Entry onto Property. Buyer’s Representatives shall assume all risks involved in entering the Properties under this ARTICLE VI. Buyer and Buyer’s Representatives acknowledge and agree that inspections and testing pursuant to Section 6.1 shall not involve any invasive or destructive testing of the Properties. Seller shall have the right and opportunity to be present at all Buyer Inspections and Buyer Environmental Investigations. Buyer and Buyer’s Representatives shall not visit any of the Properties without Seller’s written consent, nor shall they engage in conversations with employees of the Company. Buyer agrees to use, and to cause Buyer’s Representatives to use, reasonable care in conducting Buyer Inspections and Buyer Environmental Investigations and upon completion return the Properties to their condition immediately prior to such inspection. Buyer agrees to maintain and cause any of Buyer’s Representatives entering upon any Property or otherwise conducting any Buyer Inspections or Buyer Environmental Investigation to maintain and have in effect commercial general liability insurance with a per occurrence limit of at least Two Million Dollars ($2,000,000) and an aggregate limit of at least Five Million Dollars ($5,000,000). Such insurance shall name the Company as an additional insured, shall be primary and non-contributing with any other insurance available to or maintained by the Company and shall contain a full waiver of subrogation clause. Buyer shall deliver to Seller a copy of the certificates of insurance evidencing the insurance required hereunder prior to the commencement of any Buyer Inspection or Buyer Environmental Investigation, which certificates shall indicate that insurance coverage shall not be terminated or modified without at least thirty (30) days’ prior written notice to Seller. If any mechanics’ or other lien is recorded against the Properties, as a result of Buyer’s or Buyer’s Representatives activities on or inspection of the Properties, Buyer shall be liable to pay the lien or post any bond necessary to discharge the lien of record within fifteen (15) days after receiving notice of the lien’s recording. Buyer hereby agrees to indemnify, defend and hold Seller and the Seller-Related Parties harmless from and against any and all actions, claims, damages, liabilities, losses, costs and/or expenses (including, without limitation, reasonable attorneys’ fees and expenses), if any, arising from (a) injury to persons or damage to Property, (b) any liens or claims of liens against the Property or any portions thereof, arising from any Buyer Inspection or Buyer Environmental Investigation, (c) any Environmental Liabilities caused by performance of any Buyer Inspection or Buyer Environmental Investigation, and (d) any breach by Buyer or Buyer’s Representative of this Section 6.7. The foregoing indemnity shall survive the Closing and any termination of this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Susser Petroleum Partners LP), Purchase and Sale Agreement
Entry onto Property. Notwithstanding anything contained herein to the contrary, Buyer, its contractors and/or agents, may only enter onto the Property during the term of this Agreement provided Buyer has obtained the prior authorization of Seller, which includes authorization from Mxxx Xxxxxxx (except as it relates to Seller’s Representatives shall assume consent required by Section 6.3.1, which requires consent of all risks involved members of American Storage Properties North LLC), and then only in entering the Properties under this ARTICLE VI. Buyer and Buyer’s Representatives acknowledge and agree that inspections and testing pursuant to Section 6.1 shall not involve any invasive company of Seller or destructive testing of the Propertiesits agents, which includes Mxxx Xxxxxxx. Seller shall have respond to Buyer’s requests for authorization to enter onto the right Property within a reasonable period of time, and opportunity shall cooperate with Buyer in good faith to make arrangements for Seller or its agents to so accompany Buyer, its contractors and/or agents. Buyer’s inspection rights shall be present at all Buyer Inspections subject to the rights of the tenant(s), including without limitation, rights of quiet enjoyment, and Buyer Environmental Investigations. Buyer and Buyeragrees that it will not unreasonably interfere with any tenant or contractor on the Property or Seller’s Representatives shall not visit any operation of the Properties without Property. Prior to Buyer entering onto the Property, Buyer and/or its agents or contractors shall obtain and keep in full force and effect, insurance as set forth, with Seller listed as certificate holder and naming Seller and its wholly-owned affiliates, subsidiaries, and agents as additional insureds on the Commercial General Liability and Business Automobile insurance policies, and shall provide Seller with certificates of insurance satisfactory to Seller evidencing such insurance. Type Limits Worker’s Compensation/Employer’s Liability Statutory/$500,000 Commercial General Liability $1,000,000/occurrence $2,000,000/aggregate Business Automobile Liability $1,000,000 Combined Single Limit In addition, if Buyer chooses to conduct any invasive environmental investigation of the Property, Buyer must first receive Seller’s written consent, nor such consent to be in the form of an Invasive Access Agreement entered into between Buyer and Seller and, prior to any invasive testing occurring, Buyer must furnish to Seller, at Buyer’s expense, a certificate of insurance satisfactory to Seller with Seller listed as a certificate holder and naming Seller and its wholly-owned affiliates, subsidiaries, and agents as additional insureds, evidencing that Buyer, and/or its agents or contractors, have the following insurance in full force and effect meeting the requirements set forth below: Type Limits Professional Liability (including Pollution Coverage) $1,000,000/occurrence $1,000,000/aggregate Contractor’s Pollution Liability $3,000,000/occurrence $3,000,000/aggregate The aforesaid coverages shall they engage be maintained throughout the term of this Agreement. Furthermore, any coverage written on a “Claims-Made” basis shall be kept in conversations force, either by renewal or the purchase of an extended reporting period, for a minimum period of one (1) year following the Closing or other termination of this Agreement. Such insurance shall be issued by an insurer with employees an A.M. Best financial strength and size rating of “A-/XV” or better. Nothing herein contained shall in any way limit Buyer’s liability under this Agreement or otherwise. Buyer shall observe, and cause its agents and contractors to observe, all appropriate safety precautions in conducting Buyer’s inspection of the CompanyProperty and perform all work and cause its agents and contractors to perform all work, in such a manner so as not to cause any damage to the Property, injury to any person or to the environment, or interference with any ongoing operations at the Property. Buyer shall