Diligence Inspections. For the Review Period and, thereafter, until Closing, the Sellers shall permit the Purchaser and its representatives to inspect the Properties and the Improvements (including, without limitation, all roofs, electric, mechanical and structural elements, and HVAC systems therein), to perform due diligence, soil analysis and environmental investigations, to examine the books of account and records of the Sellers with respect to the Properties, including, without limitation, all leases and agreements affecting the Properties, and make copies thereof, at such reasonable times as the Purchaser or its representatives may request by notice to the Sellers (which notice may be oral). To the extent that, in connection with such investigations, the Purchaser, its agents, representatives or contractors, damages or disturbs any of the Real Property, the Improvements or FF&E located thereon, the Purchaser shall, at its expense, return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Neither the Purchaser nor any of its agents, representatives or contractors shall have any right whatsoever to alter the condition of any Property, or portion thereof, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Purchaser shall indemnify, defend and hold harmless the Sellers from and against any and all expense, loss or damage which the Sellers may incur as a result of any act or omission of the Purchaser or its representatives, agents or contractors in connection with such examinations and inspections, other than to the extent that any expense, loss or damage arises from any negligence or misconduct of the Sellers. The provisions of this Section 2.2 shall survive the termination of this Agreement and the Closing.
Diligence Inspections. Except as otherwise expressly provided to the contrary in this Agreement, Purchaser and Tenant have approved (or are deemed to have approved for purposes of this Agreement) the Property in its “AS IS, WHERE IS” condition as of the Effective Date, subject to the representations, warranties, terms and conditions of this Agreement.
Diligence Inspections. Purchaser has approved (or is deemed to have approved for purposes of this Agreement) the Properties in their "as is, where is" condition as of the date hereof. In respect to the Improvements to be developed on the Properties by the Seller, the Seller shall permit the Purchaser and its representatives to inspect the Improvements at appropriate stages of completion at such reasonable times as the Purchaser or its representatives may request by reasonable prior notice to the Seller. During any such inspection, the Purchaser and its representatives shall minimize any resulting interference with ongoing construction at the Properties or the operation of the Properties as a hotel. To the extent that, in connection with such investigations, the Purchaser, its agents, representatives or contractors, damages or disturbs any of the Property, the Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. The Purchaser shall indemnify, defend and hold harmless the Seller from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys' fees) which the Seller may incur as a result of any act or omission of the Purchaser or its representatives, agents or contractors in connection with any such inspections, other than any expense, loss or damage arising from any act or omission of the Seller. The foregoing indemnification agreement shall survive the termination of this Agreement and the Closings hereunder.
Diligence Inspections. From and after the Effective Date until the Closing or earlier termination of this Agreement, the Seller Parties shall permit the Purchaser and its representatives to inspect all aspects of the Properties (including, without limitation, all roofs, electrical, mechanical and structural elements, and HVAC systems), to perform due diligence, soil analysis and environmental investigations, to review the Files and Records, the Licenses and Permits, the Resident Agreements and the Service Contracts, to interview Employees and to undertake such other inspections, investigations, tests and studies as the Purchaser and its representatives shall deem appropriate. Any such inspections shall be performed in a manner consistent with this Agreement and so as not to unreasonably interfere with the operations of the Properties. To the extent that the Purchaser or its representatives damage any Property during any such inspections, the Purchaser shall return such Property to substantially the same condition that such Property was in immediately prior to such damage. The Purchaser shall indemnify, defend and hold harmless the Seller Parties from and against any and all expense, loss or damage that the Seller Parties incur as a result of any entry by the Purchaser or its representatives onto the Properties in connection with any such inspections, except to the extent that any such expense, loss or damage (a) arises from any Seller Party’s negligence or any act or omission of any Seller Party during any such entry or (b) relates to the discovery of any pre-existing condition at any Property.
Diligence Inspections. At all times prior to the Closing, Seller shall permit Purchaser access to the Property to perform the various due diligence activities referenced in Section 2.2(a) above, and Purchaser and its employees, representatives and agents shall have the right to communicate with Seller's staff and with the Hotel staff, including without limitation the general manager, the director of sales, the engineering staff and other key management employees of the Hotel. Purchaser shall not interfere with the operations of the Hotel while engaging in such communication in a manner that materially affects the operation of the Property. Purchaser shall give Seller two (2) Business Days prior notice of entry (which notice may be by telephone), and a representative of Seller may accompany Purchaser. Prior to the time that Purchaser first enters upon the Property, Purchaser shall deliver to Seller a certificate of insurance that (i) evidences that Purchaser is maintaining liability insurance covering losses that may be sustained in connection with Purchaser's entry onto the Property, with a limit of no less than $2,000,000 per each occurrence and $4,000,000 in the aggregate; (ii) names Seller, as additional insured parties to the extent of Purchaser's indemnity obligations contained in this Agreement; and (iii) confirms that Purchaser's insurance company will provide Seller at least thirty (30) days prior written notice of such company's intention to cancel, or reduce coverage under, such liability policy. In connection with such investigations, Purchaser shall promptly restore the Property to substantially the same condition as existed immediately prior any activity by Purchaser or its agents, representatives or contractors. Purchaser shall indemnify, defend and hold harmless Seller from and against any and all , loss , cost, expense, liability or damage (including, without limitation, reasonable attorneys' fees) which Seller may incur in connection with any entry and/or activities on or around the Property by Purchaser or its representatives, agents or contractors. Purchaser shall have no liability to Seller for any costs, expenses or liability associated with or resulting from the discovery of any existing condition on or near the Property. The foregoing indemnification agreement shall survive the termination of this Agreement and Closing hereunder.
