Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall permit Purchaser and its authorized representatives to inspect the Property to perform due diligence, soil analysis and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. All such inspections shall be nondestructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases at the Property and, in each case, in compliance with Seller’s rights and obligations as landlord under the Leases. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any such inspection.
(b) If the Closing is not consummated hereunder, Purchaser shall promptly (and as a condition to the refund of the Xxxxxxx Money) deliver copies of all reports, surveys and other information furnished to Purchaser by third parties in connection with such inspections to Seller; provided, however, that delivery of such copies and information shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. This Section 3.1(b) shall survive the termination of this Agreement.
(c) To the extent that Purchaser or any of its representatives, agents or contractors damages or disturbs the Property or any portion thereof, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. Purchaser hereby agrees to and shall indemnify, defend and hold harmless Seller from and against any and all expense, loss or damage which Seller may incur (including, without limitation, reasonable attorney’s fees actually incurred) as a result of any act or omission of Purchaser or its representatives, agents or contractors, other than any expense, loss or damage to...
Due Diligence Inspections. Purchaser shall have the right to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisable, in accordance with this Section 4.1.2. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”); provided, however, that Purchaser shall cause the Purchaser’s Inspectors to comply with the provisions regarding Confidential Information set forth in Section 8.1. Seller shall provide reasonable access to the Property for Purchaser’s Inspectors to perform the Inspections; provided, however, that (i) Purchaser shall provide Seller with at least twenty four (24) hours prior notice of each of the Inspections; (ii) Purchaser’s Inspectors shall be accompanied by an employee, agent or representative of Seller; (iii) the Inspections shall be conducted by Purchaser’s Inspectors on a Business Day between 10:00 a.m. and 5:00 p.m. (local time); (iv) Purchaser’s Inspectors shall not perform any drilling, coring or other invasive testing, without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion; (v) Purchaser’s right to perform the Inspections shall be subject to the rights of tenants, guests and customers at the Hotel; and (vi) the Inspections shall not unreasonably interfere with the Business, and Purchaser’s Inspectors shall comply with Seller’s requests with respect to the Inspections to minimize such interference.
Due Diligence Inspections. Seller hereby grants to Buyer, its agents and contractors, subject to Buyer’s possessory interest in the Property under the Aspen Master Lease, reasonable access to the Property during normal business hours to perform the Due Diligence Inspections, provided that Buyer (a) gives reasonable prior notice to Seller and coordinates with Seller as to the timing and nature of the survey, inspection, study or test to be performed, and (b) if requested by Seller, provides to Seller a certificate of insurance showing that Seller is named as an additional insured on Buyer’s commercial general liability insurance policy with a contractual liability endorsement covering Buyer’s indemnification obligations under this Contract with respect to such entry. Buyer’s Due Diligence Inspections may include non-invasive land surveys and environmental inspections and tests for the presence of hazardous materials (but Buyer will obtain Seller’s approval, which approval shall not be unreasonably withheld, if the inspection or test could interfere with operation of the Property or involve any boring or physical damage thereto) reasonably required by Buyer in connection with Buyer’s due diligence (the “Due Diligence Inspections”). Buyer shall keep the Property free and clear of any liens arising out of any Due Diligence Inspection, test or other entry onto the Property pursuant to this Contract. After the end of the Due Diligence Period, Buyer and its agents and contractors shall be granted a continuing right of reasonable access to the Property and the right to examine the Property. In the course of its activities, Buyer may make inquiries about the Property to third parties, including without limitation, municipal, local and other governmental officials and representatives, and Seller consents to such inquiries. None of the provisions of this Section 5.4 will limit the rights of use that Buyer has as an existing lessee of the Property under the Aspen Master Lease.
Due Diligence Inspections. Buyer’s Right to Rescind
4.4.1 Seller’s Representations and Warranties. Seller’s representations and warranties stated in Section 4.9 are hereby made and shall be reaffirmed at closing.
4.4.2 Delivery of Documents, Due Diligence, Objections or Rescission of Buyer.
A. Buyer shall promptly arrange for all inspections called for in this Agreement, and Seller shall reasonably cooperate in scheduling and conducting them.
B. Buyer has already begun due diligence and shall have until the Property Condition and Title Due Diligence Deadlines specified in 4.3.1 above to inspect all documents and the Property and complete its due diligence investigation and either rescind this Agreement or raise any objections as to the documents or condition of the Property. If Buyer fails to rescind or raise objections by the Due Diligence Deadlines, Buyer is deemed to have accepted the documents and condition of the Property.
C. Buyer agrees to promptly object to any document or condition of the Property as it learns of the defect, and to give Seller a reasonable time to correct the defect.
