Common use of Due Diligence Inspection Clause in Contracts

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 contingency stated in this paragraph shall have been waived by Buyer and Buyer shall be obligated to proceed with the Closing of this transaction and to accept the Property in the condition existing at the Effective Date, ordinary wear and tear excepted.

Due Diligence Inspection. Buyer shall have reasonable access the 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 purpose Property, at Buyer's sole cost and expense, prior to the expiration of inspecting the Due Diligence Period. 5.1 Commencing immediately after the Opening of Escrow, Buyer and Buyer’s members, managers, representatives, consultants, contractors, employees and agents (collectively, the “Buyer’s Representatives”) shall 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 condition inspection and performing other investigations investigation 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, to undertake any engineering, feasibility and environmental, soils or 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 studies 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 testing of the Property; provided, however, that Buyer shall not be responsible for undertake any pre-existing conditions invasive testing without obtaining Seller’s prior written consent, 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. All 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 investigations. Buyer and Buyer’s Representatives shall be at Buyer's expense. At all times 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 Inspection Period Due Diligence Period) as long as Buyer (as hereinafter defined)a) does not conduct any invasive testing on the Property without Seller’s prior consent, Seller which shall allow not be unreasonably withheld, and (b) complies with the requirements set forth in Section 5.2 and Section 5.4 below. 5.2 Prior to any entry by Buyer and or any of its counselagents, accountants, employees or other representatives to have full access during reasonable hours to contractors onto the Property, subject Buyer shall 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 aggregate, naming Seller and the “Seller Related Parties” (defined below) as additional insureds, to protect Seller against any and all liability, 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 rights of any tenants expiration of the PropertyDue Diligence Period: (i) Buyer will have conducted such surveys and inspections, and Seller shall furnish Buyer with all information in his possession concerning the physical condition or financial aspects made such boring, percolation, geologic, environmental and soils tests and other studies of the Property as Buyer deemed advisable, (ii) Buyer has or 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 reasonably requestbe 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 attorneys’ fees and court costs (“Claims”) resulting from Xxxxx’s entry 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 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 Seller Related Party, or (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 Grant Deed and shall survive the termination of this Agreement prior to the Close of Escrow. Buyer shall keep the Property free and clear of any mechanics' liens or materialmen's obligations under this Contract are contingent upon these inspections and investigations liens related to Xxxxx's right of inspection and the conclusions made about activities contemplated by this Section 5. 5.5 Buyer shall notify Seller of Xxxxx's approval or disapproval of the physical condition Property by written notice delivered to Seller and other aspects 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. The Buyer is responsible for using the information gathered in the inspection to determine if the physical condition ’s written approval of the Property are satisfactory delivered to Buyer for Seller and Escrow Holder prior to the expiration of the Due Diligence Period shall also constitute Buyer’s intended use acknowledgement that Buyer has fully inspected the Property and has accepted the Property “AS IS, WITH ALL FAULTS” (subject to the terms and conditions of this Agreement) and acknowledges that, except for a Seller default, the failure of a condition to close or as otherwise specifically set forth in Buyer's sole opinion. If Buyer is not satisfied with the physical condition or other aspects of the Propertythis Agreement, Buyer may elect shall have no right 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 contingency stated in this paragraph shall have been waived by Buyer and Buyer shall be obligated to proceed with the Closing of this transaction and to accept the Property in the condition existing at the Effective Date, ordinary wear and tear exceptedAgreement.

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 2210, 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 contingency stated in this paragraph shall have been waived by Buyer and Buyer shall be obligated to proceed with the Closing of this transaction and to accept the Property in the condition existing at the Effective Date, ordinary wear and tear excepted.

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 BuyerXxxxx'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 Xxxxx 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, including but not limited to any existing tenant leases. 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 and other aspects of the Property are satisfactory to Buyer for Buyer’s intended use , in BuyerXxxxx's sole opinion. If Buyer Xxxxx 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 22no later than December 24, 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 Xxxxx does not elect to terminate this Contract within this time period, the contingency stated in this paragraph shall have been waived by Buyer and Buyer shall be obligated to proceed with the Closing of this transaction and to accept the Property in the condition existing at the Effective Date, ordinary wear and tear excepted.