FEASIBILITY STUDY AND INSPECTION. Buyer is granted the right to conduct an engineering, and/or market and economic feasibility studies of the Property, and a physical inspection of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections"). Buyer shall have from the Effective Date through 5 P.M. on December 12, 1996 ("Inspection Period") to perform such Inspections and in this regard, Buyer or his designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, tests and inspections which may be deemed necessary by Buyer. If Buyer determines, in his sole judgment, that the Property is not suitable for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may, by written notice to Seller ("Disapproval Notice") on or before the end of the Inspection Period, terminate this Contract for all purposes (except as provided herein) and the Deposit shall be returned to Buyer, less (I) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx does not give the Disapproval Notice prior to expiration of the Inspection Period, any and all objections with respect to the Inspections and to the condition and suitability of the Property shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property to its original condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
Samples: Earnest Money Contract (Metric Income Trust Series Inc)
FEASIBILITY STUDY AND INSPECTION. Buyer is granted the right to conduct an engineering, and/or market and economic feasibility studies study of the Property, an examination of a copy of the Lease and a copy of the Tenant Estoppel Certificate executed by Tenant and a physical inspection of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections"). Buyer shall have from through 5 p.m. on that date which is the 30th day following the Effective Date through 5 P.M. on December 12, 1996 of this Contract ("Inspection Period") to perform such Inspections and in this regard, Buyer or his designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, tests analysis and inspections which may be deemed necessary by Buyer. If Buyer determines, in his sole judgment, that the Property is not suitable for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may, by written notice to Seller ("Disapproval Notice") on or before the end of the Inspection Period, terminate this Contract for all purposes (except as provided herein) and the Deposit shall be returned to Buyer, less (Ii) the sum of $100 50 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx Subject to the provisions of Paragraph 12 hereof with respect to title and survey matters, if Buyer does not give the Disapproval Notice prior to expiration of the Inspection Period, any and all objections with respect to the Inspections and to the condition and suitability of the Property shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property to its original condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
Samples: Earnest Money Contract (Metric Income Trust Series Inc)
FEASIBILITY STUDY AND INSPECTION. (a) Buyer is granted the right to conduct an engineering, engineering and/or market and economic feasibility studies of the Property, Property and a physical inspection of all improvementsthe Property, fixtures, mechanical equipment, and personal property being sold hereby including studies or inspections to determine the existence of any environmental hazards or conditions (collectively, the "InspectionsFeasibility Study"). Buyer shall have from ) during the period (the "Feasibility Period") commencing on the Effective Date through 5 P.M. on December 12and ending at 5:00 p.m., 1996 Dallas, Texas time thirty ("Inspection Period"30) days thereafter. With Seller's permission, after Seller has received advance notice sufficient to perform such Inspections permit it to schedule in an orderly manner Buyer's examination of the Property and in this regardto provide at least twenty-four (24) hours advance written notice to any affected tenants, Buyer or his its designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, analysis or other tests and inspections deemed necessary by Buyer for the Feasibility Study; provided, however, Buyer is not permitted to perform any intrusive testing, including, without limitation, a Phase II environmental assessment or boring, without (i) submitting to Seller the scope and inspections for such testing; and (ii) obtaining the prior written consent of Seller which may be deemed necessary by Buyerwithheld in Seller's sole and absolute discretion. Buyer shall not alter the physical condition of the Property without notifying Seller of its requested tests, and obtaining the written consent of Seller to any physical alteration of the Property. Seller understands that Buyer intends to arrange an interview with the FDIC during the Feasibility Period. Seller agrees to provide reasonable assistance in attempting to arrange the interview with the FDIC; provided Buyer agrees that Buyer shall not conduct or cause to be conducted any tenant interview unless a representative of Seller is present throughout such interview. Provided Buyer provides at least two (2) business days prior written notice to Seller, Seller shall cause a representative to be reasonably available for the interview with the FDIC. Buyer will exercise its best efforts to conduct or cause to be conducted all inspections and tests in a manner and at times which will not unreasonably interfere with any tenant's use and occupancy of the Property. If Buyer determines, in his its sole judgment, that the Property is not suitable for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may, may terminate this Contract by written notice to Seller ("Disapproval Notice") on or before the end prior to expiration of the Inspection Feasibility Period, terminate this Contract for all purposes (except as provided herein) and in which case the Deposit shall Xxxxxxx Money will be returned to Buyer, less (I) the sum of $100 and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow rights or title cancellation fees or charges of Title Companyobligations that survive termination. If Xxxxx does the Contract is not give terminated in the Disapproval Notice prior to expiration of manner and within the Inspection Periodtime provided in this Section 5, the condition provided in this Section 5(a) and any and all objections with respect to the Inspections and to the condition and suitability of the Property Feasibility Study shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract The Feasibility Study shall not close, through no fault of Seller, be at Buyer's sole cost and expense.