indemnify, defend, and hold Seller and its wholly-owned affiliates, subsidiaries, agents, employees, officers, directors, trustees, or other representatives of Seller (collectively, the “Indemnified Parties”) harmless from and against any losses, damages, expenses, liabilities, claims, demands, and causes of action (together with any legal fees and other expenses incurred by any of the Indemnified Parties in connection therewith, but specifically excluding consequential damages), resulting directly from, or in connection with, any inspection of or other entry upon the Property (including any investigation of the Property necessary for completion of Buyer’s Environmental Report and any entry onto the Property with the authorization of Seller) by Buyer, or its agents, employees, contractors, or other representatives, including, without limitation, any losses, damages, expenses, liabilities, claims, demands, and causes of action resulting, or alleged to be resulting, from injury or death of persons, or damage to the Property or any other property, or mechanic’s or materialmen’s liens placed against the Property in connection with Buyer’s inspection thereof. Buyer agrees to usepromptly repair any damage to the Property directly caused by any acts of Buyer, or its agents or contractors, and to cause restore the Property to the condition that existed prior to Buyer’s Representatives entry. Notwithstanding the foregoing, Buyer shall have no liability or obligation with respect to use, reasonable care in conducting Buyer Inspections and Buyer Environmental Investigations and upon completion return any adverse condition which existed at the Properties to their condition immediately Property prior to Buyer’s inspection, except to the extent Buyer’s inspection exacerbates such inspectionadverse condition. This Section shall survive Closing or other termination of this Agreement for nine (9) months. Buyer agrees to maintain and cause any of Buyer’s Representatives entering upon any Property or otherwise conducting any Buyer Inspections or Buyer Environmental Investigation to maintain and have in effect commercial general liability insurance with a per occurrence limit of provide Seller written notice at least Two Million Dollars ($2,000,000) and an aggregate limit of at least Five Million Dollars ($5,000,000). Such insurance shall name the Company as an additional insured, shall be primary and non-contributing with any other insurance available to or maintained by the Company and shall contain a full waiver of subrogation clause. Buyer shall deliver to Seller a copy of the certificates of insurance evidencing the insurance required hereunder prior to the commencement of any Buyer Inspection or Buyer Environmental Investigation, which certificates shall indicate that insurance coverage shall not be terminated or modified without at least thirty (30) days’ prior written notice to Seller. If any mechanics’ or other lien is recorded against the Properties, as a result of Buyer’s or Buyer’s Representatives activities on or inspection of the Properties, Buyer shall be liable to pay the lien or post any bond necessary to discharge the lien of record within fifteen (15) days after receiving notice before Closing indicating which employees of Seller’s management company Buyer will hire. Seller shall cause the lien’s recordingmanagement company to terminate all employees as of Closing. Buyer hereby agrees shall not be responsible for wages, bonuses, vacation pay, sick pay and health benefits on any employees which accrue prior to indemnify, defend and hold Seller and the Seller-Related Parties harmless from and against any and all actions, claims, damages, liabilities, losses, costs and/or expenses (including, without limitation, reasonable attorneys’ fees and expenses), if any, arising from (a) injury to persons or damage to Property, (b) any liens or claims of liens against the Property or any portions thereof, arising from any Buyer Inspection or Buyer Environmental Investigation, (c) any Environmental Liabilities caused by performance of any Buyer Inspection or Buyer Environmental Investigation, and (d) any breach by Buyer or Buyer’s Representative of this Section 6.7. The foregoing indemnity shall survive the Closing and any termination of this AgreementDate.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Acadia Realty Trust)
Entry onto Property. Notwithstanding anything contained herein to the ------------------- contrary, Buyer’s Representatives shall assume all risks involved , its contractors and/or agents, may only enter onto the Property during the Inspection Period, provided Buyer has obtained the prior authorization of Seller, and then only in entering the Properties under this ARTICLE VI. Buyer and Buyer’s Representatives acknowledge and agree that inspections and testing pursuant to Section 6.1 shall not involve any invasive company of Seller or destructive testing of the Propertiesits agents. Seller shall have respond to Buyer's requests for authorization to enter onto the right Property within a reasonable period of time, and opportunity shall cooperate with Buyer in good faith to make arrangements for Seller or its agents to so accompany Buyer, its contractors and/or agents. Buyer's inspection rights shall be present at all Buyer Inspections subject to the rights of the tenant(s), including without limitation, rights of quiet enjoyment, and Buyer Environmental Investigations. Buyer and Buyer’s Representatives shall agrees that it will not visit unreasonably interfere with any tenant(s), contractors on the Property, or Seller's operation of the Properties without Property. Upon Buyer's execution of this Agreement, Buyer or its agents or contractors, shall obtain and keep in full force and effect, insurance as set forth below, naming Seller and its wholly owned subsidiaries and agents, as additional insureds on the Commercial General Liability and Business Automobile insurance policies, and shall provide Seller with certificates of insurance satisfactory to Seller evidencing such insurance Type Limits ---- ------ Worker's Compensation/Employer's Liability Statutory/$500,000 Commercial General Liability $1,000,000/occurrence $1,000,000/aggregate Business Automobile Liability $1,000,000 Combined Single Limit In addition, in the event Buyer chooses to conduct any invasive environmental investigation of the Property, Buyer must first receive Seller’s 's prior written consent, nor shall they engage in conversations with employees of the Company. Buyer agrees to use, and to cause Buyer’s Representatives to use, reasonable care in conducting Buyer Inspections and Buyer Environmental Investigations and upon completion return the Properties to their condition immediately prior to such inspection. any invasive testing occurring, Buyer agrees must furnish to maintain Seller, at Buyer's expense, a certificate of insurance satisfactory to Seller, naming Seller and cause any of its wholly owned subsidiaries and agents as additional insureds, evidencing that Buyer’s Representatives entering