Environmental Inspections. (a) Prior to the Closing Date, the Purchaser shall not conduct any environmental inspections, investigations or testing on the Real Property without the Sellers’ prior written consent (which shall not be unreasonably withheld but which shall be subject to the receipt by the Sellers of any required landlord consents, if required pursuant to the applicable Southern Site Leases). Any inspections, investigations or testing shall be conducted at the sole expense of the Purchaser and in accordance with all applicable laws. The Sellers shall have the right to have a representative present during any inspections of the Real Property. The Purchaser may request any and all publicly available information about the Real Property from Governmental Entities but will not disclose prior to the Closing Date to any Governmental Entity the results of any pre-Closing inspection, sampling or testing conducted at any of the Real Property, whether performed by a Seller, the Purchaser, a consultant or agent thereof or otherwise, without the Sellers’ prior written consent (not to be unreasonably withheld), except to the extent required by Law. (b) Purchaser will, or will cause its consultants or agents to, promptly pay when due the costs of all inspections and examinations done with regard to the Real Property and promptly restore the Real Property to the condition in which such Real Property existed prior to any inspection or examination. (c) Purchaser shall keep all of the Real Property free and clear of all Liens or Encumbrances caused by Purchaser or any of its consultants or any agents prior to the Closing Date in connection with such environmental inspection or examination and hereby agrees to indemnify, defend and hold harmless the Sellers and/or the Parent Indemnitees (as defined in Section 7.02) from and against any Damages suffered by Sellers and/or the Parent Indemnitees arising out of any entry upon the Real Property and any inspections or examinations conducted by Purchaser, its consultants or agents, on the Real Property prior to Closing. The indemnity provisions of this Section 4.19(c) shall survive Closing and any termination of this Agreement and shall not be subject to any limitation of liability set forth in this Agreement.
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Samples: Asset Purchase Agreement, Asset Purchase Agreement (J C Penney Co Inc)
Environmental Inspections. (a) Prior to the Closing DateClosing, the Purchaser shall not conduct any environmental inspections, investigations or testing on the Real Property without the Sellers’ Seller’s prior written consent (consent, which shall not be unreasonably withheld or delayed but which shall be subject to the receipt by the Sellers Seller of any required landlord consents, if required consent pursuant to the applicable Southern Site Leases). Any inspections, investigations leases or testing shall be conducted at the sole expense subleases of the Purchaser and in accordance with all applicable lawsLeased Real Property. The Sellers Seller shall have the right to have a representative present during any inspections of the Real Property. The Purchaser may request any and all publicly available information about the Real Property from Governmental Entities Entities, but will not disclose prior to the Closing Date to any Governmental Entity the results of any pre-Closing inspection, sampling or testing conducted at any of the Real Property, whether performed by a the Seller, the Purchaser, a consultant or agent thereof or otherwise, without the Sellers’ Seller’s prior written consent (not to be unreasonably withheld)consent, except to the extent required by Law.
(b) Prior to the Closing, the Purchaser will, or will cause its consultants or agents to, promptly pay when due the costs of all entry and inspections and examinations done with regard to the Real Property and promptly restore the Real Property to the condition in which such Real Property existed prior to any entry, inspection or examination.
(c) Prior to the Closing, the Purchaser shall keep all of the Real Property free and clear of all Liens or Encumbrances caused by the Purchaser or any of its consultants or any agents prior to the Closing Date in connection with such environmental inspection or examination and agents. The Purchaser hereby agrees to indemnify, defend and hold harmless the Sellers and/or the Parent Seller Indemnitees (as defined in Section 7.02and to the extent applicable, any third party landlord of the Leased Real Property) from and against any Damages suffered by Sellers and/or the Parent Indemnitees any Seller Indemnitee arising out of (i) any entry upon the Real Property and any inspections or examinations conducted by the Purchaser, its consultants or agents, on the Real Property prior to ClosingProperty, or (ii) any breach of the provisions in this Section 4.18 by the Purchaser, its consultants or agents. The indemnity provisions of this Section 4.19(c) shall survive Closing and any termination of this Agreement and 4.18 shall not be subject to any limitation of liability Liability set forth in this Agreement.
