Common use of Diligence Inspections Clause in Contracts

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. Purchaser has approved (or is deemed to have approved for purposes of this Agreement) For 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 SellerReview Period, the Seller shall --------------------- permit the Purchaser and its representatives to inspect the Properties and the Improvements at appropriate stages (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 completion account and records of the Seller 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 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 hotelSeller (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 PropertyReal Property or the Improvements located thereon, 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 examinations and inspections, other than to the extent that any expense, loss or damage arising arises from any act or omission of the Seller. The foregoing indemnification agreement shall survive the termination of this Agreement and the Closings hereunderClosing.

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 At all times prior to the Improvements to be developed on the Properties by the SellerClosing, the Seller shall permit the Purchaser and its representatives to inspect the Properties and the Improvements at appropriate stages (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 completion account and records of the Seller 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 reasonable prior notice to the SellerSeller (which notice may be oral). During any At all such inspectiontimes, the Purchaser and its representatives shall minimize any resulting interference not unreasonably disrupt or interfere with the ongoing construction at the Properties or the operation of the Properties as a hotelor any of the guests at the Hotels. To the extent that, in connection with such investigations, the Purchaser, Purchaser or its agents, representatives or contractors, damages or disturbs any of the PropertyAssets, the Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbancedisturbance to the extent so damaged by Purchaser or its agents. The Purchaser shall indemnify, defend and hold harmless the Seller from and against any and all expenseliabilities, loss claims, demands, expenses, losses, costs or damage damages (including, without limitation, reasonable attorneys' ’ fees) which the Seller may incur as a result of to the extent resulting from any act or omission of the Purchaser or its representatives, agents or contractors in connection with any such examinations and inspections, other than any expense, loss or damage arising from any act or omission of the Seller. The foregoing indemnification agreement indemnity shall survive the Closing and the termination of this Agreement and the Closings hereunderAgreement.

Diligence Inspections. Purchaser has approved (or is deemed to have approved for purposes From and after the date 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 Sellers shall permit the Purchaser and its representatives to inspect the Properties and the Improvements at appropriate stages (including, without limitation, guest rooms, meeting rooms, food and beverage outlets and related back of completion the house areas, 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 FCH Parties with respect to the Properties, including, without limitation, all Contracts and other agreements affecting the Properties, and make copies thereof, 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 hotelrequest. To the extent that, in connection with such investigations, the Purchaser, its agents, representatives or contractors, Purchaser damages or disturbs the Properties, or any of the Propertyportion thereof, the Purchaser shall shall, to the extent practicable, 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 Sellers from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys' fees) which the Seller Sellers may incur as a result of any act or omission of the Purchaser or its representatives, agents or contractors in connection with any such the conduct of its inspections, other than any expense, loss or damage to the extent arising from any negligent act or omission of the SellerSellers during any such inspection. The foregoing Such restoration obligations and indemnification agreement shall survive the termination of this Agreement and the Closings hereunderAgreement.

Diligence Inspections. Purchaser has approved (or is deemed to have approved for purposes of this Agreement) the Properties Property in their its "as is, where is" condition as of the date hereof. In respect to the Improvements to be developed on the Properties Property 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 Property or the operation of the Properties Property 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 Closing hereunder.