Diligence Inspections. Purchaser has approved (or is deemed to have approved for purposes of this Agreement) the Property in its "as is, where is" condition as of the date hereof. The Seller shall permit the Purchaser and its representatives to inspect the Improvements at such reasonable times as the Purchaser or its representatives may request by reasonable prior notice to the Seller. During any such inspection, the Purchaser and its representatives shall minimize any resulting interference with the operation of the Property. To the extent that, in connection with such investigations, the Purchaser, its agents, representatives or contractors, damages or disturbs the Property, the Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. The Purchaser shall indemnify, defend and hold harmless the Seller from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys' fees) which the Seller may incur as a result of any act or omission of the Purchaser or its representatives, agents or contractors in connection with any such inspections, other than any expense, loss or damage arising from any act or omission of the Seller. The foregoing indemnification agreement shall survive the termination of this Agreement and the Closing hereunder.
Diligence Inspections. For the Review Period and, thereafter, until Closing, Developer shall permit Investor and its representatives to inspect the Development Assets (including, without limitation, all roofs, electric, mechanical and structural elements, and HVAC systems therein), to perform due diligence, soil analysis and environmental investigations, to examine the books of account and records of Developer with respect to the Development Assets, including, without limitation, all leases, construction contracts and other agreements affecting the Development Assets, and make copies thereof, at such reasonable times as Investor or its representatives may request by notice to Developer (which notice may be oral). To the extent that, in connection with such investigations, Investor, its agents, representatives or contractors, damages or disturbs any of the Real Property, the Improvements or FF&E located on the Development Property, Investor shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Neither Investor nor any of its agents, representatives or contractors shall have any right whatsoever to alter the condition of the Development Assets, or portion thereof, without the prior written consent of Developer, which consent shall not be unreasonably withheld, delayed or conditioned. In no event shall any such inspection include any drilling into or under the surface of the Development Property, soil sampling, water sampling or similar activities commonly known as a "Phase II environmental study" without the prior written consent of Developer, which consent shall not be unreasonably withheld, delayed or conditioned. In the event that the transactions contemplated by this Agreement are not closed and consummated for any reason, so long as there has occurred no Event of Default and Developer shall have paid to Investor all amounts owed hereunder to Investor, Investor shall, upon Developer's request, deliver to Developer all tests, reports and inspections of the Development Property made and conducted by Investor or for its benefit or any other documents or information Investor has received pursuant to this Agreement. Investor shall indemnify, defend and hold harmless Developer from and against any and all expense, loss or damage which Developer may incur as a result of any act or omission of Investor or its representatives, agents or contractors in connection with such examinations and inspections, other than to the ...
Diligence Inspections. (a) Purchaser and Purchaser's authorized representatives and employees shall have the right, at Purchaser's sole cost, risk and expense, from time to time to enter upon and pass through the Hotel during normal business hours and upon reasonable notice to Seller to examine and inspect all of the then-existing books, records, surveys, plans, specifications, permits, certificates of occupancy and other files that are relevant to the management, ownership, operation, use, occupancy, construction and leasing of the Hotel, as are in Seller's possession and control, and have not been otherwise provided to Purchaser pursuant to this Agreement. Purchaser agrees and acknowledges that it has investigated and/or received the opportunity to investigate the Property to its satisfaction and that it is not relying on any materials, statements, representations or warranties of any kind, other than as specifically set forth in this Agreement, in purchasing the Property. To the extent that, in connection with such investigation, Purchaser, its agents, representatives or contractors, has damaged or disturbed or does damage or disturb any of the Real Property or the Improvements located thereon, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. In the event that the transactions contemplated by this Agreement are not closed and consummated for any reason, Purchaser shall deliver to Seller all tests, reports and inspections of the Property made and conducted by Purchaser or for its benefit or any other documents or information Purchaser has received pursuant to this Agreement. Purchaser shall indemnify, defend and hold harmless Seller from and against any and all cost, expense, liability, loss or damage which Seller may incur as a result of any act or omission of Purchaser or its representatives, agents or contractors in connection with such examinations and inspections, other than to the extent that any expense, loss or damage arises from any gross negligence or willful misconduct of Seller. The provisions of this Section 3.1(a) shall ------------- survive the termination of this Agreement and the Closing.
Diligence Inspections. Prior to the execution of this Agreement, the Sellers have permitted the Purchaser and its representatives to inspect the Properties, to perform due diligence, soil analysis and environmental investigations, and to examine the books of account and records of the Sellers with respect to the Properties, and make copies thereof. In connection with such investigations, the Purchaser has identified certain actions to be taken with respect to the environmental condition of the Properties prior to Closing as set forth in Exhibit E attached hereto. To the extent that, in connection with any such investigations, the Purchaser or its agents, representatives or contractors shall have damaged or disturbed any of the Real Property, the Improvements or FF&E located thereon, the Purchaser shall, at its expense, return the same to substantially the same condition which existed immediately prior to such damage or disturbance. The Purchaser shall indemnify, defend and hold harmless the Sellers from and against any and all expense, loss or damage which the Sellers may incur as a result of any act or omission of the Purchaser or its representatives, agents or contractors in connection with such examinations and inspections, other than to the extent that any expense, loss or damage arises from any negligence or misconduct of the Sellers. The provisions of this Section 3.1 shall survive the termination of this Agreement and the Closing. 3.2.
Diligence Inspections. (a) Purchaser and Purchaser's authorized representatives and employees shall have the right, at Purchaser's sole cost, risk and expense, from time to time to enter upon and pass through the Hotel during normal business hours and upon reasonable notice to Seller to examine and inspect all of the then-existing books, records, surveys, plans, specifications, permits, certificates of occupancy and other files that are relevant to the management, ownership, operation, use, occupancy, construction and leasing of the Hotel, as are in Seller's possession and control, and have not been otherwise
