF A CLAIM RELATING TO SUCH MATTERS, OR (y) ANY MECHANICS’ OR MATERIALMEN’S LIENS IMPOSED AGAINST ALL OR ANY PORTION OF THE PROPERTY BY A PARTY CLAIMING TO BE PERFORMING OR TO HAVE PERFORMED AN INSPECTION, STUDY, TEST OR AUDIT ON BUYER’S BEHALF DURING THE TERM OF THE AGREEMENT. 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.SAMPLE

Buyer’s Inspections. After the date of this Agreement, Buyer agrees and its authorized agents, consultants and contractors may enter upon the Property during reasonable business hours to indemnifymake and perform evaluations, defend inspections and hold investigations of the condition of the Property upon reasonable notice to Seller. Notwithstanding the foregoing, Seller’s Affiliates and Existing Manager harmless from and against any and all claimsenvironmental investigation shall be conducted only by an environmental consulting or engineering firm approved by Seller in writing, 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 agentswhich approval shall not be unreasonably withheld. Buyer further waives and releases all claims its authorized agents, consultants 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 contractors shall carry at its own expense at least $1,000,000.00 provide evidence of commercial general liability insurance in amounts not less than Two Million Dollars (including coverage for contractual liability$2,000,000) listing per occurrence and shall name Seller and Manager each as an additional insured. No In addition, any such environmental consultant or engineering firm shall provide evidence of environmental liability insurance and errors and omissions coverage in amounts not less than Two Million Dollars ($2,000,000) per occurrence and shall name Seller as an additional insured. To the extent Buyer desires to conduct any invasive testing, sampling or drilling shall occur without tests of 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 drillingProperty, Buyer shall also furnish do so only after providing to Seller written notice detailing the scope of work and describing the tests, procedures and proposed sampling locations and only upon receipt of Seller’s consent thereto. Buyer shall pay the costs of all inspections and shall repair any damage to the Property caused thereby. Buyer shall indemnify, defend, protect and hold Seller harmless from any claims, liabilities, damages or expenses, including without limitation, reasonable attorneys’ fees and costs, arising from or in connection with evidence that any and all construction liens and any and all damage to property or persons arising out of the party completing such testinginspections, 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 other than any damages due to Seller. The party performing such testing ’s negligence or misconduct, which obligations of Buyer shall also furnish Seller with a policy survive the termination of insurance for pollution liability with limits this Agreement, any provision 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 this Agreement to 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 Sellercontrary notwithstanding. The provisions of this Section 3.4 4(d) shall survive Closing or only apply to any termination inspections by Buyer conducted after the date of this ContractAgreement. Any inspections by Buyer pursuant to this Section 4(d) shall be conducted in such a manner as to minimize inconvenience caused to Seller and interference with Seller’s business operations in the Real Property.

Buyer’s Inspections. Subject to the provisions of this Section 3(b), Buyer agrees and its representatives may, prior to indemnifythe Due Diligence Date, enter upon the Property for the purpose of making any non-invasive inspection, investigation, test, or survey, including without limitation environmental assessments, of the Property as Buyer reasonably deems necessary. Buyer shall indemnify Sellers and Sellers’ managers for, hold Sellers and Sellers’ managers harmless from, and defend Sellers and hold Seller, Seller’s Affiliates and Existing Manager harmless from and Sellers’ managers against any and all claimsloss, liensdamage, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from or claim arising out of Buyer’s Due Diligence Examinationentry and/or activities upon the Property, whether including without limitation any claim of lien against the Property arising from services performed directly by on behalf of Buyer or at Buyer’s request. The obligations of Buyer described in the immediately preceding sentence shall be referred to in this Agreement as “Buyer’s Indemnification Obligation” and shall survive the Parcel 1 Closing, the Parcel 2 Closing, and any termination of its agentsthis Agreement. Buyer further waives and releases The parties agree that (i) all claims and causes inspections of action it may have against Seller and Seller’s Affiliates and Existing Manager for injuries or damages to person or property sustained the Property by Buyer or its agents arising, directly or indirectly, from their entry onto representatives shall be conducted after reasonable prior notice to Sellers; (ii) Sellers shall be entitled to require that a representative of Sellers accompany representatives of Buyer on all inspections of the Property; (iii) all inspections by Buyer or its representatives shall be conducted in such manner as shall be required in order not to physically damage the Property in any respect; (iv) Buyer shall be required to obtain Sellers’ prior written approval of the scope and methods of any Phase II environmental assessment of the Property or other physically intrusive inspection or examination; (v) if this Agreement is terminated for any reason other than Sellers’ breach of or default under this Agreement, Buyer shall, within ten (10) days after the date of Seller’s request, deliver to Sellers copies of all tests, investigations, inspections, and assessments of or relating to the Property performed by Buyer or at Buyer’s request; and (vi) Buyer shall not reveal the results of Buyer’s inspections to any third party other than Buyer’s representatives, attorneys, accountants and lenders, except as required by law. Buyer shall promptly repair any damage to the Property caused by or resulting from the inspections, investigations, tests, assessments, and other activities of Buyer and/or Buyer’s consultants and other representatives. Prior to entering onto conducting any inspections of or testing on the LandProperty, (A) Buyer and its consultants shall carry at its own expense deliver to Sellers a certificate or certificates evidencing commercial general liability insurance, with Sellers named as additional insureds, with limits of at least $1,000,000.00 of commercial general liability insurance 1,000,000 per occurrence and $2,000,000 in the aggregate, or (including coverage for contractual liabilityB) 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 provide reasonably satisfactory evidence to Sellers that the party completing such testing, sampling or drilling has at least $1,000,000.00 insurance coverages specified in the preceding clause are satisfied by virtue 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 Buyer’s enrollment 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 ContractWashington Cities Insurance Authority.