(b) Buyer shall promptly restore the Property to its original condition, condition if damaged or changed due to the tests and inspections performed by Buyer, free of any mechanic's or materialman's liens or other encumbrances arising out of any of the inspections or tests, and shall provide Seller Seller, at no cost to Seller, with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections Buyer shall keep confidential the results of any tests and inspections made by Buyer, and shall not disclose said results to any third parties; other than Buyer's advisors and other representatives who need to know such information for the purpose of evaluating the acquisition of the Property (collectively "Buyer Group"), and the Buyer Group shall be at Buyer's expense informed to treat the such information confidentially and in accordance with the terms and conditions of this Contract. BUYER HEREBY INDEMNIFIES AND HOLDS SELLER HARMLESS FROM ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES), ACTIONS AND CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATING TO THE FEASIBILITY STUDY PERFORMED BY BUYER, ITS AGENTS, INDEPENDENT CONTRACTORS, SERVANTS AND/OR EMPLOYEES, INCLUDING THOSE CAUSED BY OR IN ANY WAY CONTRIBUTED TO BY THE NEGLIGENCE OF SELLER, ITS AGENTS, INDEPENDENT CONTRACTORS, SERVANTS AND/OR EMPLOYEES; PROVIDED SUCH INDEMNITY SHALL NOT EXTEND TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLER, ITS AGENTS, INDEPENDENT CONTRACTORS, SERVANTS AND/OR EMPLOYEES. Buyer shall indemnify, protect, defend further waives and hold Seller harmless from and against releases any damages, liabilities, claims, demands, costs damages, actions, causes of action or expenses other remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Buyer, its agents, independent contractors, servants and/or employees arising therefrom out of the Feasibility Study or use in any manner of the Property. Buyer shall procure and continue in force from and after the date Buyer first enters the Property, and continuing throughout the term of this Contract, Comprehensive General Liability Insurance with a combined single limit of not less than One Million Dollars (Buyer's obligations pursuant $1,000,000) per occurrence, or Commercial General Liability Insurance, with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) per event. Seller and West World Management, Inc. shall be included as an additional insured(s) under such comprehensive general liability or commercial general liability coverage. Such insurance shall include: (i) personal injury liability with employee and contractual exclusions removed; and (ii) a waiver of subrogation in favor of Seller without exception for the negligence of any additional insured. Buyer will not be permitted to come onto the Property unless and until Buyer has provided to Seller a certificate of insurance evidencing such coverage, the additional insured status of Seller, and such waiver of subrogation. The provisions of this sentence Section 5(b) shall survive the Closing or any termination of this Contract and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the Contrary in this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
Samples: Contract of Sale (G Reit Inc)
FEASIBILITY STUDY AND INSPECTION. Prior to expiration of the Inspection Period (as defined below), Buyer is granted shall have the right right, at its sole cost and expense, to review and copy all of Seller's non-privileged and non-confidential documents and information relating to the operation or condition of the Property and to conduct an engineeringwhatever inspections, and/or market studies, tests and investigations Buyer desires to conduct relating to the Property including, without limitation, the physical, environmental, economic feasibility studies and legal condition of the Property, and a physical inspection of all improvements, fixtures, mechanical equipment, and personal property being sold hereby Property (collectively, the "Inspections"). Buyer shall have from the Effective Date through 5 P.M. on December 12, 1996 that date which is the thirtieth (30th) day following the Effective Date of this Contract ("Inspection Period") to perform such Inspections and in this regard, Buyer or his designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, tests and inspections which may be deemed necessary by Buyer. If Buyer determines, in his sole judgment, that the Property is not suitable for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may, by written notice to Seller ("Disapproval Notice") on or before the end of the first business day following the expiration of the Inspection Period, terminate this Contract for all purposes (except as otherwise specifically provided herein) and the Deposit shall be returned to Buyer, less (I) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company). If Xxxxx Buyer does not timely give the Disapproval Notice prior to expiration of the Inspection PeriodNotice, any and all objections with respect to the Inspections and to the condition and suitability of the Property shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property to its original condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom from Buyer's Inspections (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
Samples: Earnest Money Contract (Metric Income Trust Series Inc)
FEASIBILITY STUDY AND INSPECTION. Buyer is granted the right to conduct an engineering, and/or market and economic feasibility studies study of the Property, and a physical inspection of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections"). Buyer shall have from the Effective Date through 5 P.M. on December 12February 21, 1996 1997 ("Inspection Period") to perform such Inspections and in this regard, Buyer or his designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, tests and inspections which may be deemed necessary by Buyer. If Buyer determines, in his sole judgment, that the Property is not suitable for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may, by written notice to Seller ("Disapproval Notice") on or before the end of the Inspection Period, terminate this Contract for all purposes (except as provided herein) and the Deposit shall be returned to Buyer, less (I) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx Buyer does not give the Disapproval Notice prior to expiration of the Inspection Period, any and all objections with respect to the Inspections and to the condition and suitability of the Property shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property to its original condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
Samples: Earnest Money Contract (Metric Income Trust Series Inc)
FEASIBILITY STUDY AND INSPECTION. Buyer is granted the right to conduct an engineering, and/or market and economic feasibility studies of the Property, and a physical inspection of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections"). Buyer Purchaser shall have forty five (45) days from the Effective Date through 5 P.M. on December 12of this Contract, 1996 as defined herein ("Inspection the “Feasibility Period") ”), to perform such Inspections interview the tenants of the Property and to conduct a physical and economic inspection and study of the Property and in this regard, Buyer Purchaser or his its designated agents may enter upon the Property upon reasonable notice at reasonable times Property, during normal business hours, for purposes of such analysis, tests and inspections which as may be deemed necessary by BuyerPurchaser, subject, however, to the rights of tenants of the Property. If Buyer determinesSeller agrees that Purchaser may conduct engineering, in his sole judgmentenvironmental, that architectural, mechanical and other studies and investigations of the Property is not suitable that Purchaser deems necessary. Seller shall cooperate with Purchaser to obtain any consent of the Association necessary for the conduct of Purchaser’s feasibility studies of the Property. Such tests, studies and investigations may include, without limitation, soil, subsurface, structure, roof, plumbing, mechanical items and any other items which are a part of the Property. Purchaser has the right, for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer mayno reason, by written notice delivered to Seller ("Disapproval Notice") on or before the end expiration of the Inspection Feasibility Period, to terminate this Contract, in which event this Contract for all purposes shall terminate, and neither party shall have any further rights, duties or obligations hereunder (except as provided herein) set forth in the next to last sentence of this Section 10), and the Deposit Xxxxxxx Money shall be returned to Buyer, less (I) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title CompanyPurchaser. If Xxxxx does not give the Disapproval Notice prior to expiration of the Inspection Period, any and all objections with respect to the Inspections and to the condition and suitability of the Property Purchaser shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, Buyer shall promptly restore the Property to its original prior condition, if changed due to the any physical inspections or tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studiesPurchaser or at its request. All Inspections inspections and studies shall be at Buyer's expense and Buyer Purchaser’s sole expense. Whether or not the sale described in this Contract shall close, Purchaser shall indemnify, protect, defend and hold Seller harmless from and against any all claims, actions, damages, liabilitiesliability, claimsloss, demandscosts, costs attorney’s fees and expenses related to or expenses arising therefrom (Buyer's obligations pursuant to from such inspections and studies. The provisions of this sentence Section 10 shall survive the Closing or any termination or cancellation of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREINContract notwithstanding any contrary provision hereof.
