Common use of Facilities Inspection Clause in Contracts

Facilities Inspection. (i) Purchaser shall have the right, at Purchaser’s expense, for and during the period ending 45 calendar days following the date of execution of this Agreement (the “Inspection Period”), to inspect the physical condition of the Owned Real Property for use as a bank, including, without limitation, compliance of the Owned Real Property with the provisions of the Americans with Disabilities Act (collectively, “Inspection Issues”). These inspections shall be conducted during regular business hours by qualified inspectors or employees of Purchaser or its affiliates following not less than three business days notice to Seller. Prior to entry upon the property, Purchaser will confirm to Seller the existence of general liability insurance in coverage amounts reasonably acceptable to Seller. Any physical disturbance to the Owned Real Property shall be subject to Seller’s prior approval, which may be subject to such reasonable repair and restoration conditions as Seller may impose (including, without limitation, the obligation to repair any disturbed area to its condition immediately prior to that disturbance). Purchaser promptly shall provide Seller with copies of any and all written reports in connection with those inspections, at no cost to Seller, upon Seller’s request. (ii) Purchaser shall return the Owned Real Property to the condition existing prior to any tests and inspections performed by Purchaser or Purchaser’s representatives, as determined by Seller in its reasonable discretion. Purchaser shall indemnify and hold Seller harmless from and against any and all damages, mechanics’ liens, liabilities, losses, demands, actions, causes of action, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and the cost of appeals) from or relating to Purchaser’s or its employee’s, agent’s, representative’s, or contractor’s entry onto the Owned Real Property, and any inspections or other matters performed by Purchaser with respect to the Owned Real Property, whether prior to, during, or after the Inspection Period. The provisions of this Section 1.10(c)(ii) shall survive Closing or any termination of this Agreement.

Facilities Inspection. (i) Purchaser shall have the right, at Purchaser’s expense, for and during the period ending 45 calendar days following the date of execution of this Agreement (the “Inspection Period”), to inspect the physical condition of the Owned Real Property for use as a bank, including, without limitation, compliance of the Owned Real Property with the provisions of the Americans with Disabilities Act (collectively, “Inspection Building Issues”)) during the Inspection Period. These inspections shall be conducted during regular business hours by qualified inspectors or employees of Purchaser or its affiliates following not less than three (3) business days notice to Seller, and a representative of Seller is entitled to be present at any inspection. Prior to entry upon the propertyOwned Real Property, Purchaser will confirm to Seller the existence of general liability insurance in coverage amounts reasonably acceptable to Seller. Any physical disturbance to the Owned Real Property shall be subject to Seller’s prior approval, which may be subject to such reasonable repair and restoration conditions as Seller may impose (including, without limitation, the obligation to repair any disturbed area to its condition immediately prior to that disturbance). Purchaser promptly shall provide Seller with copies of any and all written reports in connection with those inspections, at no cost to Seller, upon Seller’s request. (ii) Purchaser shall return the Owned Real Property to the condition existing prior to any tests and inspections performed by Purchaser or Purchaser’s representatives, as determined by Seller in its reasonable discretion. Purchaser shall indemnify indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel approved by Seller) Seller, together with Seller’s affiliates, parent and hold Seller harmless subsidiary entities, successors, assigns, partners, managers, employees, officers, directors, shareholders, counsel, representatives, agents, from and against any and all damages, mechanics’ liens, liabilities, losses, demands, actions, causes of action, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and the cost of appeals) from or relating to Purchaser’s or its employee’s, agent’s, representative’s, or contractor’s entry onto the Owned Real Property, and any inspections or other matters performed by Purchaser with respect to the Owned Real Property, whether prior to, during, or after the Inspection Period. The provisions of this Section 1.10(c)(ii) 1.10 shall survive Closing or any termination of this Agreement.