upon any Property , and/or its agents or otherwise conducting any Buyer Inspections or Buyer Environmental Investigation to maintain contractors, have the following insurance in full force and have in effect commercial general liability insurance with a per meeting the requirements set forth below : Type Limits ---- ------ Professional Liability $1,000,000/occurrence limit of at least Two Million Dollars (including Pollution Coverage) $2,000,000) and an 1,000,000/aggregate limit of at least Five Million Dollars (Contractor's Pollution Liability $5,000,000). Such insurance shall name the Company as an additional insured, /occurrence $5,000,000/aggregate The aforesaid coverages shall be primary and nonmaintained throughout the term of this Agreement. Furthermore, any coverage written on a "Claims-contributing with Made" basis shall be kept in force, either by renewal or the purchase of an extended reporting period, for a minimum period of one (1) year following the termination of this Agreement. Nothing herein contained shall in any other insurance available to way limit Buyer's liability under this Agreement or maintained by the Company and shall contain a full waiver of subrogation clauseotherwise. Buyer shall deliver observe, and cause its agents and/or contractors to Seller a copy of the certificates of insurance evidencing the insurance required hereunder prior to the commencement of any Buyer Inspection or Buyer Environmental Investigationobserve, which certificates shall indicate that insurance coverage shall not be terminated or modified without at least thirty (30) days’ prior written notice to Seller. If any mechanics’ or other lien is recorded against the Properties, as a result of all appropriate safety precautions in conducting Buyer’s or Buyer’s Representatives activities on or 's inspection of the PropertiesProperty and perform all work and cause its agents and/or contractors to perform all work, in such a manner so as not to cause any damage to the Property, injury to any person or to the environment, or interference with any ongoing operations at the Property. Buyer shall be liable to pay the lien or post any bond necessary to discharge the lien of record within fifteen (15) days after receiving notice of the lien’s recording. Buyer hereby agrees to indemnify, defend defend, and hold Seller and its wholly owned subsidiaries, agents, employees, officers, directors, trustees, or other representatives of Seller (collectively, the Seller-Related Parties "Indemnified Parties") harmless from and against any and all actionslosses, damages, expenses, liabilities, claims, damagesdemands, liabilitiesand causes of action (together with any legal fees and other expense incurred by any of the Indemnified Parties in connection therewith), lossesresulting directly or indirectly from, costs and/or expenses or in connection with, any inspection of or other entry upon the Property (including any investigation of the Property necessary for completion of Buyer's Environmental Report and any entry onto the Property with the authorization of Seller) by Buyer, or its agents, employees, contractors, or other representatives, including, without limitation, reasonable attorneys’ fees any losses, damages, expenses, liabilities, claims, demands, and expenses)causes of action resulting, if anyor alleged to be resulting, arising from (a) injury to persons or death of persons, or damage to Property, (b) any liens or claims of liens against the Property or any portions other property, or mechanic's or materialmen's liens placed against the Property in connection with Buyer's inspection thereof, arising from . Buyer agrees to promptly repair any Buyer Inspection damage to the Property directly or Buyer Environmental Investigation, (c) any Environmental Liabilities indirectly caused by performance any acts of any Buyer Inspection Buyer, or Buyer Environmental Investigationits agents, and/or contractors, and (d) any breach by Buyer or to restore the Property to the condition that 13 existed prior to Buyer’s Representative of this 's entry. This Section 6.7. The foregoing indemnity shall survive the Closing and any or other termination of this Agreement.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Wells Real Estate Investment Trust Inc)
Entry onto Property. Notwithstanding anything contained herein to the contrary, Buyer’s Representatives shall assume all risks involved , its contractors and/or agents, may only enter onto the Property during the Inspection Period, provided Buyer has obtained the prior authorization of Seller, and then only in entering the Properties under this ARTICLE VI. Buyer and Buyer’s Representatives acknowledge and agree that inspections and testing pursuant to Section 6.1 shall not involve any invasive company of Seller or destructive testing of the Propertiesits agents. Seller shall have respond to Buyer’s requests for authorization to enter onto the right Property within a reasonable period of time, and opportunity shall cooperate with Buyer in good faith to make arrangements for Seller or its agents to so accompany Buyer, its contractors and/or agents. Buyer’s inspection rights shall be present at all Buyer Inspections subject to the rights of the tenant(s), including without limitation, rights of quiet enjoyment, and Buyer Environmental Investigationsagrees that it will not unreasonably interfere with any tenant or contractor on the Property or Seller’s operation of the Property. Buyer and Upon Buyer’s Representatives execution of this Agreement, Buyer and/or its agents or contractors shall not visit any of continue to obtain and keep in full force and effect, insurance as set forth below pursuant to the Properties without Seller’s written consentA&C Agreement, nor shall they engage in conversations with employees of the Company. Buyer agrees to useSeller listed as certificate holder and naming Seller and its wholly-owned affiliates, subsidiaries, and to cause Buyer’s Representatives to useagents as additional insureds on the Commercial General Liability and Business Automobile insurance policies, reasonable care in conducting Buyer Inspections and Buyer Environmental Investigations and upon completion return the Properties to their condition immediately prior to such inspection. Buyer agrees to maintain and cause any of Buyer’s Representatives entering upon any Property or otherwise conducting any Buyer Inspections or Buyer Environmental Investigation to maintain and have in effect commercial general liability insurance with a per occurrence limit of at least Two Million Dollars ($2,000,000) and an aggregate limit of at least Five Million Dollars ($5,000,000). Such insurance shall name the Company as an additional insured, shall be primary and non-contributing with any other insurance available to or maintained by the Company and shall contain a full waiver of subrogation clause. Buyer shall deliver to provide Seller a copy of the with certificates of insurance satisfactory to Seller evidencing such insurance. The aforesaid coverages shall be maintained