Appears in 1 contract
FEASIBILITY STUDY AND INSPECTION. (a) Buyer is granted the right to conduct an engineering, engineering and/or market and economic feasibility studies of the Property, Property and a physical inspection of all improvementsthe Property, fixtures, mechanical equipment, and personal property being sold hereby including studies or inspections to determine the existence of any environmental hazards or conditions (collectively, "Inspections"). Buyer shall have from the “Feasibility Study”) during the period (the “Feasibility Period”) commencing on the Effective Date through 5 P.M. and ending at 5:00 p.m., Dallas, Texas time on December 12May 5, 1996 2006. With Seller’s permission, after Seller has received advance notice sufficient to permit it to schedule in an orderly manner Buyer’s examination of the Property and to provide at least twenty-four ("Inspection Period"24) hours advance written notice to perform such Inspections and in this regardany affected tenants, Buyer or his its designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, analysis or other tests and inspections deemed necessary by Buyer for the Feasibility Study; provided, however, Buyer is not permitted to perform any intrusive testing, including, without limitation, a Phase II environmental assessment or boring, without (i) submitting to Seller the scope and inspections for such testing; and (ii) obtaining the prior Contract of Sale — Hidden Lake Apartments written consent of Seller which may be deemed necessary by Buyerwithheld in Seller’s sole and absolute discretion. Buyer shall not alter the physical condition of the Property without notifying Seller of its requested tests, and obtaining the written consent of Seller to any physical alteration of the Property. Buyer will exercise its best efforts to conduct or cause to be conducted all inspections and tests in a manner and at times which will not unreasonably interfere with any tenant’s use and occupancy of the Property. If Buyer determines, in his its sole judgment, that the Property is not suitable for any reason for Buyer's ’s intended use or purpose, or is not in satisfactory condition, then Buyer may, may terminate this Contract by written notice to Seller ("Disapproval Notice") on or before the end prior to expiration of the Inspection Feasibility Period, terminate this Contract for all purposes (except as provided herein) and in which case the Deposit shall Exxxxxx Money will be returned to Buyer, less (I) the sum of $100 and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow rights or title cancellation fees or charges of Title Companyobligations that survive termination. If Xxxxx does the Contract is not give terminated in the Disapproval Notice prior to expiration of manner and within the Inspection Periodtime provided in this Section 5, the condition provided in this Section 5(a) and any and all objections with respect to the Inspections and to the condition and suitability of the Property Feasibility Study shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract The Feasibility Study shall not close, through no fault of Seller, be at Buyer’s sole cost and expense.
(b) Buyer shall promptly restore the Property to its original condition, condition if damaged or changed due to the tests and inspections performed by Buyer, free of any mechanic’s or materialman’s liens or other encumbrances arising out of any of the inspections or tests, and shall provide Seller Seller, at no cost to Seller, with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections Buyer shall keep confidential the results of any tests and inspections made by Buyer, and shall not disclose said results to any third parties; other than Buyer’s officers, directors, employees, affiliates, counsel, investment advisors, potential lenders, partners, investors and participants and their advisors and other representatives (collectively “Buyer Group”), and the Buyer Group shall be at Buyer's expense informed to treat such information confidentially and in accordance with the terms and conditions of this Contract. Buyer shall indemnify, protect, defend hereby indemnifies and hold holds Seller harmless from and against any damagesall claims, liabilities, damages, losses, costs, expenses (including, without limitation, reasonable attorneys’ fees), actions and causes of action arising out of or in any way relating to the Feasibility Study performed by Buyer, its agents, independent contractors, servants and/or employees, including those caused by or in any way contributed to by the negligence of Seller, its agents, independent contractors, servants and/or employees; provided such indemnity shall not extend to the gross negligence or willful misconduct of the Seller, its agents, independent contractors, servants and/or employees. Buyer further waives and releases any claims, demands, costs damages, actions, causes of action or expenses other remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Buyer, its agents, independent contractors, servants and/or employees arising therefrom out of the Feasibility Study or use in any manner of the Property. Buyer shall procure and continue in force from and after the date Buyer first enters the Property, and continuing throughout the term of this Contract, Comprehensive General Liability Insurance with a combined single limit of not less than One Million Dollars (Buyer's obligations pursuant $1,000,000) per occurrence, or Commercial General Liability Insurance, with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) per event. Seller and Txxxxxxx Realty Corporation shall be included as an additional insured(s) under such comprehensive general liability or commercial general liability coverage. Such insurance shall include: (i) personal injury liability with employee and contractual exclusions removed; and (ii) a waiver of subrogation in favor of Seller without exception for the negligence of any additional insured. Buyer will not be permitted to come onto the Property unless and until Buyer has provided to Seller a Contract of Sale — Hidden Lake Apartments certificate of insurance evidencing such coverage, the additional insured status of Seller, and such waiver of subrogation. The provisions of this sentence Section 5(b) shall survive the Closing or any termination of this Contract and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the Contrary in this Contract).
(c) During the Feasibility Period, Buyer shall review all Service Contracts provided by Seller. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREINBuyer shall notify Seller prior to the expiration of the Feasibility Period of those Service Contracts that it disapproves, and Seller shall, at Seller’s expense, terminate such disapproved Service Contracts effective not later than the Closing Date. All Service Contracts not disapproved by Buyer during the Feasibility Period shall be deemed to have been approved by Buyer, and Buyer shall assume and be liable for any and all obligations under the respective Service Contracts extending past the Closing Date. Notwithstanding the foregoing, Buyer shall be deemed to have approved and shall have no right to reject those Service Contracts that, by their terms, cannot be terminated by Seller without the payment of a penalty, termination fee, or other charge.
