Common use of Diligence Inspections Clause in Contracts

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. For the Review Period and, thereafter, until Closing, the Sellers shall permit the (a) Purchaser and its 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 Properties then-existing books, records, surveys, plans, specifications, permits, certificates of occupancy and other files that are relevant to the Improvements (includingmanagement, without limitationownership, all roofsoperation, electricuse, mechanical occupancy, construction and structural elementsleasing of the Hotel, as are in Seller's possession and control, and HVAC systems therein)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, to perform due diligencestatements, soil analysis and environmental investigationsrepresentations or warranties of any kind, to examine other than as specifically set forth in this Agreement, in purchasing 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)Property. To the extent that, in connection with such investigationsinvestigation, the Purchaser, its agents, representatives or contractors, damages has damaged or disturbs any of disturbed or does damage or disturb the Real Property, Property or the Improvements or FF&E located thereon, the Purchaser shall, at its expense, shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Neither In the event that the transactions contemplated by this Agreement are not closed and consummated for any reason, Purchaser nor any of its agentsshall deliver to Seller all tests, representatives or contractors shall have any right whatsoever to alter the condition of any Property, or portion thereof, without the prior written consent reports and inspections of the Sellers, which consent shall not be unreasonably withheld, delayed Property made and conducted by Purchaser or conditionedfor its benefit or any other documents or information Purchaser has received pursuant to this Agreement. The Purchaser shall indemnify, defend and hold harmless the Sellers Seller from and against any and all cost, expense, liability, loss or damage which the Sellers Seller 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 gross negligence or willful misconduct of the SellersSeller. The provisions of this Section 2.2 3.1(a) shall survive the termination of this Agreement and the -------------- Closing.

Diligence Inspections. For the Review Period and, thereafter, until Closing, the Sellers shall permit the (a) Purchaser and its 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 Properties then-existing books, records, surveys, plans, specifications, permits, certificates of occupancy and other files that are relevant to the Improvements (includingmanagement, without limitationownership, all roofsoperation, electricuse, mechanical occupancy, construction and structural elementsleasing of the Hotel, as are in Seller's possession and control, and HVAC systems therein)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, to perform due diligencestatements, soil analysis and environmental investigationsrepresentations or warranties of any kind, to examine other than as specifically set forth in this Agreement, in purchasing 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)Property. To the extent that, in connection with such investigationsinvestigation, the Purchaser, its agents, representatives or contractors, damages has damaged or disturbs any of disturbed or does damage or disturb the Real Property, Property or the Improvements or FF&E located thereon, the Purchaser shall, at its expense, shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Neither In the event that the transactions contemplated by this Agreement are not closed and consummated for any reason, Purchaser nor any of its agentsshall deliver to Seller all tests, representatives or contractors shall have any right whatsoever to alter the condition of any Property, or portion thereof, without the prior written consent reports and inspections of the Sellers, which consent shall not be unreasonably withheld, delayed Property made and conducted by Purchaser or conditionedfor its benefit or any other documents or information Purchaser has received pursuant to this Agreement. The Purchaser shall indemnify, defend and hold harmless the Sellers Seller from and against any and all cost, expense, liability, loss or damage which the Sellers Seller 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 gross negligence or willful misconduct of the SellersSeller. The provisions of this Section 2.2 3.1(a) shall survive the termination of this Agreement and the Closing.

Diligence Inspections. For the Review Period and, thereafter, until At all times prior to 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), ) and 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). At all such times, the Purchaser and its representations shall minimize any resulting interference with the Sellers' ongoing construction at the Properties or the Sellers' 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 Real Property, the Improvements or FF&E located thereonAssets, the Purchaser shall, at its expense, shall 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 (including, without limitation, reasonable attorneys' fees) 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 arising from any negligence act or misconduct omission of the SellersSellers or the Manager. The provisions of this Section 2.2 foregoing indemnification agreement shall survive the termination of this Agreement and the ClosingClosings hereunder. In addition, prior to the Closing with respect to any Property, the Sellers shall use reasonable efforts to cooperate with the Purchaser to the extent that the Purchaser reasonably requests to review copies of specific data and factual materials in the Sellers' possession relating to such Properties as to which a Closing has not yet occurred; provided, however, that the Sellers shall specifically not be required to provide the Purchaser with copies of (x) any records of committee presentations, reports or similar records, or (y) any records containing evaluation and/or analytical information prepared by employees of the Sellers or their affiliates.