throughout the insurance required hereunder prior to the commencement term of any Buyer Inspection or Buyer Environmental Investigation, which certificates shall indicate that insurance coverage shall this Agreement and may not be cancelled or terminated or modified by the insurer without at least thirty (30) days’ prior days advance written notice to Seller. If Furthermore, any mechanics’ coverage written on a “Claims-Made” basis shall be kept in force, either by renewal or the purchase of an extended reporting period, for a minimum period of one (1) year following the Closing or other lien is recorded against the Properties, as a result termination of this Agreement. Such insurance shall be issued by an insurer with an A.M. Best financial strength and size rating of “A-/XV” or better. Nothing herein contained shall in any way limit Buyer’s liability under this Agreement or otherwise. Buyer shall observe, and cause its agents and contractors to observe, all appropriate safety precautions in conducting Buyer’s Representatives activities on or inspection of the PropertiesProperty and perform all work and cause its agents and contractors to perform all work, in such a manner so as not to cause any damage to the Property, injury to any person or to the environment, or interference with any ongoing operations at the Property. Buyer shall be liable to pay the lien or post any bond necessary to discharge the lien of record within fifteen (15) days after receiving notice of the lien’s recording. Buyer hereby agrees to indemnify, defend defend, and hold Seller and its wholly-owned affiliates, subsidiaries, agents, employees, officers, directors, trustees, or other representatives of Seller (collectively, the Seller-Related Parties “Indemnified Parties”) harmless from and against any and all actionslosses, damages, expenses, liabilities, claims, damagesdemands, liabilitiesand causes of action (together with any legal fees and other expense incurred by any of the Indemnified Parties in connection therewith), lossesresulting directly or indirectly from, costs and/or expenses or in connection with, any inspection of or other entry upon the Property (including any investigation of the Property necessary for completion of Buyer’s Environmental Report and any entry onto the Property with the authorization of Seller) by Buyer, or its agents, employees, contractors, or other representatives, including, without limitation, reasonable attorneys’ fees any losses, damages, expenses, liabilities, claims, demands, and expenses)causes of action resulting, if anyor alleged to be resulting, arising from (a) injury to persons or death of persons, or damage to Property, (b) any liens or claims of liens against the Property or any portions other property, or mechanic’s or materialmen’s liens placed against the Property in connection with Buyer’s inspection thereof, arising from . Buyer agrees to promptly repair any Buyer Inspection damage to the Property directly or Buyer Environmental Investigation, (c) any Environmental Liabilities indirectly caused by performance any acts of any Buyer Inspection Buyer, or Buyer Environmental Investigationits agents or contractors, and (d) any breach by Buyer or to restore the Property to the condition that existed prior to Buyer’s Representative of this entry. Notwithstanding the foregoing, Buyer shall have no liability or obligation with respect to any adverse condition which existed at the Property prior to Buyer’s inspection, except to the extent Buyer’s inspection exacerbates such adverse condition. This Section 6.7. The foregoing indemnity shall survive the Closing and any or other termination of this Agreement.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Entry onto Property. Buyer’s Representatives , its contractors and/or agents, may not enter onto the Property prior to the Approval Date without the prior authorization of Seller. Seller shall assume all risks involved use good faith efforts to respond to Buyer's requests for authorization to enter onto the Property within twenty-four hours. Buyer may only enter onto the Property in entering the Properties under this ARTICLE VIcompany of Seller or its agents, and Seller shall cooperate with Buyer in good faith to make arrangements for Seller, or its agents, to accompany Buyer if Buyer elects to enter upon the Property. Prior to any entry onto the Property, Buyer shall furnish to Seller, at Buyer's expense, satisfactory certificates of insurance listing Seller as an additional insured with respect to insurance coverages and limits as reasonably requested by Seller. Buyer and its agents shall observe all appropriate safety precautions in conducting Buyer’s Representatives acknowledge and agree that inspections and testing pursuant to Section 6.1 shall not involve any invasive or destructive testing 's inspection of the Properties. Seller Property and shall have be responsible for performing and causing its contractors and/or agents to perform, all work, in such a manner so as not to cause any damage to the right and opportunity Property, injury to be present any person or to the environment, or unreasonable interference with any ongoing operations at all Buyer Inspections and Buyer Environmental Investigations. Buyer and Buyer’s Representatives shall not visit any of the Properties without Seller’s written consent, nor shall they engage in conversations with employees of the CompanyProperty. Buyer agrees to use, and promptly repair any damage to cause Buyer’s Representatives to use, reasonable care in conducting Buyer Inspections and Buyer Environmental Investigations and upon completion return the Properties to their condition immediately prior to such inspection. Buyer agrees to maintain and cause Property directly or indirectly caused by any acts of Buyer’s Representatives entering upon any Property or otherwise conducting any Buyer Inspections or Buyer Environmental Investigation to maintain and have in effect commercial general liability insurance with a per occurrence limit of at least Two Million Dollars ($2,000,000) and an aggregate limit of at least Five Million Dollars ($5,000,000). Such insurance shall name the Company as an additional insured, shall be primary and non-contributing with any other insurance available to or maintained by the Company and shall contain a full waiver of subrogation clauseits contractors and/or agents. Buyer shall deliver restore the Property to Seller a copy of substantially the certificates of insurance evidencing the insurance required hereunder condition that existed prior to the commencement entry, except for damage caused by the negligence of any Buyer Inspection or Buyer Environmental InvestigationSeller and Seller's employees, which certificates shall indicate that insurance coverage shall not be terminated or modified without at least thirty (30) days’ prior written notice to Selleragents and representatives. If any mechanics’ or other lien is recorded against the Properties, as a result of Buyer’s or Buyer’s Representatives activities on or inspection of