Common use of Due Diligence Inspection Clause in Contracts

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 Developer or its representatives, agents or contractors and/or such Hazardous Substances were brought on to the Property by Developer or its representatives, agents or contractors). Developer shall promptly upon its receipt thereof, deliver to CRA, copies of all such audits and assessments obtained by Developer. Developer shall itself (and shall require its consultants to) keep the CRA Property free and clear of all liens and encumbrances, including but not limited to mechanics’ liens, arising out of any of Developer’s (and such consultants’) activities on the CRA Property, including its consultants’ investigations.

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; provided, however, Developer hereby agrees to have a Phase 2 Environmental Assessment of the Property performed during the Inspection Period and the CRA hereby consents to the foregoing. 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; provided, however, the Inspection Costs shall be included in the applicable Development Budget; provided, further, the Inspection Costs shall remain the responsibility of the Developer and not reimbursed as a cost set forth in the applicable Development Budget in the event of the termination of this Agreement under certain circumstances as set forth herein. 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 gross negligence or intentional conduct of Developer or its representatives, agents or contractors and/or such Hazardous Substances were brought on to the Property by Developer or its representatives, agents or contractors). Developer shall promptly upon its receipt thereof, deliver to CRA, copies of all such audits and assessments obtained by Developer. Developer shall itself (and shall require its consultants to) keep the CRA Property free and clear of all liens and encumbrances, including but not limited to mechanics’ liens, arising out of any of Developer’s (and such consultants’) activities on the CRA Property, including its consultants’ investigations.

Due Diligence Inspection. During Buyer shall have the Inspection opportunity to review and approve, in its sole and absolute discretion, the condition of the Property, the suitability of the Property for Xxxxx’s intended use and all other aspects of the Property, at Buyer's sole cost and expense, prior to the expiration of the Due Diligence Period. 5.1 Commencing immediately after the Opening of Escrow, CRA Buyer and Buyer’s members, managers, representatives, consultants, contractors, employees and agents (collectively, the “Buyer’s Representatives”) shall permit Developer have the right, upon not less than forty-eight (48) hours’ advance written notice to Seller, to enter upon the Property, during regular business hours (i.e., 7:00 a.m. to 6:00 p.m., Monday-Friday) in order to conduct Buyer’s physical inspection and its authorized representatives to inspect investigation of the CRA Property and to perform due diligenceundertake any engineering, surveysenvironmental, soil analysis and environmental investigations. Developer will conduct any physical inspectionssoils or other studies or testing of the Property; provided, testshowever, 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 that Buyer shall not perform undertake any invasive testing without the obtaining Seller’s prior written consent of CRAconsent, which consent Seller shall not unreasonably withhold. Promptly following completion of any testing and investigation of the Property, Buyer shall, at its sole cost and expense, restore the Property to substantially the same condition as existed immediately prior to the Buyer’s entry on the Property. Buyer shall use reasonable care and consideration in connection with any of its inspections or tests upon the Property, and Seller shall have the right to accompany Buyer during any such entry. Seller shall cooperate with Buyer in all reasonable respects in making such inspections and investigations. Buyer and Buyer’s Representatives shall also have the right to enter and access to the Property following the expiration of the Due Diligence Period (should Buyer approve of the Property prior to the expiration of the Due Diligence Period) as long as Buyer (a) does not conduct any invasive testing on the Property without Seller’s prior consent, which shall not be unreasonably withheld. All inspection fees, appraisal fees, engineering fees and all other costs (b) complies with the requirements set forth in Section 5.2 and expenses of Section 5.4 below. 5.2 Prior to any kind incurred entry 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 Buyer or any of its representativesagents, agents employees or contractors damages or disturbs onto the CRA Property or any portion thereofProperty, Developer Buyer shall return provide to Seller evidence satisfactory to Seller that Buyer has in force worker’s compensation insurance as required by law and adequate commercial general liability insurance with coverage of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the same aggregate, naming Seller and the “Seller Related Parties” (defined below) as additional insureds, 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 protect Seller against any and all expenseliability, loss claims, demands, damages and costs (including reasonable attorneys’ fees and expenses) which may occur as a result of any activity on the Property by Xxxxx. 5.3 Buyer acknowledges that prior to the expiration of the Due Diligence Period: (i) Buyer will have conducted such surveys and inspections, and made such boring, percolation, geologic, environmental and soils tests and other studies of the Property as Buyer deemed advisable, (ii) Buyer has or damage which CRA will have had adequate opportunity to make such inspection of the Property (including but not limited to, an inspection for zoning, land use, environmental and other laws, statutes, codes, rules, regulations, ordinances, limitations and restrictions), and (iii) Buyer will have reviewed or had adequate opportunity to review, the necessity or existence of charges, fees, costs, assessments and/or dedications that may incur be imposed against or in connection with, the development of the Property, the location and topography of the Property, the availability, location and access to both the Property, and to all water, sewer, gas, electrical, telephone and other utilities presently serving or designed to serve the Property in the future, as Xxxxx, in Xxxxx's discretion, deemed necessary or advisable as a condition precedent to Xxxxx's purchase of the Property and to determine the physical, environmental and land use characteristics of the Property (including, without limitation, its subsurface) and its suitability for Buyer's intended use. 5.4 Buyer shall protect, indemnify, defend and hold the Property, Seller and Seller’s council members, employees, representatives, attorneys, and agents (each individually a “Seller Related Party” and collectively, the “Seller Related Parties”) free and harmless from any and all claims, damages, liens, stop notices, liabilities, losses, costs and expenses, including reasonable attorneyattorneys’ fees and court costs (“Claims”) resulting from Xxxxx’s fees actually incurredentry onto the Property, including, without limitation, Xxxxx’s investigation of the Property and repairing any and all damages to any portion of the Property, arising out of or related directly to Buyer’s conducting such inspections, surveys, tests and studies but excluding therefrom any and all Claims resulting from or arising out of (a) the presence of Hazardous Materials (as a result defined in Section 14 below) on the Property unless caused by Buyer or any of Buyer’s Representatives , (b) the gross negligence or willful misconduct of any act or omission of Developer or its representatives, agents or contractors arising from, related toSeller Related Party, or in connection (c) Seller’s failure to perform its obligations under the terms of this Agreement. Buyer’s indemnification obligations set forth herein shall survive the Close of Escrow and shall not be merged with the due diligence inspections including any soil analysis Grant Deed and environmental investigations, other than any expense, loss or damage shall survive the termination of this Agreement prior to the extent arising from any act or omission Close 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 Escrow. Buyer shall have no liability, unless such discovery or release was caused by the negligence or intentional conduct of Developer or its representatives, agents or contractors and/or such Hazardous Substances were brought on to the Property by Developer or its representatives, agents or contractors). Developer shall promptly upon its receipt thereof, deliver to CRA, copies of all such audits and assessments obtained by Developer. Developer shall itself (and shall require its consultants to) keep the CRA Property free and clear of all any mechanics' liens or materialmen's liens related to Xxxxx's right of inspection and encumbrancesthe activities contemplated by this Section 5. 5.5 Buyer shall notify Seller of Xxxxx's approval or disapproval of the Property by written notice delivered to Seller and Xxxxxx Holder by no later than the expiration of the Due Diligence Period. Buyer’s failure to deliver written notice of its approval or disapproval of the Property by the expiration of the Due Diligence Period shall be deemed Xxxxx's disapproval and election to terminate this Agreement in accordance with Section 7.1 below. Buyer’s written approval of the Property delivered to Seller and Escrow Holder prior to the expiration of the Due Diligence Period shall also constitute Buyer’s acknowledgement that Buyer has fully inspected the Property and has accepted the Property “AS IS, including but not limited WITH ALL FAULTS” (subject to mechanics’ liensthe terms and conditions of this Agreement) and acknowledges that, arising out except for a Seller default, the failure of any of Developer’s (and such consultants’) activities on the CRA Propertya condition to close or as otherwise specifically set forth in this Agreement, including its consultants’ investigationsBuyer shall have no right to terminate this Agreement.