Appears in 1 contract
FEASIBILITY STUDY AND INSPECTION. Buyer is granted the right to conduct an engineering, and/or market and economic feasibility studies study of the Property, and a physical inspection of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections"). Buyer shall have from the Effective Date through 5 P.M. on December 12, 1996 that date which is the twentieth (20th) business day following the Effective Date of this Contract ("Inspection Period") to perform such Inspections and in this regard, Buyer or his designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, tests and inspections which may be deemed necessary by Buyer. If Buyer determines, in his sole judgment, that the Property is not suitable for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may, by written notice to Seller ("Disapproval Notice") on or before the end of the Inspection Period, terminate this Contract for all purposes (except as provided herein) and the Deposit shall be returned to Buyer, less (Ii) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx does not give the Disapproval Notice prior to expiration of the Inspection Period, any and all objections with respect to the Inspections and to the condition and suitability of the Property shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property to its original condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
Samples: Earnest Money Contract (Metric Income Trust Series Inc)
FEASIBILITY STUDY AND INSPECTION. (a) Buyer is granted the right to conduct an engineering, engineering and/or market and economic feasibility studies of the Property, Property and a physical inspection of all improvementsthe Property, fixtures, mechanical equipment, and personal property being sold hereby including studies or inspections to determine the existence of any environmental hazards or conditions (collectively, "Inspections"). Buyer shall have from the “Feasibility Study”) during the period (the “Feasibility Period”) commencing on the Effective Date through 5 P.M. and ending at 5:00 p.m., Dallas, Texas time on December 12May 5, 1996 2006. With Seller’s permission, after Seller has received advance notice sufficient to permit it to schedule in an orderly manner Buyer’s examination of the Property and to provide at least twenty-four ("Inspection Period"24) hours advance written notice to perform such Inspections and in this regardany affected tenants, Buyer or his its designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, analysis or other tests and inspections deemed necessary by Buyer for the Feasibility Study; provided, however, Buyer is not permitted to perform any intrusive testing, including, without limitation, a Phase II environmental assessment or boring, without (i) submitting to Seller the scope and inspections for such testing; and (ii) obtaining the prior written consent of Seller which may be deemed necessary by Buyerwithheld in Seller’s sole and absolute discretion. Buyer shall not alter the physical condition of the Property without notifying Seller of its requested tests, and obtaining the written consent of Seller to any physical alteration of the Property. Buyer will exercise its best efforts to conduct or cause to be conducted all inspections and tests in a manner and at times which will not unreasonably interfere with any tenant’s use and occupancy of the Property. If Buyer determines, in his its sole judgment, that the Property is not suitable for any reason for Buyer's ’s intended use or purpose, or is not in satisfactory condition, then Buyer may, may terminate this Contract by written notice to Seller ("Disapproval Notice") on or before the end prior to expiration of the Inspection Feasibility Period, terminate this Contract for all purposes (except as provided herein) and in which case the Deposit shall Exxxxxx Money will be returned to Buyer, less (I) the sum of $100 and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow rights or title cancellation fees or charges of Title Companyobligations that survive termination. If Xxxxx does the Contract is not give terminated in the Disapproval Notice prior to expiration of manner and within the Inspection Periodtime provided in this Section 5, the condition provided in this Section 5(a) and any and all objections with respect to the Inspections and to the condition and suitability of the Property Feasibility Study shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract The Feasibility Study shall not close, through no fault of Seller, be at Buyer’s sole cost and expense.
(b) Buyer shall promptly restore the Property to its original condition, condition if damaged or changed due to the tests and inspections performed by Buyer, free of any mechanic’s or materialman’s liens or other encumbrances arising out of any of the inspections or tests, and shall provide Seller Seller, at no cost to Seller, with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
FEASIBILITY STUDY AND INSPECTION. (a) Buyer is granted the right to conduct an engineering, engineering and/or market and economic feasibility studies of the Property, Property and a physical inspection of all improvementsthe Property, fixtures, mechanical equipment, and personal property being sold hereby including studies or inspections to determine the existence of any environmental hazards or conditions (collectively, "Inspections"). Buyer shall have from the “Feasibility Study”) during the period (the “Feasibility Period”) commencing on the Effective Date through 5 P.M. and ending at 5:00 p.m., Austin, Texas time on December 12the date that is thirty (30) days after the Effective Date. With Seller’s permission, 1996 after Seller has received advance notice sufficient to permit it to schedule in an orderly manner Buyer’s examination of the Property and to provide at least twenty-four ("Inspection Period"24) hours advance written notice to perform such Inspections and in this regardany affected tenants, Buyer or his its designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, analysis or other tests and inspections deemed necessary by Buyer for the Feasibility Study; provided, however, Buyer is not permitted to perform any intrusive testing, including, without limitation, a Phase II environmental assessment or boring, without (i) submitting to Seller the scope and inspections for such testing; and (ii) obtaining the prior written consent of Seller which may be deemed necessary by Buyerwithheld in Seller’s sole and absolute discretion. Buyer shall not alter the physical condition of the Property without notifying Seller of its requested tests, and obtaining the written consent of Seller to any physical alteration of the Property. Buyer will exercise its best efforts to conduct or cause to be conducted all inspections and tests in a manner and at times which will not unreasonably interfere with any tenant’s use and occupancy of the Property. If Buyer determines, in his its sole judgment, that the Property is not suitable for any reason for Buyer's ’s intended use or purpose, or is not in satisfactory condition, then Buyer may, may terminate this Contract by written notice to Seller ("Disapproval Notice") on or before the end prior to expiration of the Inspection Feasibility Period, terminate this Contract for all purposes (except as provided herein) and in which case the Initial Deposit shall will be returned to Buyer, less (I) the sum of $100 and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow rights or title cancellation fees or charges of Title Companyobligations that survive termination. If Xxxxx does the Contract is not give terminated in the Disapproval Notice prior to expiration of manner and within the Inspection Periodtime provided in this Section 5, the condition provided in this Section 5(a) and any and all objections with respect to the Inspections and to the condition and suitability of the Property Feasibility Study shall be deemed to have been waived by Buyer for all purposes. In , and Buyer shall deliver the event additional amount of TWO-HUNDRED FIFTY-THOUSAND DOLLARS AND NO/100 ($250,000.00) (the transaction contemplated “Additional Deposit”) to the Title Company within two (2) Business Days after the expiration of the Feasibility Period, which Additional Deposit shall be held by the Title Company as escrow agent and distributed (or refunded to Buyer, as applicable) according to the terms of this Contract and at such time the Initial Deposit and the Additional Deposit shall (i) become non-refundable to Purchaser except as provided in this Contract (including, without limitation, as a result of a default by Seller or failure of a condition to Closing under this Contract); and (ii) be applicable to the Purchase Price at Closing. The Feasibility Study shall not close, through no fault of Seller, be at Buyer’s sole cost and expense.