the Properties, Buyer shall be liable to pay the lien or post any bond necessary to discharge the lien of record within fifteen (15) days after receiving notice of the lien’s recording. Buyer hereby agrees to indemnify, defend and hold Seller and the Seller-Related Parties 's Indemnitees harmless from and against any and all actionslosses, damages, expenses, liabilities, claims, damagesdemands and causes of action (together with any reasonable legal fees, liabilitiesengineering and other professional or expert fees and other actual and direct out of pocket expense incurred by Seller in connection therewith), lossesresulting directly or indirectly from, costs and/or expenses or in connection with, any inspection of or other entry upon the Property (including any investigation of the Property necessary for completion of Buyer's Environmental Report and any entry onto the Property with the authorization of Seller) by Buyer, or its agents, employees, contractors or other representatives, including, without limitation, reasonable attorneys’ fees any losses, damages, expenses, liabilities, claims, demands and expenses)causes of action resulting, if anyor alleged to be resulting, arising from (a) injury to persons or death of persons, or damage to Property, (b) any liens or claims of liens against the Property or any portions other property, or mechanic's or construction liens and encumbrances placed against the Property in connection with Buyer's inspection thereof, arising from any Buyer Inspection or Buyer Environmental Investigation, (c) any Environmental Liabilities caused by performance of any Buyer Inspection or Buyer Environmental Investigation, and (d) any breach by Buyer or Buyer’s Representative of this . This Section 6.7. The foregoing indemnity shall survive the Closing and any or termination of this Agreement.. 6.4
Appears in 1 contract
Samples: Real Estate Purchase Agreement (General Growth Properties Inc)
Entry onto Property. Buyer’s Representatives shall assume all risks involved in entering the Properties under this ARTICLE VI. Buyer and Buyer’s Representatives acknowledge and agree that inspections and testing pursuant to Section 6.1 shall not involve any invasive or destructive testing As of the Properties. Seller Effective Date, and until the Closing or earlier termination of this Agreement, Buyer, its contractors, and/or agents shall have the right to enter upon the Property upon prior notice to Seller, and opportunity to be present at all Buyer Inspections and Buyer Environmental Investigations. Buyer and Buyer’s Representatives shall not visit interview any of the Properties without Seller’s written consent, nor shall they engage in conversations with on-site manager and/or employees of the Companycurrent management firm. Seller will provide Buyer agrees and its representatives with reasonable access to useany on-site manager and/or employees of the current management firm. Buyer, its contractors, and/or agents will enter upon the Property during normal business hours unless otherwise mutually agreed by Buyer and to cause Seller. Buyer, its contractors, and/or agents shall observe appropriate safety precautions in conducting Buyer’s Representatives to use, reasonable care in conducting Buyer Inspections and Buyer Environmental Investigations and upon completion return inspection of the Properties to their condition immediately prior to such inspection. Buyer agrees to maintain and cause any of Buyer’s Representatives entering upon any Property or otherwise conducting any Buyer Inspections or Buyer Environmental Investigation to maintain and have in effect commercial general liability insurance with a per occurrence limit of at least Two Million Dollars ($2,000,000) and an aggregate limit of at least Five Million Dollars ($5,000,000). Such insurance shall name the Company as an additional insured, shall be primary and non-contributing with any other insurance available to or maintained by the Company and shall contain a full waiver of subrogation clauseProperty. Buyer shall deliver to Seller a copy of the certificates of insurance evidencing the insurance required hereunder prior to the commencement of any Buyer Inspection or Buyer Environmental Investigation, which certificates shall indicate that insurance coverage shall not be terminated or modified without at least thirty (30) days’ prior written notice to Seller. If any mechanics’ or other lien is recorded against the Properties, as a result of Buyer’s or Buyer’s Representatives activities on or inspection of the Properties, Buyer shall be liable to pay the lien or post any bond necessary to discharge the lien of record within fifteen (15) days after receiving notice of the lien’s recording. Buyer hereby agrees to indemnify, defend defend, and hold Seller and the Seller-Related Parties harmless from and against any and all actionslosses, damages, expenses, liabilities, claims, damagesdemands, liabilitiesand causes of action (together with any legal fees and other expense incurred by Seller in connection therewith), lossesresulting directly or indirectly from, costs and/or expenses (or in connection with, any inspection or other entry upon the Property by Buyer or its agents, employees, contractors, or other representatives, including, without limitation, reasonable attorneys’ fees any losses, damages, expenses, liabilities, claims, demands, and expenses)causes of action resulting, if anyor alleged to be resulting, arising from (a) injury to persons or death of persons, or damage to Property, (b) any liens or claims of liens against the Property or any portions other property, or mechanic’s or materialmen’s liens placed against the Property in connection with Buyer’s inspection thereof. If this transaction is not consummated for any reason, arising from Buyer agrees to promptly repair any Buyer Inspection damage to the Property directly or Buyer Environmental Investigation, (c) any Environmental Liabilities indirectly caused by performance any acts of any Buyer Inspection or Buyer Environmental Investigation, and (d) any breach by Buyer or Buyer’s Representative of this Section 6.7agents in connection with Buyer’s investigations. The foregoing Notwithstanding the foregoing, Buyer’s indemnity shall survive not apply, and Buyer shall have no liability whatsoever, with regard to the Closing discovery or disclosure of any pre-existing problems on or around the Property such as pre-existing environmental contamination or violations of law. Buyer agrees that any information obtained by Buyer or its attorneys, partners, accountants, lenders or investors in the conduct of its due diligence shall be treated as confidential and any termination shall be used only to evaluate the acquisition of this Agreementthe Property from Seller. Buyer further agrees that the due diligence deliveries obtained from Seller will be disclosed and exhibited only to those persons within Buyer’s organization (and/or agents and consultants of Buyer) who are involved in determining the feasibility of Buyer’s acquisition of the Property.
