Developer’s Responsibilities. In conducting any Site Inspections of the Property, Developer shall (and shall cause Developer's Representatives to): (i) conduct all Site Inspections in a manner intended to not damage any part of the Property or any personal property owned or held by any third party; (ii) not injure or otherwise cause bodily harm to the Commission, or its respective agents, guests, invitees, licensees, contractors, employees, or any tenants (if applicable) or their guests or invitees; (iii) comply with all applicable laws; (iv) promptly pay when due the costs of all Site Inspections done with regard to the Property; (v) not permit any liens to attach to the Property or any portion thereof by reason of the exercise of its rights hereunder; (vi) promptly and diligently repair any damage to the Property and restore any areas disturbed resulting directly or indirectly from any Site Inspections substantially to their condition prior to the performance of such Site Inspections (unless Developer purchases the Property pursuant to the terms of this Agreement); and (vii) not reveal or disclose prior to Closing any information obtained during the Due Diligence Period concerning the Property or the Property Documents (hereinafter defined) to anyone except as may be otherwise required by law or which is a matter of public record without the prior written consent of the Commission. Notwithstanding anything to the contrary contained herein, Developer may disclose any such information to partners, directors, officers and employees of Developer, Developer's Representatives and/or the Special Purpose Entity, Developer's lenders, investors and financial advisors and to such parties' outside counsel and accounting firms, who, in Developer's reasonable judgment, need to know such information for the purpose of evaluating the possible purchase of the Property by Developer.
Appears in 2 contracts
Samples: Development Agreement, Development Agreement
Developer’s Responsibilities. In conducting any Site Inspections of the Property, Developer shall (and shall cause Developer's Representatives to): (i) conduct all Site Inspections in a manner intended to not damage any part of the Property or any personal property owned or held by any third party; (ii) not injure or otherwise cause bodily harm to the Commission, or its respective agents, guests, invitees, licensees, contractors, employees, or any tenants (if applicable) or their guests or invitees; (iii) comply with all applicable laws; (iv) promptly pay when due the costs of all Site Inspections done with regard to the Property; (v) not permit any liens to attach to the Property or any portion thereof by reason of the exercise of its rights hereunder; (vi) promptly and diligently repair any damage to the Property and restore any areas disturbed resulting directly or indirectly from any Site Inspections substantially to their condition prior to the performance of such Site Inspections (unless Developer purchases the Property pursuant to the terms of this Agreement); and (vii) not reveal or disclose prior to Closing any information obtained during the Due Diligence Site Inspection Period concerning the Property or the Property Documents (hereinafter defined) to anyone except as may be otherwise required by law or which is a matter of public record without the prior written consent of the Commission. Notwithstanding anything to the contrary contained herein, Developer may disclose any such information to partners, directors, officers and employees of Developer, DeveloperXxxxxxxxx's Representatives and/or the Special Purpose Entity, Developer's lenders, investors and financial advisors and to such parties' outside Entity (as defined in Section counsel and accounting firms, who, in Developer's reasonable judgment, need to know such information for the purpose of evaluating the possible purchase of the Property by Developer.
Appears in 1 contract
Samples: Development Agreement
Developer’s Responsibilities. In conducting any Site Inspections of the Property, Developer shall (and shall cause Developer's Representatives to): (i) conduct all Site Inspections in a manner intended to not damage any part of the Property or any personal property owned or held by any third party; (ii) not injure or otherwise cause bodily harm to the Commission, or its respective agents, guests, invitees, licensees, contractors, employees, or any tenants (if applicable) or their guests or invitees; (iii) comply with all applicable laws; (iv) promptly pay when due the costs of all Site Inspections done with regard to the Property; (v) not permit any liens to attach to the Property or any portion thereof by reason of the exercise of its rights hereunder; (vi) promptly and diligently repair any damage to the Property and restore any areas disturbed resulting directly or indirectly from any Site Inspections substantially to their condition prior to the performance of such Site Inspections (unless Developer purchases the Property pursuant to the terms of this Agreement); and (vii) not reveal or disclose prior to Closing closing any information obtained during the Due Diligence Site Inspection Period concerning the Property or the Property Documents (hereinafter defined) to anyone except as may be otherwise required by law or which is a matter of public record without the prior written consent of the Commission. Notwithstanding anything to the contrary contained herein, Developer may disclose any such information to partners, directors, officers and employees of Developer, Developer's Representatives and/or the Special Purpose Entity, Developer's lenders, investors and financial advisors and to such parties' outside counsel and accounting firms, who, in Developer's reasonable judgment, need to know such information for the purpose of evaluating the possible purchase of the Property by Developer.
Appears in 1 contract
Samples: Development Agreement
Developer’s Responsibilities. In conducting any Site Inspections of the Property, Developer shall (and shall cause Developer's Representatives to): (i) conduct all Site Inspections in a manner intended to not damage any part of the Property or any personal property owned or held by any third party; (ii) not injure or otherwise cause bodily harm to the Commission, or its respective agents, guests, invitees, licensees, contractors, employees, or any tenants (if applicable) or their guests or invitees; (iii) comply with all applicable laws; (iv) promptly pay when due the costs of all Site Inspections done with regard to the Property; (v) not permit any liens to attach to the Property or any portion thereof by reason of the exercise of its rights hereunder; (vi) promptly and diligently repair any damage to the Property and restore any areas disturbed resulting directly or indirectly from any Site Inspections substantially to their condition prior to the performance of such Site Inspections (unless Developer purchases the Property pursuant to the terms of this Agreement); and (vii) not reveal or disclose prior to Closing any information obtained during the Due Diligence Site Inspection Period concerning the Property or the Property Documents (hereinafter defined) to anyone except (A) with the prior written consent of the Commission not to be unreasonably withheld, conditioned, or delayed, and (B) for such disclosures as may be otherwise required by law or which is are otherwise a matter of public record without the prior written consent of the Commissionrecord. Notwithstanding anything to the contrary contained herein, Developer may disclose any such information without Commission's consent (i) to partners, directors, officers and employees of Developer, Developer's Representatives and/or the Special Purpose EntityDeveloper Affiliates (as defined herein), Developer's lenders, investors and financial advisors and to such parties' outside counsel counsel, architectural, design, and construction firms, and accounting firms, who, in Developer's reasonable judgment, need to know such information for the purpose of evaluating the possible purchase of the Property by Developer; and (ii) as necessary for Developer to perform its obligations hereunder, satisfy any Commission or Developer Closing Conditions (as hereafter defined), obtain the Rahal Consent contemplated by Section 12.17, and/or obtain Project approvals or permits.
Appears in 1 contract
Samples: Development Agreement