Common use of Due Diligence Inspections Clause in Contracts

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. Purchaser (a) On the Effective Date, Seller shall make all Books and Records, and Plans and Specifications, which are in a Seller’s Possession, available at the Hotel or management company Corporate Office for Buyer’s inspection. Within five (5) days after the Effective Date, Seller shall deliver to Buyer copies of or make available to Buyer in a virtual data room copies of the Seller Due Diligence Materials described on Schedule 4.1.2(a), and Buyer shall have the right through Closing to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably Buyer deems advisableadvisable in its sole and absolute discretion, in accordance with this Section 4.1.2. Purchaser 4.1.2 and subject to any limitations set forth in this Section 4.1.2 Buyer may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (the “PurchaserBuyer’s Inspectors”); provided, however, that Purchaser Buyer shall cause the PurchaserBuyer’s Inspectors to comply with the provisions regarding Confidential Information set forth in Section 8.17.1. Seller shall provide reasonable access to the Property for PurchaserBuyer’s Inspectors to perform the Inspections; provided, however, that (ia) Purchaser Buyer shall provide Seller with at least twenty four forty eight (2448) hours hours’ prior notice of each of the Inspections; (iib) Purchaser’s Inspectors shall be accompanied by an employee, agent or representative of SellerSeller may accompany Buyer on any such Inspections; (iiic) the Inspections shall be conducted by PurchaserBuyer’s Inspectors on a Business Day between 10:00 a.m. and 5:00 p.m. (local time)during normal business hours; (ivd) Purchaserthe Inspections shall not unreasonably interfere with the Business, and Buyer’s Inspectors shall comply with Seller’s reasonable requests respecting the Inspections to minimize such interference; (e) Buyer’s right to perform the Inspections shall be subject to the rights of tenants, guests and members at the Hotel; and (f) Buyer’s Inspectors shall not perform any drilling, coring or other invasive testing, without Seller’s prior written consent, which consent may be withheld or conditioned by Seller in Seller’s its sole discretion. Any Buyer request to Seller for permission to conduct any such intrusive testing shall be in writing and shall be accompanied by a written scope of the intended work in sufficient detail to allow Seller to reasonably evaluate the request. Buyer shall be responsible for all costs and fees associated with its investigation and review of the Property. Buyer shall conduct and to cause Buyer’s Representatives to conduct its inspections and reviews (1) in a safe and professional manner; (v2) Purchaser’s right so as not to perform create any dangerous or hazardous condition on the Inspections shall Property; (3) in compliance with all applicable laws; (4) only after obtaining all permits required to be subject to the rights of tenants, guests and customers at the Hotelobtained respecting such inspections; and (vi5) in a manner that does not cause any damage, loss, cost or expense to, or claims against Seller or the Inspections Property. Buyer shall promptly repair any damage or disturbance Buyer or Buyer’s Representatives shall cause to the Property, and further Buyer agrees to indemnify, defend and hold harmless Seller and the “Seller Parties” (hereafter defined) from any and all liability, claims, demands, damages and costs (including attorneys’ fees and expenses) resulting from the activities of Buyer, Buyer’s Inspectors, or the Buyer’s Representatives upon the Property and from and against all mechanics’, materialmen’s or other liens resulting from the conduct of Buyer, Buyer’s Inspectors, or the Buyer’s Representatives upon the Property, excluding any pre-existing conditions not unreasonably interfere exacerbated by Buyer, Buyer’s Inspectors or Buyer’s Representatives. Buyer’s obligations under this Section shall survive termination of this Agreement. (b) Without limiting the generality of the provisions in Section 7.1, Buyer shall be permitted to communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter respecting the Property or the Business, provided that Buyer shall give prior written notice to Seller and Purchaser’s Inspectors provided the communication does not involve the disclosure of any information or the existence of any report obtained via or prepared in connection with an Inspection, unless approved by Seller. (c) Without limiting the generality of the provisions in Section 7.1, Buyer shall comply with Seller’s requests with respect not, prior to the Inspections to minimize such interferenceClosing, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person (including, without limitation, Buyer’s Inspectors), directly or indirectly, communicate with any Employee or Person representing any Employee involving any matter respecting the Property or the Business, the Employee or this Agreement without obtaining the prior consent of Seller thereto, which consent shall not be unreasonably withheld or delayed, except with the Hotel general manager and director of sales.