Appears in 1 contract
Entry onto Property. Notwithstanding anything contained herein to the contrary, Buyer’s Representatives shall assume all risks involved , its contractors and/or agents, may only enter onto the Property during the term of this Agreement provided Buyer has obtained the prior authorization of Seller, which includes authorization from Mxxx Xxxxxxx, and then only in entering the Properties under this ARTICLE VI. Buyer and Buyer’s Representatives acknowledge and agree that inspections and testing pursuant to Section 6.1 shall not involve any invasive company of Seller or destructive testing of the Propertiesits agents, which includes Mxxx Xxxxxxx. Seller shall have respond to Buyer’s requests for authorization to enter onto the right Property within a reasonable period of time, and opportunity shall cooperate with Buyer in good faith to make arrangements for Seller or its agents to so accompany Buyer, its contractors and/or agents. Buyer’s rights to enter the Property shall be present at all Buyer Inspections subject to the rights of the tenant(s), including without limitation, rights of quiet enjoyment, and Buyer Environmental Investigationsagrees that it will not unreasonably interfere with any tenant or contractor on the Property or Seller’s operation of the Property. Buyer and Upon Buyer’s Representatives execution of this Agreement and prior to Buyer entering onto the Property, Buyer and/or its agents or contractors shall not visit any of the Properties without Seller’s written consentobtain and keep in full force and effect, nor shall they engage in conversations insurance as set forth, with employees of the Company. Buyer agrees to useSeller listed as certificate holder and naming Seller and its wholly-owned affiliates, subsidiaries, and agents as additional insureds on the Commercial General Liability and Business Automobile insurance policies, and shall provide Seller with certificates of insurance satisfactory to cause BuyerSeller evidencing such insurance. Type Limits Worker’s Representatives to use, reasonable care in conducting Buyer Inspections and Buyer Environmental Investigations and upon completion return the Properties to their condition immediately prior to such inspection. Buyer agrees to maintain and cause any of BuyerCompensation/Employer’s Representatives entering upon any Property or otherwise conducting any Buyer Inspections or Buyer Environmental Investigation to maintain and have in effect commercial general liability insurance with a per Liability Statutory/$500,000 Commercial General Liability $1,000,000/occurrence limit of at least Two Million Dollars ($2,000,000/aggregate Business Automobile Liability $1,000,000 Combined Single Limit The aforesaid coverages shall be maintained throughout the term of this Agreement. Furthermore, any coverage written on a “Claims-Made” basis shall be kept in force, either by renewal or the purchase of an extended reporting period, for a minimum period of one (1) and an aggregate limit year following the Closing or other termination of at least Five Million Dollars ($5,000,000)this Agreement. Such insurance shall name the Company as be issued by an additional insured, insurer with an A.M. Best financial strength and size rating of “A-/XV” or better. Nothing herein contained shall be primary and non-contributing with in any other insurance available to way limit Buyer’s liability under this Agreement or maintained by the Company and shall contain a full waiver of subrogation clauseotherwise. Buyer shall deliver observe, and cause its agents and contractors to Seller a copy of observe, all appropriate safety precautions in connection with Buyer’s entry onto the certificates of insurance evidencing the insurance required hereunder prior Property and cause its agents and contractors not to cause any damage to the commencement of Property, injury to any Buyer Inspection person or Buyer Environmental Investigationto the environment, which certificates shall indicate that insurance coverage shall not be terminated or modified without interference with any ongoing operations at least thirty (30) days’ prior written notice to Sellerthe Property. If any mechanics’ or other lien is recorded against the Properties, as a result of Buyer’s or Buyer’s Representatives activities on or inspection of the Properties, Buyer shall be liable to pay the lien or post any bond necessary to discharge the lien of record within fifteen (15) days after receiving notice of the lien’s recording. Buyer hereby agrees to indemnify, defend defend, and hold Seller and its wholly-owned affiliates, subsidiaries, agents, employees, officers, directors, trustees, or other representatives of Seller (collectively, the Seller-Related Parties “Indemnified Parties”) harmless from and against any and all actionslosses, damages, expenses, liabilities, claims, damagesdemands, liabilitiesand causes of action (together with any legal fees and other expense incurred by any of the Indemnified Parties in connection therewith), lossesresulting directly or indirectly from, costs and/or expenses (or in connection with, any entry upon the Property by Buyer, or its agents, employees, contractors, or other representatives, including, without limitation, reasonable attorneys’ fees any losses, damages, expenses, liabilities, claims, demands, and expenses)causes of action resulting, if anyor alleged to be resulting, arising from (a) injury to persons or death of persons, or damage to Property, (b) any liens or claims of liens against the Property or any portions other property, or mechanic’s or materialmen’s liens placed against the Property in connection with Buyer’s inspection thereof, arising from . Buyer agrees to promptly repair any Buyer Inspection damage to the Property directly or Buyer Environmental Investigation, (c) any Environmental Liabilities indirectly caused by performance any acts of any Buyer Inspection Buyer, or Buyer Environmental Investigationits agents or contractors, and (d) any breach by Buyer or to restore the Property to the condition that existed prior to Buyer’s Representative of this entry. Notwithstanding the foregoing, Buyer shall have no liability or obligation with respect to any adverse condition which existed at the Property prior to Buyer’s inspection, except to the extent Buyer’s inspection exacerbates such adverse condition. This Section 6.7. The foregoing indemnity shall survive the Closing and any or other termination of this Agreement.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Acadia Realty Trust)