(b) Buyer shall promptly restore the Property to its original condition, condition if damaged or changed due to the tests and inspections performed by Buyer, free of any mechanic’s or materialman’s liens or other encumbrances arising out of any of the inspections or tests, and shall provide Seller Seller, at no cost to Seller, with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections Buyer shall keep confidential the results of any tests and inspections made by Buyer, and shall not disclose said results to any third parties; other than Buyer’s officers, directors, employees, affiliates, counsel, investment advisors, potential lenders, partners, investors and participants and their advisors and other representatives (collectively “Buyer Group”), and the Buyer Group shall be at Buyer's expense informed to treat such information confidentially and in accordance with the terms and conditions of this Contract. Buyer shall indemnify, protect, defend hereby indemnifies and hold holds Seller harmless from and against any damagesall claims, liabilities, damages, losses, costs, expenses (including, without limitation, reasonable attorneys’ fees), actions and causes of action arising out of or in any way relating to the Feasibility Study performed by Buyer, its agents, independent contractors, servants and/or employees, including those caused by or in any way contributed to by the negligence of Seller, its agents, independent contractors, servants and/or employees; provided such indemnity shall not extend to the gross negligence or willful misconduct of the Seller, its agents, independent contractors, servants and/or employees. Buyer further waives and releases any claims, demands, costs damages, actions, causes of action or expenses other remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Buyer, its agents, independent contractors, servants and/or employees arising therefrom out of the Feasibility Study or use in any manner of the Property. Buyer shall procure and continue in force from and after the date Buyer first enters the Property, and continuing throughout the term of this Contract, Comprehensive General Liability Insurance with a combined single limit of not less than One Million Dollars (Buyer's obligations pursuant $1,000,000) per occurrence, or Commercial General Liability Insurance, with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) per event. Seller shall be included as an additional insured(s) under such comprehensive general liability or commercial general liability coverage. Such insurance shall include: (i) personal injury liability with employee and contractual exclusions removed; and (ii) a waiver of subrogation in favor of Seller without exception for the negligence of any additional insured. Buyer will not be permitted to come onto the Property unless and until Buyer has provided to Seller a certificate of insurance evidencing such coverage, the additional insured status of Seller, and such waiver of subrogation. The provisions of this sentence Section 5(b) shall survive the Closing or any termination of this Contract and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Contract).
(c) During the Feasibility Period, Buyer shall review all Service Contracts provided by Seller. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREINBuyer shall notify Seller prior to the expiration of the Feasibility Period of those Service Contracts that it disapproves, and Seller shall, at Seller’s expense, terminate such disapproved Service Contracts effective not later than the Closing Date. All Service Contracts not disapproved by Buyer during the Feasibility Period shall be deemed to have been approved by Buyer, and Buyer shall assume and be liable for any and all obligations under the respective Service Contracts extending past the Closing Date. Notwithstanding the foregoing, Buyer shall be deemed to have approved and shall have no right to reject those Service Contracts that, by their terms, cannot be terminated by Seller without the payment of a penalty, termination fee, or other charge.
Appears in 1 contract
Samples: Contract of Sale (Grubb & Ellis Apartment REIT, Inc.)
FEASIBILITY STUDY AND INSPECTION. Buyer is granted the right to conduct an engineering, and/or market and economic feasibility studies of the Property, and a physical inspection of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections"). Buyer shall have from the Effective Date through 5 P.M. on December 12February 6, 1996 1997 ("Inspection Period") to perform such Inspections and in this regard, Buyer or his designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, tests and inspections which may be deemed necessary by Buyer. If Buyer determines, in his sole judgment, that the Property is not suitable for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may, by written notice to Seller ("Disapproval Notice") on or before the end of the Inspection Period, terminate this Contract for all purposes (except as provided herein) and the Deposit shall be returned to Buyer, less (Ii) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx Buyer does not give the Disapproval Notice prior to expiration of the Inspection Period, any and all objections with respect to the Inspections and to the condition and suitability of the Property shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property to its original condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
Samples: Earnest Money Contract (Metric Income Trust Series Inc)
FEASIBILITY STUDY AND INSPECTION. (a) Commencing on the Effective Date, but subject to Buyer’s compliance with the terms of this Section 4 and to Buyer’s not being in default under this Contract, Buyer is granted the right right, at Buyer’s sole expense, to enter onto the Property in order to conduct an engineering, any engineering and/or market and economic feasibility studies of the Property, physical inspections of the Property, including a Phase I environmental study (but not a Phase II without Seller’s prior written consent, which will not be unreasonably withheld), and a physical any other non-invasive test, study, review or inspection of all improvementsthe Property and, fixturesto the extent copies are not provided to Buyer by Seller pursuant to Section 6, mechanical equipmentto review and copy Seller’s books and records relating to the Property and any of the documents described in Section 6, and personal property being sold hereby other matters necessary in the sole discretion of Buyer to evaluate and analyze the feasibility of the Property for Buyer’s intended use thereof (the “Feasibility Study”). Buyer or its designated agents, independent contractors, prospective lender(s) or investor(s), and/or employees (collectively, "Inspections"). Buyer shall have from the Effective Date through 5 P.M. on December 12, 1996 ("Inspection Period"“Buyer’s Agents”) to perform such Inspections and in this regard, Buyer or his designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysisany tests, tests reviews and inspections which may that Buyer deems necessary for the Feasibility Study; however, all such tests, reviews and inspections will be deemed necessary by Buyerconducted in a manner so as not to cause permanent damage to the Property and that minimize inconveniences to and interruption of the tenants of the Property. If Buyer determines, in his its sole judgment, that Buyer wishes to proceed with the Property is not suitable for any reason for Buyer's intended use or purposepurchase of the Property, or is not in satisfactory condition, then Buyer may, may waive its termination rights under this Section by delivering written notice to Seller ("Disapproval the “Waiver Notice"”) not later than 4:00 p.m., pacific standard time on or before May 27, 2015 (the end of “Feasibility Period Expiration Date”), and within one (1) business day following the Inspection PeriodFeasibility Period Expiration Date, terminate delivering the Additional Xxxxxxx Money to the Title Company. If Buyer does not deliver the Waiver Notice and deposit the Additional Xxxxxxx Money as required in the prior sentence, this Contract for all purposes (except as provided herein) and will automatically terminate without any further action by either party, the Deposit shall Xxxxxxx Money, less the Non-refundable Xxxxxxx Money, will be returned to Buyer, less (I) the sum of $100 to Non-refundable Xxxxxxx Money will be delivered to Seller, and, thereafter, neither party will have any further rights or obligations hereunder, except those rights and retained by Seller as consideration for this Contract, obligations which consideration is deemed earned as of the date are expressly stated to survive termination of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx does not give Buyer delivers the Disapproval Waiver Notice prior and Additional Xxxxxxx Money in the manner and within the time provided in this Section, the right of Buyer to expiration of the Inspection Period, any and all objections with respect to the Inspections and to the condition and suitability of the Property shall terminate this Contract provided in this Section 4.(a) will be deemed to have been waived by Buyer for all purposes. In At any time prior to the event the transaction contemplated in Feasibility Period Expiration Date, Buyer may terminate this Contract shall not closefor any reason or for no reason whatsoever by delivery of written notice of such termination to Seller and Escrow Agent (the “Termination Notice”), through no fault of in which event this Contract will automatically terminate without any further action by either party, the Xxxxxxx Money, less the Non-refundable Xxxxxxx Money, will be returned to Buyer, the Non-refundable Xxxxxxx Money will be delivered to Seller, and, thereafter, neither party will have any further rights or obligations hereunder, except those rights and obligations which are expressly stated to survive termination of this Contract.
