Common use of Diligence Inspections Clause in Contracts

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. At all times prior to For the Review Period and, thereafter, until Closing, Seller the Candlewood Parties 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 employeesrepresentatives to inspect the Properties and the Improvements (including, representatives without limitation, all roofs, electric, mechanical and agents shall have structural elements, and HVAC systems therein), to perform due diligence, soil analysis and environmental investigations, to examine the right to communicate with Seller's staff books of account and with the Hotel staff, including without limitation the general manager, the director of sales, the engineering staff and other key management employees records of the Hotel. Candlewood Parties 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 shall not interfere with or its representatives may request by notice to 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 Candlewood Parties (which notice may be by telephoneoral). Such inspections, diligence, analyses, and a representative of Seller may accompany Purchaser. Prior investigations are being permitted for information purposes only and shall not entitle the Purchaser to refuse to close 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 transactions contemplated 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 underexcept as expressly set forth herein. To the extent that, such liability policy. In 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 Purchaser, its agents, representatives or contractors, damages or disturbs any of the Real Property, the Improvements, the FAS, the FF&E or the Inventories 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 Candlewood Parties, which consent may be withheld in the Candlewood Parties' sole discretion. The Purchaser shall indemnify, defend and hold harmless Seller the Candlewood Parties from and against any and all expense, loss , cost, expense, liability or damage (including, without limitation, reasonable attorneys' fees) which Seller the Candlewood Parties may incur in connection with as a result of any entry and/or activities on act or around omission of the Property by Purchaser or its representatives, agents or contractors. Purchaser shall have no liability contractors in connection with such examinations and inspections, other than to Seller for the extent that any costsexpense, expenses loss or liability associated with damage arises from any negligence or resulting from misconduct of the discovery of any existing condition on or near the PropertyCandlewood Parties. The foregoing indemnification agreement provisions of this Section 2.3 shall survive the termination of this Agreement and Closing hereunderthe Closing.

Diligence Inspections. At all times prior Prior to the each Closing, Seller shall permit Purchaser access to and on the Property to perform the various due diligence activities referenced in Section 2.2(a) aboveterms and conditions set forth below, and Purchaser and its employees, representatives and agents Tenant shall have the right to communicate with Seller's staff and continue their inspections of the Properties. If either Purchaser or Tenant is not reasonably satisfied with the Hotel staffresults of its due diligence review with respect to any Property, including without limitation such party may terminate this Agreement with respect to such Property at any time during the general managerthirty (30) day period beginning on the Effective Date (the "Inspection Period"), by notifying each other party hereto in writing of such election to terminate (and, if requested by Seller at any time thereafter, Purchaser or Tenant, as the case may be, will also advise Seller of the basis therefor). If neither Purchaser nor Tenant terminates this Agreement as aforesaid with respect to a Property during the Inspection Period, Purchaser and Tenant shall be deemed to have approved each such Property in its "as is, where is" condition as of the end of such thirty (30) day period, subject to the representations, warranties, terms and conditions of this Agreement. In respect to the Improvements to be developed on the Properties by the Seller, the director Seller shall permit the Purchaser, Tenant and their representatives to inspect the Improvements at appropriate stages of salescompletion at such reasonable times as the Purchaser, Tenant or their representatives may request by reasonable prior notice to the Seller. During any such inspection, the engineering staff Purchaser, Tenant and other key management employees of their representatives shall minimize any resulting interference with ongoing construction at the Hotel. Purchaser shall not interfere with the operations of the Hotel while engaging in such communication in a manner that materially affects Properties or the operation of the PropertyProperties as a hotel. 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 To the extent of Purchaser's indemnity obligations contained that, 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, the Purchaser, the Tenant, or their agents, representatives or contractors, damages or disturbs any of the Properties, the Purchaser or Tenant, as the case may be, shall promptly restore return the Property same to substantially the same condition as which existed immediately prior any activity by to such damage or disturbance. The Purchaser or its agents, representatives or contractors. Purchaser and Tenant shall each indemnify, defend and hold harmless the Seller from and against any and all expense, loss , cost, expense, liability 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 Tenant, respectively, as the case may be, or their respective representatives, agents or contractors in connection with any entry and/or activities on such inspections, other than any expense, loss or around damage arising from any act or omission of 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 PropertySeller. The foregoing indemnification agreement shall shall, with respect to each Property, survive the termination of this Agreement and or the Closing hereunderhereunder with respect to such Property, as applicable, for a period of one year.

Diligence Inspections. At all times prior to the Closing, Seller the Sellers 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 employeesrepresentatives 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, at such reasonable times as the Purchaser or its representatives and agents shall have may request by notice to 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 Sellers (which notice may be by telephoneoral). At all such times, the Purchaser and its representatives shall minimize any resulting interference with the Sellers' ongoing construction at the Properties or the Sellers' operation of the Properties as a representative of Seller may accompany Purchaserhotel. 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 To the extent of Purchaser's indemnity obligations contained that, 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 Purchaser, its agents, representatives or contractors, damages or disturbs any of the Assets, 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 Seller the Sellers from and against any and all expense, loss , cost, expense, liability or damage (including, without limitation, reasonable attorneys' fees) which Seller the Sellers may incur in connection with as a result of any entry and/or activities on act or around omission of the Property by Purchaser or its representatives, agents or contractors. Purchaser shall have no liability to Seller for contractors in connection with such examinations and inspections, other than any costsexpense, expenses loss or liability associated with damage arising from any act or resulting from omission of the discovery of any existing condition on or near the PropertySellers. The foregoing indemnification agreement shall survive the termination of this Agreement and the Closings hereunder. In addition, prior to the Closing hereunderwith 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.