Entry onto Property. Notwithstanding anything contained herein to the contrary, Buyer’s Representatives shall assume all risks involved , its contractors and/or agents, may only enter onto the Property during the Inspection Period, provided Buyer has obtained the prior authorization of Seller, and then only in entering the Properties under this ARTICLE VI. Buyer and Buyer’s Representatives acknowledge and agree that inspections and testing pursuant to Section 6.1 shall not involve any invasive company of Seller or destructive testing of the Propertiesits agents. Seller shall have respond to Buyer’s requests for authorization to enter onto the right Property promptly, and opportunity shall cooperate with Buyer in good faith to make arrangements for Seller or its agents to so accompany Buyer, its contractors and/or agents. Buyer’s inspection rights shall be present at all Buyer Inspections subject to the rights of the tenant(s), including without limitation, rights of quiet enjoyment, and Buyer Environmental Investigationsagrees that it will not unreasonably interfere with any tenant(s), contractors on the Property, or Seller’s operation of the Property. Buyer and Upon Buyer’s Representatives execution of this Agreement, Buyer or its agents or contractors, shall not visit obtain and keep in full force and effect, insurance as set forth below, with Seller listed as certificate holder and naming Seller and its wholly-owned affiliates, subsidiaries, and agents as additional insureds on the Commercial General Liability and Business Automobile insurance policies, and shall provide Seller with certificates of insurance satisfactory to Seller evidencing such insurance. Type Worker's Compensation/Employer's Liability Commercial General Liability Business Automobile Liability Limits Statutory/$500,000 $1,000,000/occurrence $2,000,000/aggregate $1,000,000 Combined Single Limit In addition, in the event Buyer chooses to conduct any invasive environmental investigation of the Properties without Property, Buyer must first receive Seller’s written consent, nor shall they engage such consent to be in conversations the form of an Invasive Access Agreement entered into between Buyer and Seller and, prior to any invasive testing occurring, Buyer must furnish to Seller, at Buyer’s expense, a certificate of insurance satisfactory to Seller with employees of the Company. Buyer agrees to useSeller listed as a certificate holder and naming Seller and its wholly-owned affiliates, subsidiaries, and to cause agents as additional insureds, evidencing that Buyer’s Representatives to use, reasonable care and/or its agents or contractors, have the following insurance in conducting Buyer Inspections full force and Buyer Environmental Investigations and upon completion return effect meeting the Properties to their condition immediately prior to such inspection. Buyer agrees to maintain and cause any of Buyer’s Representatives entering upon any Property or otherwise conducting any Buyer Inspections or Buyer Environmental Investigation to maintain and have in effect commercial general liability insurance with a per requirements set forth below: Type Professional Liability (including Pollution Coverage) Contractor's Pollution Liability Limits $1,000,000/occurrence limit of at least Two Million Dollars ($2,000,000) and an 1,000,000/aggregate limit of at least Five Million Dollars ($5,000,000)/occurrence $5,000,000/aggregate The aforesaid coverages shall be maintained throughout the term of this Agreement. Furthermore, any coverage written on a “Claims-Made” basis shall be kept in force, either by renewal or the purchase of an extended reporting period, for a minimum period of one (1) year following the termination of this Agreement. Such insurance shall name the Company as be issued by an additional insured, insurer with an A.M. Best financial strength and size rating of “A-/XV” or better. Nothing herein contained shall be primary and non-contributing with in any other insurance available to way limit Buyer’s liability under this Agreement or maintained by the Company and shall contain a full waiver of subrogation clauseotherwise. Buyer shall deliver observe, and cause its agents and/or contractors to Seller a copy of the certificates of insurance evidencing the insurance required hereunder prior to the commencement of any Buyer Inspection or Buyer Environmental Investigationobserve, which certificates shall indicate that insurance coverage shall not be terminated or modified without at least thirty (30) days’ prior written notice to Seller. If any mechanics’ or other lien is recorded against the Properties, as a result of all appropriate safety precautions in conducting Buyer’s or Buyer’s Representatives activities on or inspection of the PropertiesProperty and perform all work and cause its agents and/or contractors to perform all work, in such a manner so as not to cause any damage to the Property, injury to any person or to the environment, or interference with any ongoing operations at the Property. Buyer shall be liable to pay the lien or post any bond necessary to discharge the lien of record within fifteen (15) days after receiving notice of the lien’s recording. Buyer hereby agrees to indemnify, defend defend, and hold Seller and its wholly-owned affiliates, subsidiaries, agents, employees, officers, directors, trustees, or other representatives of Seller (collectively, the Seller-Related Parties “Indemnified Parties”) harmless from and against any and all actionslosses, damages, expenses, liabilities, claims, damagesdemands, liabilitiesand causes of action (together with any legal fees and other expense incurred by any of the Indemnified Parties in connection therewith), lossesresulting directly or indirectly from, costs and/or expenses or in connection with, any inspection of or other entry upon the Property (including any investigation of the Property necessary for completion of Buyer’s Environmental Report(s) and any entry onto the Property with the authorization of Seller) by Buyer, or its agents, employees, contractors, or