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Environmental Inspections. (a) Prior to the Closing Date, the Purchaser shall not conduct any environmental inspections, investigations or testing on the Real Property without the Sellers’ ' prior written consent (which shall not be unreasonably withheld but which shall be subject to the receipt by the Sellers of any required landlord consents, if required pursuant to the applicable Southern Site Leases). Any inspections, investigations or testing shall be conducted at the sole expense of the Purchaser and in accordance with all applicable laws. The Sellers shall have the right to have a representative present during any inspections of the Real Property. The Purchaser may request any and all publicly available information about the Real Property from Governmental Entities but will not disclose prior to the Closing Date to any Governmental Entity the results of any pre-Closing inspection, sampling or testing conducted at any of the Real Property, whether performed by a Seller, the Purchaser, a consultant or agent thereof or otherwise, without the Sellers’ ' prior written consent (not to be unreasonably withheld), except to the extent required by Law.
(b) Purchaser will, or will cause its consultants or agents to, promptly pay when due the costs of all inspections and examinations done with regard to the Real Property and promptly restore the Real Property to the condition in which such Real Property existed prior to any inspection or examination.
(c) Purchaser shall keep all of the Real Property free and clear of all Liens or Encumbrances caused by Purchaser or any of its consultants or any agents prior to the Closing Date in connection with such environmental inspection or examination and hereby agrees to indemnify, defend and hold harmless the Sellers and/or the Parent Indemnitees (as defined in Section 7.02) from and against any Damages suffered by Sellers and/or the Parent Indemnitees arising out of any entry upon the Real Property and any inspections or examinations conducted by Purchaser, its consultants or agents, on the Real Property prior to Closing. The indemnity provisions of this Section 4.19(c) shall survive Closing and any termination of this Agreement and shall not be subject to any limitation of liability set forth in this Agreement.
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Samples: Asset Purchase Agreement (CVS Corp)
Environmental Inspections. (a) Prior to the Closing DateClosing, the Purchaser shall not conduct any environmental inspections, investigations or testing on the Real Property without the Sellers’ Seller's prior written consent (consent, which shall not be unreasonably withheld or delayed but which shall be subject to the receipt by the Sellers Seller of any required landlord consents, if required consent pursuant to the applicable Southern Site Leases). Any inspections, investigations leases or testing shall be conducted at the sole expense subleases of the Purchaser and in accordance with all applicable lawsLeased Real Property. The Sellers Seller shall have the right to have a representative present during any inspections of the Real Property. The Purchaser may request any and all publicly available information about the Real Property from Governmental Entities Entities, but will not disclose prior to the Closing Date to any Governmental Entity the results of any pre-Closing inspection, sampling or testing conducted at any of the Real Property, whether performed by a the Seller, the Purchaser, a consultant or agent thereof or otherwise, without the Sellers’ Seller's prior written consent (not to be unreasonably withheld)consent, except to the extent required by Law.
(b) Prior to the Closing, the Purchaser will, or will cause its consultants or agents to, promptly pay when due the costs of all entry and inspections and examinations done with regard to the Real Property and promptly restore the Real Property to the condition in which such Real Property existed prior to any entry, inspection or examination.
(c) Prior to the Closing, the Purchaser shall keep all of the Real Property free and clear of all Liens or Encumbrances caused by the Purchaser or any of its consultants or any agents prior to the Closing Date in connection with such environmental inspection or examination and agents. The Purchaser hereby agrees to indemnify, defend and hold harmless the Sellers and/or the Parent Seller Indemnitees (as defined in Section 7.02and to the extent applicable, any third party landlord of the Leased Real Property) from and against any Damages suffered by Sellers and/or the Parent Indemnitees any Seller Indemnitee arising out of (i) any entry upon the Real Property and any inspections or examinations conducted by the Purchaser, its consultants or agents, on the Real Property prior to ClosingProperty, or (ii) any breach of the provisions in this Section 4.18 by the Purchaser, its consultants or agents. The indemnity provisions of this Section 4.19(c) shall survive Closing and any termination of this Agreement and 4.18 shall not be subject to any limitation of liability Liability set forth in this Agreement.
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