Due Diligence Inspections. Purchaser shall have the right to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisable, in accordance with this Section 4.1.2. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”). Seller shall provide reasonable access to the Property for Purchaser’s Inspectors to perform the Inspections; provided, however, that (i) Purchaser shall provide Seller with prior notice of each of the Inspections by coordinating with Seller’s on-site representative, Tayfun Selen; (ii) Purchaser’s Inspectors shall be accompanied by an employee, agent or representative of Seller; (iii) the Inspections shall be conducted by Purchaser’s Inspectors at commercially reasonable times acceptable to both Purchaser and Seller; and (iv) Purchaser’s Inspectors shall not perform any drilling, coring or other invasive testing, without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Due Diligence Inspections. (a) From and after the Effective Date until the Closing Date or earlier termination of the inspection rights of Purchaser under this Agreement, Seller shall permit Purchaser and its authorized representatives to enter upon the Property in order to inspect the Property, to perform due diligence and environmental investigations, to examine the records of Seller with respect to the Property, and make copies thereof, at such times during normal business hours as Purchaser or its representatives may request. Purchaser acknowledges that certain secured areas within the premises leased by tenants may be visited or inspected by Purchaser only if the applicable tenant consents thereto. All such inspections shall be non-destructive in nature, and specifically shall not include any physically intrusive testing. All such inspections shall be performed in such a manner to minimize any interference with the business of the tenants under the Leases, and, in each case, in compliance with the rights and obligations of Seller as landlord under the Leases. Purchaser agrees that Purchaser shall make no contact with and shall not interview any tenants or governmental authorities without providing at least twenty-four (24) hours prior notice of such contact or interview to Cxxxx X. Xxxxx or Jxxx X. XxXxx on behalf of Seller, which notice, for purposes of this Section 3.1(a) only, must be given during business hours (local Atlanta, Georgia time) on a Business Day and may be given via electronic mail to both of the following addresses: cxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx and jxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx. At all times prior to the termination of this Agreement, subject to the terms of this Section 3.1(a), Purchaser shall have the right to interview tenants and to make inquiries of any and all governmental agencies and authorities having jurisdiction over the Property for purposes of determining the compliance of the Property with any and all applicable laws, statutes, codes, ordinances, rules and regulations. All inspection fees, appraisal fees, engineering fees and all other costs and expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller reserves the right to have a representative present at the time of making any such inspection and at the time of any permitted interviews with tenants and governmental authorities. Purchaser shall notify Seller not less than one (1) Business Day in advance of making any s...
Due Diligence Inspections. Purchaser and its representatives shall be permitted to enter upon each of the Hotels to examine, inspect and investigate the Property, including, but not limited to, the Books and Records (all such activities, “Due Diligence”). Prior to entering upon the Property for the purpose of conducting its Due Diligence (whether itself or through one its representatives) Purchaser shall provide prior notice to CSC, which notification may be verbal (followed promptly with a confirmatory email), of its intent to enter a Hotel to conduct Due Diligence. At CSC’s election, a representative of CSC may be present during any entry by Purchaser or its representatives at the Hotel for Due Diligence. Purchaser shall take all necessary actions to ensure that neither it nor any of its representatives unreasonably interfere with the guests of the Hotels or ongoing operations occurring at the Hotels. Purchaser shall not cause or permit any mechanic liens, materialmen’s liens or other liens to be filed against any Hotel as a result of its Due Diligence.
Due Diligence Inspections. (a) As used in this Agreement, the term "Due Diligence Period" shall mean the period from the date hereof until 5:00 p.m. Los Angeles time on December 4, 1997. During the Due Diligence Period, and with reasonable advance notice to Seller, Purchaser, its agents and representatives shall be entitled to enter onto the Real Property during reasonable business hours (subject to the rights of tenants in possession) to review the tenant files, perform inspections and tests of the Property and the structural and mechanical systems within any Improvements; provided, however, that in no event shall (i) such inspections or tests disrupt or disturb the on-going operation of the Property or the rights of the tenants at the Property, or (ii) Purchaser or its agents or representatives drill or bore on or through the surface of the Property without Seller's prior written consent, which consent may be given or withheld in Seller's sole and absolute discretion. After making such tests and inspections, Purchaser agrees to promptly restore the Property to its condition prior to such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). Prior to Purchaser entering the Property to conduct the inspections and tests described above, Purchaser shall obtain and maintain, and shall cause each of its contractors and agents to maintain (and shall deliver to Seller evidence thereof), at Purchaser's sole cost and expense, general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of One Million Dollars ($1,000,000) combined single limit for personal injury and property damage per occurrence, such policies to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and tests. Purchaser agrees to promptly deliver to Seller copies of all reports, studies and results of tests and investigations obtained or conducted by Purchaser with respect to the Property.
Due Diligence Inspections. No later than three (3) Business Days after the Effective Date, each Seller shall deliver to Buyer accurate and complete copies of all of the information set forth on Exhibit “L” (collectively, the “Property Information”) related to such Seller’s Property, to the extent such information is within such Seller’s possession or available to such Seller under the terms of the OCOM North Lease or the OCOM South Lease (collectively the “Leases”), as applicable. All Property Information shall be delivered to Attention: Axxxxxx Xxxx, Chief Investment Officer, Global Medical REIT, address: 4000 Xxxxxxxxxx Xxxx, Xxxxx 450, Bethesda, Maryland 20814, telephone: (000) 000-0000, facsimile: (000) 000-0000, e-mail: AxxxxxxX@xxxxxxxxxxxxxxxxx.xxx.
Due Diligence Inspections. Prior to the execution of the Signal Documents, continuously up through and including the Closing Date, Signal has made such inspections, examinations and/or investigations of the TWTA Business, the operation, income and expenses thereof, the books and records relating thereto, and all other matters affecting or relating to the TWTA Business as Signal has deemed necessary. Signal has also had the opportunity to consult such professionals that Signal has deemed necessary and/or desirable in connection with this transaction. In entering into this Agreement, Signal acknowledges the disclaimer by LogiMetrics contained in Paragraph F(1) of Section VI hereof, and represents that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by LogiMetrics or any agent, employee or other representative of LogiMetrics or by any broker or any other person representing or purporting to represent LogiMetrics, which are not expressly set forth in this Agreement, whether or not any such representations, warranties or statements were made in writing or orally.