other representatives, including, without limitation, reasonable attorneys’ fees any losses, damages, expenses, liabilities, claims, demands, and expenses)causes of action resulting, if anyor alleged to be resulting, arising from (a) injury to persons or death of persons, or damage to Property, (b) any liens or claims of liens against the Property or any portions other property, or mechanic’s or materialmen’s liens placed against the Property in connection with Buyer’s inspection thereof, arising from . Buyer agrees to promptly repair any Buyer Inspection damage to the Property directly or Buyer Environmental Investigation, (c) any Environmental Liabilities indirectly caused by performance any acts of any Buyer Inspection Buyer, or Buyer Environmental Investigationits agents, and/or contractors, and (d) any breach by Buyer or to restore the Property to the condition that existed prior to Buyer’s Representative of this entry. This Section 6.7. The foregoing indemnity shall survive the Closing and any or other termination of this Agreement.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (NTS Realty Holdings Lp)
Entry onto Property. Buyer’s Representatives shall assume all risks involved in entering the Properties under this ARTICLE VI. Buyer and Buyer’s Representatives acknowledge and agree that inspections and testing pursuant to Section 6.1 shall not involve any invasive or destructive testing As of the Properties. Seller Effective Date, and until the Closing or earlier termination of this Agreement, Buyer, its contractors, and/or agents shall have the right to enter upon the Property upon prior notice to Sellers, and opportunity to be present at all Buyer Inspections and Buyer Environmental Investigations. Buyer and Buyer’s Representatives shall not visit interview any of the Properties without Seller’s written consent, nor shall they engage in conversations with on-site manager and/or employees of the Companycurrent management firm. Sellers will provide Buyer agrees and its representatives with reasonable access to useany on-site manager and/or employees of the current management firm. Buyer, its contractors, and/or agents will enter upon the Property during normal business hours unless otherwise mutually agreed by Buyer and to cause Sellers. Buyer, its contractors, and/or agents shall observe appropriate safety precautions in conducting Buyer’s Representatives to use, reasonable care in conducting Buyer Inspections and Buyer Environmental Investigations and upon completion return inspection of the Properties to their condition immediately prior to such inspection. Buyer agrees to maintain and cause any of Buyer’s Representatives entering upon any Property or otherwise conducting any Buyer Inspections or Buyer Environmental Investigation to maintain and have in effect commercial general liability insurance with a per occurrence limit of at least Two Million Dollars ($2,000,000) and an aggregate limit of at least Five Million Dollars ($5,000,000). Such insurance shall name the Company as an additional insured, shall be primary and non-contributing with any other insurance available to or maintained by the Company and shall contain a full waiver of subrogation clauseProperty. Buyer shall deliver to Seller a copy of the certificates of insurance evidencing the insurance required hereunder prior to the commencement of any Buyer Inspection or Buyer Environmental Investigation, which certificates shall indicate that insurance coverage shall not be terminated or modified without at least thirty (30) days’ prior written notice to Seller. If any mechanics’ or other lien is recorded against the Properties, as a result of Buyer’s or Buyer’s Representatives activities on or inspection of the Properties, Buyer shall be liable to pay the lien or post any bond necessary to discharge the lien of record within fifteen (15) days after receiving notice of the lien’s recording. Buyer hereby agrees to indemnify, defend defend, and hold Seller and the Seller-Related Parties Sellers harmless from and against any and all actionslosses, damages, expenses, liabilities, claims, damagesdemands, liabilitiesand causes of action (together with any legal fees and other expense incurred by Sellers in connection therewith), lossesresulting directly or indirectly from, costs and/or expenses (or in connection with, any inspection or other entry upon the Property by Buyer or its agents, employees, contractors, or other representatives, including, without limitation, reasonable attorneys’ fees any losses, damages, expenses, liabilities, claims, demands, and expenses)causes of action resulting, if anyor alleged to be resulting, arising from (a) injury to persons or death of persons, or damage to Property, (b) any liens or claims of liens against the Property or any portions other property, or mechanic’s or materialmen’s liens placed against the Property in connection with Buyer’s inspection thereof. If this transaction is not consummated for any reason, arising from Buyer agrees to promptly repair any Buyer Inspection damage to the Property directly or Buyer Environmental Investigation, (c) any Environmental Liabilities indirectly caused by performance any acts of any Buyer Inspection or Buyer Environmental Investigation, and (d) any breach by Buyer or Buyer’s Representative of this Section 6.7agents in connection with Buyer’s investigations. The foregoing Notwithstanding the foregoing, Buyer’s indemnity shall survive not apply, and Buyer shall have no liability whatsoever, with regard to the Closing discovery or disclosure of any pre-existing problems on or around the Property such as pre-existing environmental contamination or violations of law. Buyer agrees that any information obtained by Buyer or its attorneys, partners, accountants, lenders or investors in the conduct of its due diligence shall be treated as confidential and any termination shall be used only to evaluate the acquisition of this Agreementthe Property from Sellers. Buyer further agrees that the due diligence deliveries obtained from Sellers will be disclosed and exhibited only to those persons within Buyer’s organization (and/or agents and consultants of Buyer) who are involved in determining the feasibility of Buyer’s acquisition of the Property.
Appears in 1 contract