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 advisableadvisable until the Closing Date, in accordance with this Section 4.1.2IV.A.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 of Section 8.1. VIII.A. 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) at Seller’s election, 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 shall not be withheld in Seller’s sole discretionunreasonably withheld, conditioned, or delayed; (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 reasonable requests with respect to the Inspections to minimize such interference.

Due Diligence Inspections. Purchaser shall have the right to perform such additional examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisableadvisable until the Closing Date, 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 of 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 one (241) hours Business Day’s prior notice of each of the Inspections; (ii) at Seller’s election, 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), or as otherwise agreed by Seller; (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 or conditioned 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 reasonable requests with respect 16 AUS-6206654-10 6055890/60 to the Inspections to minimize such interference. Notwithstanding Purchaser’s right to conduct Inspections from the Effective Date until the Closing Date, Purchaser shall have no right to terminate this Agreement based on such Inspections.

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 4.1.24.2 prior to the end of the Due Diligence Period (it being agreed that Inspections after the Due Diligence Period shall be governed by the provisions of Section 8.12). Purchaser may conduct the Inspections with its legal, accounting and other advisors, through each of their respective 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 (which may be telephonic or by email) of each of the Inspections; (ii) Purchaser’s Inspectors shall shall, if required by Seller, be accompanied by an employee, agent or representative of SellerSeller or Manager; (iii) the Inspections shall be conducted by Purchaser’s Inspectors shall use commercially reasonable efforts to conduct the Inspections on a Business Day between 10:00 a.m. and 5:00 p.m. (local time)) unless otherwise approved by Seller; (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 discretiondiscretion prior to the end of the Due Diligence Period; (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 reasonable requests with respect to the Inspections to minimize such interference.

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 4.1.24.2, prior to the end of the Due Diligence Period (it being agreed that Inspections after the Due Diligence Period shall be governed by the provisions of Section 8.12). Purchaser may conduct the Inspections with its legal, accounting and other advisors, through each of their respective 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 (ia) Purchaser shall provide Seller with at least twenty four (24) hours prior notice (which may be telephonic or by email) of each of the Inspections; (iib) Purchaser’s Inspectors shall shall, if required by Seller, be accompanied by an employee, agent or representative of SellerSeller or Manager; (iiic) the Inspections shall be conducted by Purchaser’s Inspectors shall use commercially reasonable efforts to conduct the Inspections on a Business Day between 10:00 a.m. and 5:00 p.m. (local time)) unless otherwise approved by Seller; (ivd) 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; (ve) Purchaser’s right to perform the Inspections shall be subject to the rights of tenants, guests and customers at the Hotel; and (vif) the Inspections shall not unreasonably interfere with the Business, and Purchaser’s Inspectors shall comply with Seller’s reasonable requests with respect to the Inspections to minimize such interference.

