Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not materially disturb the Tenants or materially interfere with the use of the Property pursuant to the Leases; materially interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of Purchaser's rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser's organization, except in accordance with the confidentiality standards set forth in Section 5.2(b) and Article XII. Purchaser will, and shall cause its contractors to, maintain comprehensive general liability (occurrence) insurance in the amount of not less than Three Million Dollars ($3,000,000) in respect to bodily injury (including death) and not less than Three Million Dollars ($3,000,000) for property damage and on terms reasonably satisfactory to Seller, and Workers' Compensation insurance in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property, in accordance with Section 5.1, Purchaser shall maintain (if applicable), and shall cause the relevant Licensee Parties to maintain, errors and omissions insurance and contractor's pollution liability insurance in an amount of not less than Two Million Dollars ($2,000,000) and on terms acceptable to Seller. In each case (other than with respect to Worker's Compensation insurance), such policies shall insure Seller, Purchaser, Xxxx-Xxxx Sub XVII, Inc., M-C Texas Management L.P. and such other parties as Seller shall reasonably request, and Purchaser shall deliver to Seller evidence of insurance verifying such coverage prior to entry upon the Real Property or Improvements. Purchaser shall also (i) promptly pay when due the costs of all entry and inspections and examinations done with regard to the Property; (ii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iii) at Seller's request, furnish to Seller any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (iv) restore the Real Property and Improvements to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertaken. (b) Purchaser hereby indemnifies, defends and holds Seller and its partners, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys' fees), arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, whether prior to or after the date hereof, with respect to the Property or any violation of the provisions of this Article V. (c) In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it does not want to proceed with the transaction as set forth in this Agreement, Purchaser shall have the right to terminate this Agreement by providing written notice to Seller prior to the expiration of the Evaluation Period. In the event Purchaser terminates this Agreement with respect to the Property in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other. In the event this Agreement is terminated, Purchaser shall return to Seller all copies Purchaser has made of the Documents and, provided that Seller pays for such reports, studies and test results, all copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser's inspection of the Property (collectively, "PURCHASER'S INFORMATION") promptly following the time this Agreement is terminated for any reason, provided that Seller acknowledges that any materials delivered to Seller by Purchaser pursuant to the provisions of this Section 5.3(c) shall be without warranty or representation whatsoever.
Appears in 3 contracts
Samples: Sale Agreement (Mack Cali Realty L P), Sale Agreement (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P)
Entry and Inspection Obligations; Termination of Agreement. (a) Purchaser agrees that in entering upon and inspecting or examining the Property, Purchaser and the other Licensee Parties will not materially unreasonably disturb the Tenants or materially interfere with the use of the Property pursuant to the Leases; materially unreasonably interfere with the operation and maintenance of the Real Property or Improvements; damage any part of the Property or any personal property owned or held by Tenants or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; or permit any liens to attach to the Real Property by reason of the exercise of Purchaser's ’s rights under this Article V; V. Purchaser will furnish or reveal or disclose any information obtained concerning the Property and the Documents cause to anyone outside Purchaser's organization, except in accordance with the confidentiality standards set forth in Section 5.2(b) and Article XII. Purchaser willbe furnished to Seller evidence of, and shall will cause its contractors toto be maintained and kept in effect, maintain comprehensive general liability without expense to Seller, at all times that any entry is made upon the Property:
(occurrence1) insurance against claims for personal injury (including death), and property damage, under a policy or policies of general public liability insurance of not less than One Million Dollars ($1,000,000) in respect to bodily injury (including death), and not less than Five Million Dollars ($5,000,000) of excess liability insurance, naming Seller and its mortgagee, if any, MCRLP and MCRC, as additional insureds; (2) adequate workers’ compensation insurance in statutory limits to cover employees of Purchaser and, to the amount extent applicable, any Licensee Parties that plan to enter onto the Real Property; and (3) if entry upon the Real Property is for purposes of any invasive testing or sampling, errors and omissions insurance and contractor’s pollution liability insurance of not less than Three Million Dollars ($3,000,000) ), naming Seller and its mortgagee, if any, MCRLP, and MCRC, as additional insureds. Each of the policies described in respect to bodily injury clauses (including death1) and (3) above shall be on an occurrence basis and not less than Three Million Dollars on a claims made basis and shall provide that such policy cannot be canceled without at least thirty ($3,000,00030) for property damage and on terms reasonably satisfactory days prior written notice to Seller, and Workers' Compensation each policy shall be issued by a recognized, responsible insurance company licensed to do business in statutory limits, and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property, in accordance with Section 5.1, Purchaser State of New York. Proof of payment of the premium of each policy and each replacement policy shall maintain (if applicable), and shall cause the relevant Licensee Parties to maintain, errors and omissions insurance and contractor's pollution liability insurance in an amount of not less than Two Million Dollars ($2,000,000) and on terms acceptable also be delivered to Seller. In each case (other than with respect to Worker's Compensation insurance), such policies shall insure Seller, Purchaser, Xxxx-Xxxx Sub XVII, Inc., M-C Texas Management L.P. and such other parties as Seller shall reasonably request, and Purchaser shall deliver to Seller evidence of insurance verifying such coverage prior to entry upon the Real Property or Improvements. Purchaser shall also shall: (i) promptly pay when due the costs of all entry and entry, inspections and examinations done with regard to the Property; (ii) cause any inspection to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; and (iii) at Seller's request, furnish to Seller restore any studies, reports or test results received by Purchaser regarding the Property, promptly after such receipt, in connection with such inspection; and (iv) restore portion of the Real Property and Improvements damaged by such inspections, testing, sampling, inspections and examination to the condition in which the same were found before any such entry upon the Real Property and inspection or examination was undertakendamage.