Due Diligence Inspection. During REIT shall have the Inspection Period, CRA shall permit Developer Due Diligence Period in which to examine and its authorized representatives to inspect the CRA Springhouse Interests, BR Springhouse JV Member, BR Hawthorne Springhouse JV, Springhouse Titleholder (collectively, BR Springhouse JV Member, BR Hawthorne Springhouse JV, and Springhouse Titleholder shall be referred to herein as the “Companies”) and the Springhouse Property to determine, in its sole discretion, whether the Springhouse 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 Springhouse Property and the Companies that are in Contributor’s possession or control for the purpose of conducting due diligence and shall, subject to perform due diligencethe rights of tenants under Leases, be able to conduct and complete such surveys, soil analysis inspections and environmental 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. Developer 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 physical inspectionssoil borings, 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 core samples 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 other invasive testing without the prior written consent of CRAContributor (and also without the prior written consent of Hawthorne LLC to the extent Contributor determines such consent must be obtained), which consent shall by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides 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. All inspection feesREIT shall indemnify, appraisal feesdefend, engineering fees and all hold Contributor, Springhouse Titleholder, Hawthorne LLC and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributor, Springhouse Titleholder, Hawthorne LLC or Property Manager (other costs and expenses of any kind incurred by Developer relating to its the inspection than those arising out of the CRA gross negligence or willful misconduct of Contributor, Springhouse Titleholder, Hawthorne LLC or 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 Manager or any of their respective Affiliates (other than REIT, its representatives, agents Subsidiaries and its Advisor)) to recover for personal injury 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 property 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 REIT’s or omission of Developer or its representativesREIT’s Representatives’ entry onto the Property; provided, agents or contractors arising fromhowever, related tothe indemnity shall not extend to protect Contributor, or in connection with the due diligence inspections including any soil analysis Springhouse Titleholder, Hawthorne LLC and environmental investigations, other than any expense, loss or damage to the extent arising Property Manager from any act or omission of CRA during any pre-existing liabilities for matters merely discovered by REIT (i.e., latent environmental contamination) so long as REIT’s actions do not intentionally exacerbate such inspection pre-existing liability. REIT shall procure and other than any expense, loss or damage resulting continue in force from and after the discovery or release of any Hazardous Substances at date REIT and REIT’s Representatives first enter 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 Developer or its representatives, agents or contractors and/or such Hazardous Substances were brought on to the Property by Developer or its representatives, agents or contractors). Developer shall promptly upon its receipt thereof, deliver to CRA, copies of all such audits and assessments obtained by Developer. Developer shall itself (and shall require its consultants to) keep the CRA Property free and clear of all liens and encumbrances, including but not limited to mechanics’ liens, arising out of any of Developer’s (and such consultants’) activities on the CRA Property, including its consultants’ investigationsand continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, REIT shall provide to Contributor a certificate of insurance evidencing such coverage and naming Springhouse Titleholder and Property Manager as additional insured parties. REIT’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period of twelve (12) months.

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 Developer or its representatives, agents or contractors and/or such Hazardous Substances were brought on to the Property by Developer or its representatives, agents or contractors). Developer shall promptly upon its receipt thereof, deliver to CRA, copies of all such audits and assessments obtained by Developer. Developer shall itself (and shall require its consultants to) keep the CRA Property free and clear of all liens and encumbrances, including but not limited to mechanics’ liens, arising out of any of Developer’s (and such consultants’) activities on the CRA Property, including its consultants’ investigations.