Due Diligence Inspections. The Purchaser Parties shall have the right to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as the Purchaser Parties reasonably deems deem advisable, in accordance with this Section 4.1.23(a)(ii). The Purchaser Parties may conduct the Inspections with its their officers, employees, contractors, consultants, agents or representatives (“Purchaser’s Purchaser Parties’ Inspectors”); provided, however, that the Purchaser Parties shall cause the Purchaser’s Purchaser Parties’ Inspectors to comply with the provisions regarding Confidential Information set forth in Section 8.118(n)(ii). The Seller Parties shall cause OwnerCo LLC and Operating Tenant to provide reasonable access to the Property for Purchaser’s Purchaser Parties’ Inspectors to perform the Inspections; provided, however, that (i1) the Purchaser Parties shall provide the Seller Parties or Manager with at least twenty four (24) hours hours’ prior notice (via e-mail or telephone being acceptable for such purpose, anything herein contained to the contrary notwithstanding) of each of the Inspections; (ii2) Purchaser’s Purchaser Parties’ Inspectors shall be accompanied by an employee, agent or representative of Sellerthe Seller Parties, Manager or Broker; (iii3) the Inspections shall be conducted by Purchaser’s Purchaser Parties’ Inspectors on a Business Day between 10:00 8:00 a.m. and 5:00 6:00 p.m. (local time); (iv4) Purchaser’s Purchaser Parties’ Inspectors shall not perform any drilling, coring or other invasive testing, without Seller’s the Seller Parties’ prior written consent, which consent may shall not be withheld in Seller’s sole discretionunreasonably withheld; (v5) Purchaser’s the Purchaser Parties’ right to perform the Inspections shall be subject to the rights of Manager and the tenants, guests and customers at the Hotel; and (vi6) the Inspections shall not unreasonably interfere with the Businessoperation of the Hotel, and Purchaser’s Purchaser Parties’ Inspectors shall comply with Seller’s the Seller Parties’ requests with respect to the Inspections to minimize such interference.

Due Diligence Inspections. Purchaser shall have the right through Closing to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisableadvisable in its sole and absolute discretion, in accordance with this Section 4.1.2. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (the “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 8.18.1 hereof. Seller shall provide reasonable access to the Property for Purchaser’s Inspectors to perform the Inspections; provided, however, that that: (i) Purchaser shall provide Seller with at least twenty four (24) hours hours’ prior notice of each of the Inspections; (ii) Purchaser’s Inspectors shall be accompanied by an employee, agent or representative of SellerSeller may accompany Purchaser on any such Inspections; (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)during normal business hours; (iv) Purchaser’s Inspectors shall not perform any drilling, coring or other invasive testing, without Seller’s prior written consent, which consent may shall not be withheld in Seller’s sole discretionunreasonably withheld; (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 reasonable requests with respect to the Inspections to minimize such interference.

Due Diligence Inspections. From and after the Effective Date and until Closing or the earlier termination of this Agreement, 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 of 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 hours’ prior notice of each of the Inspections; (ii) at Seller’s election, 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 granted or withheld in Seller’s sole and absolute 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 reasonable requests with respect to the Inspections to minimize such interference.

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 may be accompanied by an employee, agent or representative of Seller, at Seller’s election; (iii) the Inspections shall be conducted by Purchaser’s Inspectors on a Business Day between 10:00 8:00 a.m. and 5:00 6:00 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 not be withheld in Seller’s sole discretionbad faith; (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 reasonable requests with respect to the Inspections to minimize such interference.

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 8.17.1. 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 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, which Seller shall make available; (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)during business hours; (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 it its 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. Purchaser shall have the right through Closing to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisableadvisable in its sole and absolute discretion, in accordance with this Section 4.1.2. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (the “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 8.18.1 hereof. Seller shall provide reasonable access to the Property for Purchaser’s Inspectors to perform the Inspections; provided, however, that that: (i) Purchaser shall provide Seller with at least twenty four (24) hours hours’ prior notice of each of the Inspections; (ii) Purchaser’s Inspectors shall be accompanied by an employee, agent or representative of SellerSeller may accompany Purchaser on any such Inspections; (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)during normal business hours; (iv) Purchaser’s Inspectors shall not not, except in connection with the Carlisle Environmental Due Diligence, perform any drilling, coring or other invasive testing, without Seller’s prior written consent, which consent may shall not be withheld in Seller’s sole discretionunreasonably withheld; (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 reasonable requests with respect to the Inspections to minimize such interference.

Due Diligence Inspections. Purchaser shall have the right to perform such additional examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisableadvisable until the Closing Date, 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 of 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 one (241) hours Business Day’s prior notice of each of the Inspections; (ii) at Seller’s election, 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), or as otherwise agreed by Seller; (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 or conditioned 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 reasonable requests with respect AUS-6206654-10 6055890/60 to the Inspections to minimize such interference. Notwithstanding Purchaser’s right to conduct Inspections from the Effective Date until the Closing Date, Purchaser shall have no right to terminate this Agreement based on such Inspections.