(b) If Buyer's inspections cause any change, alteration or damage to the Property and this Contract is terminated for any reason, Buyer shall must restore the Property to its original conditionthe condition that existed immediately prior to such change, if changed due to alteration or damage, at Buyer's sole expense. The provisions of the tests and inspections performed by Buyer, previous sentence shall control over any conflicting or inconsistent provisions contained in this Contract and shall survive termination of this Contract for a period of three (3) months; provided however that if Seller has provided written notice to Buyer specifying, with reasonable detail, a repair Buyer is required to make hereunder, then such three-month period shall be extended until the repair is completed by Buyer and approved by Seller.
(c) Promptly following receipt of payment from Seller for the actual costs thereof, Buyer agrees to provide Seller with a copy of all third-party studies and reports prepared for it by Buyer’s Agents relating to the results Property, except for economic feasibility studies (collectively, “Buyer’s Due Diligence Materials”), within seven days of receipt of such payment; provided however that such delivery shall be expressly without any representation or warranty and without right of reliance thereon, and shall be subject to any confidentiality requirements of the provider of such report. Buyer’s obligations under the prior sentence will survive termination of this Contract for a period of three (3) months, provided, however, that if Seller has provided written notice to Buyer requesting any study or report Buyer is required to provide hereunder, then such three-month period shall be extended until the study or report is provided by Buyer.
(d) EXCEPT TO THE EXTENT ARISING OUT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR SELLER’S CONTRACTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS, WHETHER OR NOT THE TRANSACTION DESCRIBED IN THIS CONTRACT CLOSES, BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ALL CLAIMS, LIABILITIES, DAMAGES AND CAUSES OF ACTION (EACH AND COLLECTIVELY, A “CLAIM”) ARISING OUT OF BUYER’S ENTRY ON THE PROPERTY AND/OR THE FEASIBILITY STUDY PERFORMED BY BUYER AND BUYER’S AGENTS; PROVIDED, HOWEVER, THAT BUYER SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR EXPENSES RESULTING FROM THE DISCOVERY OF ADVERSE INFORMATION REGARDING THE PROPERTY OR FOR ANY CONSEQUENTIAL, SPECULATIVE, PUNITIVE OR INCIDENTAL DAMAGES. Any provision to the contrary herein notwithstanding, the provisions of the previous sentence shall survive termination of this Contract for any reason for a period of three (3) months from the date of termination with respect to any Claim of Seller other than related to third-party Claims, and three (3) months after Seller’s receipt of written notice of such Claim with respect to any claim based on a Claim made by a third party (but in no event later than three (3) months after the expiration of such third-party’s applicable statute of limitations to make such Claim) and, if Seller notifies Buyer of any tests Claim within such applicable period, will survive and inspections made continue until the indemnification obligation related to such Claim is satisfied.
(e) Prior to any entry upon the Land by Buyer or Buyer's Agents, excluding any market and economic feasibility studies. All Inspections shall be Buyer must secure, at Buyer's expense expense, the following policies of insurance, which must include coverage of the activities of Buyer and Buyer's Agents on the Property: (a) comprehensive general and property damage insurance, including direct contractual and contingent liability, with a combined single limit of $1,000,000 for bodily injury to, or death of, any person, or more than one person, on an occurrence basis, and $1,000,000 for property damage in any one or more accidents, with aggregate operations on an occurrence basis; and (b) comprehensive automobile liability insurance with limits of $1,000,000 for personal injury to, or death of, any one or more persons, in any one accident, and $1,000,000 for property damage in any one or more accidents. These policies of insurance must be issued on an occurrence basis, maintained in effect at all times during the term of this Contract, name Seller as an additional insured and provide that the policies may not be terminated without 30 days' prior written notice to Seller. Copies of the certificates of coverage confirming Seller’s designation as an additional insured must be delivered to Seller prior to any entry on the Land by Buyer or Buyer's Agents. This Contract supersedes and replaces the Access Agreement dated April 27, 2015, which is hereby terminated.
(f) Buyer must give Seller written notice prior to the Feasibility Period Expiration Date of any Service Contracts Buyer wishes to assume at Closing. Any Service Contracts that Buyer does not elect to assume will be terminated by Seller as of the Closing Date at no cost to Buyer; provided, however, that if Seller is unable to terminate any Service Contracts without payment of a fee or penalty in excess of $10,000.00, then Seller will give written notice to Buyer of such inability and Buyer shall indemnifymay, protectas its sole and exclusive remedy, defend choose, by giving written notice to Seller within two business days of Seller’s delivery of such notice, to either (i) pay the amount of the fee or penalty that exceeds $10,000.00, in which case Seller will terminate such Service Contracts, (ii) assume such Service Contracts and hold Seller harmless from proceed to Closing, or (iii) terminate this Contract. In the event of such a termination, the Xxxxxxx Money, less the Non-refundable Xxxxxxx Money, will be returned to Buyer, the Non-refundable Xxxxxxx Money will be delivered to Seller, and, thereafter, neither party will have any further right or obligation hereunder except those rights and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant which are expressly stated to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREINSeller shall cooperate with Buyer, both before and after Closing, to obtain any approvals or consents required to assign any Service Contracts that Buyer elects to assume, including, without limitation, sending requests for such approvals or consents to the party or parties whose consent or approval is required. If Seller fails to timely send any such request for approval or consent, Buyer may do so in Seller’s name. Seller’s obligations under this Section 4.(f) shall survive Closing for a period of three (3) months.
