Common use of Diligence Inspections Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Five Star Quality Care Inc), Purchase and Sale Agreement (Five Star Quality Care Inc)

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Diligence Inspections. From and after For the Effective Date Review Period and, thereafter, until the Closing or earlier termination of this AgreementClosing, the Seller Parties Sellers shall permit the Purchaser and its representatives to inspect all aspects of the Properties and the Improvements (including, without limitation, all roofs, electricalelectric, mechanical and structural elements, and HVAC systemssystems therein), to perform due diligence, soil analysis and environmental investigations, to review examine the Files books of account 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 records of the Sellers with respect to the Properties. To , including, without limitation, all leases and agreements affecting the extent that Properties, and make copies thereof, at such reasonable times as the Purchaser or its representatives damage 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 Property during any such inspectionsof the Real Property, the Improvements or FF&E located thereon, the Purchaser shall return such Property the same to substantially the same condition that such Property was in which existed immediately prior to such damagedamage or disturbance. The Neither the Purchaser nor any of its agents, representatives or contractors shall indemnify, defend and hold harmless have any right whatsoever to alter the Seller Parties from and against any and all expense, loss or damage that the Seller Parties incur as a result condition of any entry by Property, or portion thereof, without the Purchaser prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or its representatives onto the Properties in connection with conditioned. In no event shall any such inspections, except to inspection include any drilling into or under the extent that any such expense, loss or damage (a) arises from any Seller Party’s negligence or any act or omission surface of any Seller Party during any such entry Property, soil sampling, water sampling or (b) relates to the discovery of any pre-existing condition at any Property.similar

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hospitality Properties Trust)

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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 Property (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 PropertiesProperty. To the extent that the Purchaser or its representatives damage any the Property during any such inspections, the Purchaser shall return such the Property to substantially the same condition that such the 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 Property 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 the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Five Star Quality Care Inc)

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