Due Diligence Inspection. REIT shall have the Due Diligence Period in which to examine and inspect the Waterford Interests, BR Waterford JV Member, Waterford Titleholder (collectively, BR Waterford JV Member and Waterford Titleholder shall be referred to herein as the “Companies”) and the Property to determine, in its sole discretion, whether the Waterford Interests, the Companies and the Property are satisfactory to the REIT. The REIT and other parties designated by it (collectively, “REIT’s Representatives”) shall have reasonable access to all books and records for the Property and the Companies that are in Contributors’ possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by the REIT, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6, the REIT may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, REIT will promptly restore at its sole expense the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, REIT shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributors (and also without the prior written consent of the Xxxx Entities to the extent Contributors determine such consent must be obtained), which consent by Contributors will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributors unless the Contributors provide written notice of objection to REIT, specifying the basis for such objection, within three (3) days after submission by REIT of a written request for such testing. REIT shall indemnify, defend and hold Contributors, Waterford Titleholder and the Xxxx Entities harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributors, Waterford Titleholder or the Xxxx Entities (other than those arising out of the gross negligence or willful misconduct of Contributors, Waterford Titleholder or the Xxxx Entities or any of their respective Affiliates (other than REIT, its Subsidiaries and its Advisor) to recover for personal injury or property damage as a result...
Due Diligence Inspection. During the Inspection Period, CRA shall permit Developer and its authorized representatives to inspect the CRA Property and to perform due diligence, surveys, soil analysis and environmental investigations. Developer will conduct any physical inspections, tests, examinations, studies, and appraisals only on Business Days. Developer may only enter upon the CRA Property, provided (i) Developer provides CRA with at least twenty-four (24) hours prior notice (which notice may be oral or written) of its intent to inspect, test, survey or study, (ii) if requested by CRA, Developer is accompanied by a representative of CRA and (iii) Developer or Developer’s agents or contractors, as applicable, furnishes to CRA a certificate of insurance acceptable to CRA naming CRA as an additional insured and with an insurer and insurance limits and coverage reasonably satisfactory to CRA. Developer and its agents and representatives shall not perform any invasive testing without the prior written consent of CRA, which consent shall not be unreasonably withheld. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Developer relating to its the inspection of the CRA Property for itself and/or its lender (collectively, the “Inspection Costs”) shall be the responsibility of and paid for by the Developer. To the extent that Developer or any of its representatives, agents or contractors damages or disturbs the CRA Property or any portion thereof, Developer shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Developer hereby agrees to and shall indemnify, defend and hold harmless CRA from and against any and all expense, loss or damage which CRA may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Developer or its representatives, agents or contractors arising from, related to, or in connection with the due diligence inspections including any soil analysis and environmental investigations, other than any expense, loss or damage to the extent arising from any act or omission of CRA during any such inspection and other than any expense, loss or damage resulting from the discovery or release of any Hazardous Substances at the CRA Property for which discovery or release Developer shall have no liability, unless such discovery or release was caused by the negligence or intentional conduct of D...
Due Diligence Inspection. During the seven (7) day period after execution of this Agreement, IFT and its representatives shall have the right to inspect all plant, equipment and operations of TNCI, its premises and its financial and other records at reasonable times. IFT shall also have the right to discuss the affairs of TNCI with the managers, customers, prospective customers, employees, suppliers, advertisers, retailers, banking and other financial institutions, lessors and such other parties as IFT deems appropriate, upon reasonable notice of the proposed times and dates thereof. IFT shall complete its due diligence, provided it has received the cooperation of TNCI contemplated in this Paragraph, no later than seven (7) days following the execution and delivery of this Agreement by the parties. TNCI shall likewise have the right, upon the execution of this Agreement, to inspect IFT, its financial and other records and to discuss the affairs of IFT with appropriate parties under the same terms and conditions and upon the same schedule as IFT shall have to complete its preliminary due diligence. IFT and TNCI will cooperate with all reasonable requests by the other party for information and will use their best efforts to secure the cooperation of the foregoing third parties who may reasonably be requested to furnish information to each other.