Appears in 1 contract
FEASIBILITY STUDY AND INSPECTION. Buyer is granted the right to conduct an engineering, and/or market and economic feasibility studies of the Property, and a physical inspection of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections"). Buyer shall have from the Effective Date through 5 P.M. on December 12February 28, 1996 1997 ("Inspection Period") to perform such Inspections and in this regard, Buyer or his designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, tests and inspections which may be deemed necessary by Buyer. If Buyer determines, in his sole judgment, that the Property is not suitable for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may, by written notice to Seller ("Disapproval Notice") on or before the end of the Inspection Period, terminate this Contract for all purposes (except as provided herein) and the Deposit shall be returned to Buyer, less (Ii) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx Buyer does not give the Disapproval Notice prior to expiration of the Inspection Period, any and all objections with respect to the Inspections and to the condition and suitability of the Property shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property to its original condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
Samples: Earnest Money Contract (Metric Income Trust Series Inc)
FEASIBILITY STUDY AND INSPECTION. (a) After the Effective Date of this Contract, Buyer is granted the right to conduct an engineering, engineering and/or market and economic feasibility studies of the Property, Property and a physical inspection of all improvementsthe Property, fixtures, mechanical equipment, and personal property being sold hereby including studies or inspections to determine the existence of any environmental hazards or conditions (collectively, "Inspections"). Buyer shall have from the “Feasibility Study”) during the period (the “Feasibility Period”) commencing on the effective date of this Contract and ending at 5:00 p.m., Massillon, Ohio time on the date that is sixty (60) days after the Effective Date through 5 P.M. on December 12Date. With Seller's permission, 1996 after Xxxxxx has received advance notice sufficient to permit it to schedule in an orderly manner Buyer's examination of the Property and to provide at least twenty-four ("Inspection Period"24) hours advance written notice to perform such Inspections and in this regardany affected tenants, Buyer or his its designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, analysis or other tests and inspections which may be deemed necessary by BuyerBuyer for the Feasibility Study. Buyer shall not materially alter the physical condition of the Property without notifying Seller of its requested tests, and obtaining the written consent of Seller to any physical alteration of the Property. Buyer will exercise commercially reasonable efforts to conduct or cause to be conducted all inspections and tests in a manner and at times which will not unreasonably interfere with any tenant's use and occupancy of the Property. If Buyer determines, in his its sole judgment, that the Property is not suitable for any reason for BuyerXxxxx's intended use or purpose, or is not in satisfactory condition, then Buyer may, may terminate this Contract by written notice to Seller ("Disapproval Notice") on or before the end prior to expiration of the Inspection Feasibility Period, terminate this Contract for all purposes (except as provided herein) and in which case the Deposit shall Xxxxxxx Money will be returned to Buyer, less (I) the sum of $100 to be delivered to and retained by Seller neither party shall have any further right or obligation hereunder other than as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx does not give the Disapproval Notice prior to expiration of the Inspection Period, any and all objections set forth herein with respect to the Inspections and to the condition and suitability of the Property rights or obligations which survive termination. The Feasibility Study shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, at Buyer's expense.
(b) Buyer shall restore the Property to substantially its original condition, condition if damaged or changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy free of any mechanic's or materialman's liens or other encumbrances arising out of any of the results inspections or tests. WHETHER OR NOT THE TRANSACTION DESCRIBED IN THIS CONTRACT SHALL CLOSE, BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ALL CLAIMS, LIABILITIES, DAMAGES AND CAUSES OF ACTION ARISING OUT OF THE FEASIBILITY STUDY PERFORMED BY BUYER, ITS AGENTS, INDEPENDENT CONTRACTORS, SERVANTS AND/OR EMPLOYEES, provided that Buyer shall not be liable to Seller for the mere discovery of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be pre-existing condition at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREINthe Property.
Appears in 1 contract
FEASIBILITY STUDY AND INSPECTION. After the Effective Date, Buyer is granted the right to conduct an engineering, and/or market and economic feasibility studies of the Property, and a physical inspection and study of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections")the Property during normal business hours. Buyer shall have from until 5:00 p.m., on the first day following the thirtieth (30th) day following the Effective Date through 5 P.M. on December 12, 1996 ("Inspection said 30-day period is herein referred to as the “Feasibility Period"”) to perform such Inspections inspection and in this regard, Buyer or his designated agents may may, upon not less than 24 hours prior notice to Seller, enter upon the Property upon reasonable notice at reasonable times (so long as Buyer permits Seller to accompany Buyer during such inspections) for purposes of such analysis, tests and inspections inspection which may be deemed necessary by Buyer, subject to the provisions of the immediately following paragraph hereof. If Buyer determines, in his sole judgment, determines that the Property is not suitable for any reason for Buyer's ’s intended use or purpose, or is for any or no reason Buyer elects not in satisfactory conditionto proceed with the purchase of the Property, then Buyer may, by written notice to Seller ("Disapproval Notice") Seller, on or before the end expiration of the Inspection Feasibility Period, terminate this Contract, in which event this Contract for all purposes (except as provided herein) shall terminate, and neither party shall have any further rights, duties or obligations hereunder, and the Deposit Xxxxxxx Money shall immediately be returned to Buyer, less (I) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx does the written notice described in the preceding sentence is not give the Disapproval Notice given to Seller prior to the expiration of the Inspection Feasibility Period, any and all objections with respect to then the Inspections and to the condition and suitability conditions of the Property this Section 7 shall be deemed to have been waived by fully satisfied, and Buyer for all purposesmay not thereafter terminate this Contract pursuant to this Section 7. In the event the transaction contemplated described in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property to its original prior condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections inspections and studies shall be at Buyer's expense ’s sole expense. WHETHER OR NOT THE TRANSACTION DESCRIBED IN THIS CONTRACT SHALL CLOSE, BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ALL CLAIMS, ACTIONS, DAMAGES, LIABILITY, LOSS, COSTS, ATTORNEY’S FEES AND EXPENSES RELATED TO OR ARISING FROM SUCH INSPECTIONS AND STUDIES, INCLUDING THOSE ARISING FROM SELLER’S NEGLIGENCE TO THE EXTENT (BUT NO FURTHER) SELLER IS ALLEGED OR FOUND TO HAVE BEEN NEGLIGENT IN ENTERING INTO THIS CONTRACT, NEGLIGENT FOR GRANTING ACCESS TO THE PROPERTY TO BUYER OR NEGLIGENT IN FAILING TO SUPERVISE THE CONDUCT OF BUYER, ITS AGENTS, CONTRACTORS AND EMPLOYEES IN, ON, OR ABOUT THE PROPERTY. The provisions of this Section 7 shall survive the Closing or any termination or cancellation of this Contract notwithstanding any contrary provision hereof and Buyer’s indemnification obligations (and Seller’s right to enforce the same) shall, notwithstanding any contrary provision hereof, in no way be limited by the limitations on Seller’s remedies set forth in Section 14 hereof, Seller to have all rights and remedies in the enforcement of Buyer’s indemnification and other obligations under this Section 7 with regard to restoration of the Property. Notwithstanding any other provision of this Contract, at least three (3) business days prior to performing any such inspection or study of the Property which will involve the intrusive or destructive sampling or analysis of any portion of the Property or its improvements, including without limitation any soil, water or ground water on or under the Property (“Intrusive Investigation”), Buyer shall provide to Seller a detailed description of the work to be performed during the Intrusive Investigation. During the three (3) business day period after receipt of Buyer’s description, Seller shall have the right to object to any portion of the proposed Intrusive Investigation, and Buyer shall indemnifyrefrain from performing any such portion of the proposed Intrusive Investigation. Seller or its representative shall have the right, protectbut not the obligation, defend to observe any and hold Seller harmless from and against any damages, liabilities, claims, demands, costs all activities of Buyer or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination its representative during the performance of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREINIntrusive Investigation activities.