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, shall 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. In no event shall any such inspection include any drilling into or under the surface of any Property, soil sampling, water sampling or similar activities commonly known as a "Phase II environmental study" without the prior written consent of the Sellers, 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, the Purchaser shall, upon the Sellers' request, deliver to the Sellers all tests, reports and inspections of the Properties made and conducted by the Purchaser or for its benefit or any other documents or information the Purchaser has received pursuant to this Agreement. 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. For Purchaser has approved (or is deemed to have approved for purposes of this Agreement) the Review Period andProperties in their "as is, thereafter, until Closingwhere is" condition as of the date of closing under the Little Xxxx Xxxxx Contract. In respect to the Improvements to be developed on the Properties by the Owners, the Sellers Seller shall permit (or cause each Owner to 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 at appropriate stages 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, completion at such reasonable times as the Purchaser or its representatives may request by reasonable prior notice to the Sellers (which notice may be oral)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 Real Property, the Improvements or FF&E located thereonAssets, the Purchaser shall, at its expense, shall 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 Seller and each Owner from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys' fees) which the Sellers Seller and/or any Owner may incur as a result of any act or omission of the Purchaser or its representatives, agents or contractors in connection with any such examinations and inspections, other than to the extent that any expense, loss or damage arises arising from any negligence act or misconduct omission of the SellersSeller or such Owner. The provisions of this Section 2.2 foregoing indemnification agreement shall survive the termination of this Agreement and the ClosingClosings hereunder.

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 9 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. For the Review Period and, thereafter, until ClosingPeriod, the Sellers Seller 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 Seller and the Manager with respect to the PropertiesProperties (other than the Excluded Assets), 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 Seller and the Manager (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, Property or the Improvements or FF&E located thereon, the Purchaser shall, at its expense, shall 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 Seller from and against any and all expense, loss or damage which the Sellers Seller 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 arising from any negligence act or misconduct omission of the SellersSeller or the Manager. The provisions of this Section 2.2 foregoing indemnification agreement shall survive the termination of this Agreement and the Closing.

Diligence Inspections. For From and after the Review Period and, thereafter, until Closingdate of this Agreement, the Sellers shall permit the Purchaser and its representatives to inspect perform such due diligence with respect to the Properties as the Purchaser deems necessary or advisable in its sole discretion, subject to the terms and conditions of this Agreement. Such due diligence may include, without limitation, inspections of the Improvements Properties (including, without limitation, all roofs, electric, mechanical and structural elements, and HVAC systems thereinsystems), to perform due diligence, soil analysis and environmental investigations, to examine the books of account and records examinations of the Sellers Sellers’ records with respect to the Properties, including, without limitationProperties (and the right to make copies of the same), 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 request. Any such due diligence shall be performed in a manner consistent with this Agreement and so as to minimize any interference with the Sellers (which notice may be oral)Residents. To the extent that, in connection with such investigations, that the Purchaser, its agents, representatives or contractors, Purchaser damages or disturbs any of the Real Property, the Improvements or FF&E located thereon, the Purchaser shall, at its expenseto the extent practicable, return the same such Property 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 inspectionscontractors, other than to the extent that any expense, loss or damage arises to the extent arising from any Seller’s negligence or misconduct any act or omission of the Sellersany Seller during any such inspection. The provisions of this Section 2.2 Such indemnification agreement shall survive the termination of this Agreement and the Closingfor a period of one (1) year.