(b) Purchaser hereby indemnifies, defends and holds Seller and its partners, agents, directors, officers, employees, successors and assigns harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys' fees’ fees and expenses), arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee PartiesParties on the Property, whether prior to the date hereof or after the date hereofhereof and prior to Closing, with respect to the Property or any violation of the provisions of this Article V.V; provided, however, this indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely discovered by Purchaser (e.g., latent environmental contamination).
(c) In Prior to the event that Purchaser determines, after its inspection expiration of the Documents and Real Property and ImprovementsEvaluation Period, that Purchaser shall determine (in its sole discretion) whether it does not want wants to proceed with the transaction as transactions set forth in this Agreement. If Purchaser elects (in its sole discretion) to proceed with the transactions set forth in this Agreement, it shall do so by providing written notice to Seller of its election to proceed with the transactions set forth in this Agreement (such notice, a “Notice to Proceed”) by no later than 6:00 p.m. (Eastern Time) on the last day of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO. If Purchaser provides a Notice to Proceed to Seller, then Purchaser shall have no right to rescind such Notice to Proceed or to otherwise terminate this Agreement before the expiration of the Evaluation Period, except as otherwise expressly set forth in this Agreement. If Purchaser fails (for any reason or no reason whatsoever) to timely provide a Notice to Proceed to Seller, Purchaser shall be deemed to have elected not to proceed with the transactions set forth in this Agreement and this Agreement shall be thereby deemed to be terminated effective immediately prior to the expiration of the Evaluation Period. Without limiting the foregoing, Purchaser shall have the right to elect (in its sole discretion) to terminate this Agreement (for any or no reason whatsoever) at any time prior to the expiration of the Evaluation Period by providing Seller with a written termination notice to Seller that effect at any time prior to the expiration of the Evaluation Period. In the event Purchaser terminates this Agreement with respect to the Property terminates in accordance with this Section 5.3(c), or under any other right of termination as set forth herein, Purchaser shall have the right to receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereonDeposit within one (1) Business Day following any such termination, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each otherother hereunder. In the event this Agreement is terminatedterminated for any reason, upon written request from Seller, Purchaser shall promptly return to Seller or destroy with a written certification delivered to Seller that such documents have been destroyed all copies Purchaser has made of the Documents and, provided that except in the case of Seller’s default, upon written request from Seller, Purchaser to its knowledge, shall promptly deliver to Seller pays for such reportstrue and complete copies, studies and test resultswithout any representation or warranty by Purchaser, of all copies of any third party studies, reports or test results regarding any part of the Property obtained by Purchaser (excluding any studies, reports or test results which would be Protected Information with respect to Purchaser), before or after the execution of this Agreement, in connection with Purchaser's ’s inspection of the Property (collectively, "PURCHASER'S INFORMATION"“Purchaser’s Information”). Seller and Purchaser agree that any termination of either of the Other PSAs by the purchaser thereunder prior to the expiration of the evaluation period under such Other PSA shall automatically terminate this Agreement.
(d) promptly following In the time event that this Agreement is not terminated for pursuant to Section 5.3(c) above, then prior to the expiration of the Evaluation Period, Purchaser may notify Seller in writing of any reasonassignable warranties that Purchaser wants Seller to assign to Purchaser at or promptly after Closing and (y) any Service Contracts that Purchaser wants to terminate pursuant to Section 7.1(c), provided WITH TIME BEING OF THE ESSENCE WITH RESPECT TO SUCH NOTICE. Failure to provide a notice shall be deemed an election by Purchaser to take an assignment of all warranties and to not terminate any Service Contracts.
(e) The Right of Access and Confidentiality Agreement continues to govern and apply to all access to the Property, inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties, except that Seller acknowledges the terms and conditions of this Section 5.3 shall govern, apply and supersede to the extent of any express inconsistency with the terms and conditions of the Right of Access and Confidentiality Agreement, and in such case, such terms and conditions of this Section 5.3 shall relate back prior to the date of this Agreement to the date of the Right of Access and Confidentiality Agreement.
(f) In the event that any materials delivered Purchaser provides a Notice to Proceed to Seller by Purchaser pursuant to in accordance with the provisions of this Section 5.3(c) herein, Seller shall be without warranty or representation whatsoevercontinue to afford Purchaser reasonable access to the Property and the Documents in accordance with, and subject to, the terms hereof.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty L P)