Common use of Due Diligence Inspection Clause in Contracts

Due Diligence Inspection. REIT shall have the Due Diligence Period in which to examine and inspect the Village Green Interests, BR JV Member, Village Green Titleholder (collectively, BR JV Member and Village Green Titleholder shall be referred to herein as the “Companies”) and the Property to determine, in its sole discretion, whether the Village Green 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 Xxxxxxxx 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, Village Green Titleholder, the Xxxxxxxx Entities and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributors, Village Green Titleholder, the Xxxxxxxx Entities or Property Manager (other than those arising out of the gross negligence or willful misconduct of Contributors, Village Green Titleholder, the Xxxxxxxx Entities and Property Manager 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 of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributors, Village Green Titleholder, the Xxxxxxxx Entities and Property Manager from 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 pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and 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 Contributors a certificate of insurance evidencing such coverage and naming Village Green 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. REIT shall have the Due Diligence Period in which to examine and inspect the Village Green Oak Crest Interests, BR JV MemberOak Crest Villas, Village Green Oak Crest JV, Oak Crest Titleholder (collectively, BR Oak Crest Villas, Oak Crest JV Member and Village Green Oak Crest Titleholder shall be referred to herein as the “Companies”) and the Property to determine, in its sole discretion, whether the Village Green Oak Crest 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’ Contributor’s 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 Contributor (and also without the prior written consent of the Xxxxxxxx Madison Entities to the extent Contributors determine Contributor determines such consent must be obtained), which consent by Contributors Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributors Contributor unless the Contributors provide 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. REIT shall indemnify, defend, and hold ContributorsContributor, Village Green BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, the Xxxxxxxx Madison Entities and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against ContributorsContributor, Village Green BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, the Xxxxxxxx Madison Entities or Property Manager (other than those arising out of the gross negligence or willful misconduct of ContributorsContributor, Village Green BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, the Xxxxxxxx Entities and Madison Entities, Property Manager 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 of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect ContributorsContributor, Village Green BR Oak Crest Villas, Oak Crest JV, Oak Crest Titleholder, the Xxxxxxxx Madison Entities and or Property Manager from 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 pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and 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 Contributors Contributor a certificate of insurance evidencing such coverage and naming Village Green Oak Crest 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. REIT shall have the Due Diligence Period in which to examine and inspect the Village Green Springhouse Interests, BR Springhouse JV Member, Village Green BR Hawthorne Springhouse JV, Springhouse Titleholder (collectively, BR Springhouse JV Member Member, BR Hawthorne Springhouse JV, and Village Green Springhouse Titleholder shall be referred to herein as the “Companies”) and the Springhouse Property to determine, in its sole discretion, whether the Village Green 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 Contributors’ Contributor’s 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 Contributor (and also without the prior written consent of the Xxxxxxxx Entities Hawthorne LLC to the extent Contributors determine Contributor determines such consent must be obtained), which consent by Contributors Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributors Contributor unless the Contributors provide 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. REIT shall indemnify, defend, and hold ContributorsContributor, Village Green Springhouse Titleholder, the Xxxxxxxx Entities Hawthorne LLC and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against ContributorsContributor, Village Green Springhouse Titleholder, the Xxxxxxxx Entities Hawthorne LLC or Property Manager (other than those arising out of the gross negligence or willful misconduct of ContributorsContributor, Village Green Springhouse Titleholder, the Xxxxxxxx Entities and Hawthorne LLC or Property Manager 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 of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect ContributorsContributor, Village Green Springhouse Titleholder, the Xxxxxxxx Entities Hawthorne LLC and Property Manager from 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 pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and 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 Contributors Contributor a certificate of insurance evidencing such coverage and naming Village Green 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. REIT shall have the Due Diligence Period in which to examine and inspect the Village Green Waterford Interests, BR Waterford JV Member, Village Green Waterford Titleholder (collectively, BR Waterford JV Member and Village Green Waterford Titleholder shall be referred to herein as the “Companies”) and the Property to determine, in its sole discretion, whether the Village Green 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 Xxxxxxxx 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, defend and hold Contributors, Village Green Titleholder, Waterford Titleholder and the Xxxxxxxx Xxxx Entities and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributors, Village Green Titleholder, Waterford Titleholder or the Xxxxxxxx Xxxx Entities or Property Manager (other than those arising out of the gross negligence or willful misconduct of Contributors, Village Green Titleholder, Waterford Titleholder or the Xxxxxxxx Xxxx Entities and Property Manager 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 of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributors, Village Green Titleholder, Waterford Titleholder or the Xxxxxxxx Xxxx Entities and Property Manager from 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 pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and 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 Contributors a certificate of insurance evidencing such coverage and naming Village Green Waterford 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. REIT shall have the Due Diligence Period in which to examine and inspect the Village Green Lansbrook Interests, BR JV Member, Village Green Titleholder (collectively, BR JV Member and Village Green Titleholder shall be referred to herein as the “Companies”) Companies and the Property to determine, in its sole discretion, whether the Village Green Lansbrook 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 ContributorsSellers’ 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. 1 The REIT’s payment of $14,193,315.07 assumes a closing of May 23, 2014. See Schedule 1.1 hereof for additional details. 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 Sellers (and also without the prior written consent of the Xxxxxxxx Cxxxxxx Entities to the extent Contributors Sellers determine such consent must be obtained), which consent by Contributors Sellers will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributors Sellers unless the Contributors Sellers 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, defend and hold ContributorsSellers, Village Green Titleholder, Lansbrook Titleholder and the Xxxxxxxx Cxxxxxx Entities and Property Manager harmless from any liens arising out of its inspections as well as any claims asserted by third parties against ContributorsSellers, Village Green Titleholder, Lansbrook Titleholder or the Xxxxxxxx Cxxxxxx Entities or Property Manager (other than those arising out of the gross negligence or willful misconduct of ContributorsSellers, Village Green Titleholder, Lansbrook Titleholder or the Xxxxxxxx Cxxxxxx Entities and Property Manager or any of their respective Affiliates (other than REIT, its Subsidiaries and its AdvisorManager) to recover for personal injury or property damage as a result of REIT’s or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect ContributorsSellers, Village Green Titleholder, Lansbrook Titleholder or the Xxxxxxxx Cxxxxxx Entities and Property Manager from 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 pre-existing liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter the Property, and 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 Contributors Sellers a certificate of insurance evidencing such coverage and naming Village Green Lansbrook 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.