Due Diligence Inspection. Buyer shall have reasonable access to the Property for the purpose of inspecting the physical condition and performing other investigations of the Property and the suitability and feasibility of the Property for Buyer's proposed use. Buyer's inspection rights shall include performing soil tests, environmental tests or audits, foundation and mechanical inspections, and such other inspections as Buyer may reasonably determine are necessary or desirable, performing development planning, engineering, feasibility and other studies, reviewing applicable state, federal and local laws, reviewing all leases, contracts and agreements affecting the Property, and performing such other tests, reviews and investigations and obtaining such approvals as Buyer deems necessary or appropriate. Buyer shall indemnify and hold Seller harmless from and against any and all loss, cost, expense and liability arising out of Buyer's due diligence investigation of the Property; provided, however, that Buyer shall not be responsible for any pre-existing conditions on the Property. All inspections and investigations shall be at Buyer's expense. At all times prior to the expiration of the Inspection Period (as hereinafter defined), Seller shall allow Buyer and its counsel, accountants, or other representatives to have full access during reasonable hours to the Property, subject to the rights of any tenants of the Property, and Seller shall furnish Buyer with all information in his possession concerning the physical condition or financial aspects of the Property as Buyer may reasonably request. Buyer's obligations under this Contract are contingent upon these inspections and investigations and the conclusions made about the physical condition and other aspects of the Property by the Buyer. The Buyer is responsible for using the information gathered in the inspection to determine if the physical condition of the Property are satisfactory to Buyer for Buyer’s intended use in Buyer's sole opinion. If Buyer is not satisfied with the physical condition or other aspects of the Property, Buyer may elect to terminate this Contract, provided that this election must be made by written notice to Seller prior to October 22, 2021 (the "Inspection Period"). If Buyer elects to terminate this Contract within this time period, the Xxxxxxx Money shall be returned to Buyer and this Contract shall be null and void. If, however, Buyer does not elect to terminate this Contract within this time period, the cont...
Due Diligence Inspection. The County, its designated representatives or agents shall have the right, at County’s expense to enter upon the Property to (i) perform any and all tests, inspections, studies, surveys or appraisals of the Property deemed necessary, on any subject, by the County; and (ii) examine due diligence materials pertaining to the Property that are provided by the Port. The County shall indemnify and hold harmless the Port from and against any mechanic's or other liens or claims that may be filed or asserted against the Property or the Port as a result of actions taken by the County or its contractors in connection with any of the County’s due diligence inspection activities under this Agreement.
Due Diligence Inspection. This Agreement shall further be contingent upon Purchaser completing to their sole satisfaction the due diligence examination including, but not limited to, inspection of all equipment, buildings, storage facilities, the completion of an environmental audit as necessary and appropriate, and such other due diligence activities as deemed necessary and appropriate by Purchaser within Fourteen (14) business days of acceptance of this contract by Seller.
Due Diligence Inspection. Buyer shall have completed to its sole and absolute satisfaction the review and inspections described in Section 5.2, and a satisfactory inspection with respect to the operating condition and capacity of the Winery, the Assets and the Real Property.
Due Diligence Inspection. Purchaser has had full and complete access to all material financial, operating and legal information concerning the business and operations of Fox, and is purchasing the Fox Shares with knowledge of all such material information. Purchaser agrees to not assert any claim of any nature whatsoever, including claims of fraud, that Purchaser may have against Seller if Purchaser suffers any adverse consequence, whether monetary or otherwise, as a result of the transactions contemplated herein.
Due Diligence Inspection. Without any limitation to Purchaser´s indemnity protections hereunder, Purchaser and its advisors have conducted their own independent investigation, review, analysis and a full scope due diligence of the Company and the Subsidiaries and the businesses and operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Subsidiaries, which is in a form and substance usually adopted for transactions similar to those contemplated hereby, including legal, Tax, accounting and operational matters.
Due Diligence Inspection. Buyer's obligation to consummate this Agreement is expressly conditioned on Buyer's satisfaction of its due diligence investigation of the Company and Shareholders.