Appears in 1 contract
Samples: Amendment to Agreement (Inland American Real Estate Trust, Inc.)
FEASIBILITY STUDY AND INSPECTION. Buyer is granted the right to (a) Purchaser may conduct an engineering, and/or market market, and economic feasibility studies of the Property, and a physical inspection of all improvementsthe Property, fixtures, mechanical equipment, and personal property being sold hereby including studies or inspections to determine the existence of any environmental hazards or conditions (collectively, "Inspections"). Buyer shall have from the “Inspection”) during the period (the “Inspection Period”) commencing on the Effective Date through 5 P.M. on December 12and ending at 5:00 p.m., 1996 Dallas, Texas time thirty ("Inspection Period"30) days thereafter. After Purchaser has provided not less than three (3) Business Days’ notice (which period shall be inclusive of the notice required to be provided to the tenant under the Lease) to perform such Inspections and in Seller (which for the purposes of this regardSection 5(a) only may be by email to Xxxx Xxxxx at xxxxxx@xxx-xxx.xxx, Buyer with a copy to Xxxxx Xxxx at xxxxx@xxx-xxx.xxx), Purchaser or his its designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, analysis or other tests and inspections deemed necessary by Purchaser for the Inspection; provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a Phase II environmental assessment or boring, without (i) submitting to Seller the scope and inspections for the testing, and (ii) obtaining the prior written consent of Seller which may be deemed necessary withheld in Seller’s sole and absolute discretion. Seller may have a representative present at any inspection or testing made by BuyerPurchaser on the Property. Purchaser shall not alter the physical condition of the Property without notifying Seller of its requested tests, and obtaining the prior written consent of Seller to any physical alteration of the Property. Purchaser will exercise diligent and good faith efforts to conduct or cause to be conducted all inspections and tests in a manner and at times that will not unreasonably interfere with any tenant’s use and occupancy of the Property. If Buyer Purchaser determines, in his its sole judgment, that the Property is not suitable judgment and for any reason for Buyer's intended use or purposeno reason, or is not in satisfactory conditionthat it has decided to terminate this Agreement, then Buyer may, Purchaser may terminate this Agreement by written notice to Seller ("Disapproval Notice") on or before the end of the Inspection Period, terminate this Contract for all purposes (except as provided herein) and the Deposit shall be returned to Buyer, less (I) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) Title Company at any escrow or title cancellation fees or charges of Title Company. If Xxxxx does not give the Disapproval Notice time prior to the expiration of the Inspection Period, in which case the Xxxxxxx Money will be returned to Purchaser, and neither party shall have any and all objections further right or obligation hereunder other than as set forth herein with respect to rights or obligations that survive termination. If this Agreement is not terminated in the Inspections manner and to within the time provided in this Section 5(a), the condition provided in this Section 5(a) and suitability of any objections regarding the Property Inspection shall be deemed to have been waived by Buyer Purchaser for all purposes. In the event the transaction contemplated in this Contract The Inspection shall not close, through no fault of Seller, Buyer be at Purchaser’s sole cost and expense.
(b) Purchaser shall promptly restore the Property to its original condition, condition existing at the time of Purchaser’s tests or inspections if damaged or changed due to the tests and inspections performed by BuyerPurchaser, and free of any mechanic’s or materialman’s liens or other encumbrances arising out of any of the inspections or tests. Upon Seller’s request, Purchaser shall provide Seller, at no cost to Seller (other than any out-of-pocket cost incurred by Purchaser in connection with the provision of such copies), with a copy of the results of any tests and inspections made by BuyerPurchaser, excluding any market and economic feasibility studiesstudies and Purchaser’s internal analysis and proprietary information (collectively, “Purchaser Reports”). All Inspections Any Purchaser Reports (or drafts thereof) delivered to Seller will be delivered for informational purposes only and Purchaser makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in the Purchaser Reports (or drafts thereof). Seller agrees not to enforce any claim or cause of action against Purchaser or the preparers of the Purchaser Reports (unless Seller obtains its own separate agreement with the preparer of the applicable Purchaser Reports) for any inaccuracies in the Purchaser Reports. Prior to Closing, Purchaser shall keep the Purchaser’s Reports confidential, and may not disclose the results to any third parties except (i) as may be at Buyer's expense required by law or court order after advance written notice to Seller and Buyer the opportunity to intervene prior to disclosure, and/or (ii) to Purchaser’s consultants, attorneys, advisors and potential lenders to the extent (y) such disclosure is reasonably necessary to such party(ies), and (z) such parties are made aware of the existence of, and directed by Purchaser to comply with, the confidentiality terms applicable to Purchaser herein. Except as expressly set forth in Section 20(q), Purchaser shall indemnifynot be bound by any confidentiality requirements contained in this Agreement after the Closing. PURCHASER HEREBY INDEMNIFIES AND HOLDS SELLER HARMLESS FROM ALL CLAIMS, protectLIABILITIES, defend DAMAGES (EXCLUDING SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES), LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), ACTIONS, AND CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATING TO THE INSPECTION PERFORMED BY PURCHASER, ITS AGENTS, INDEPENDENT CONTRACTORS, SERVANTS, AND/OR EMPLOYEES, INCLUDING THOSE CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OF SELLER, ITS AGENTS, INDEPENDENT CONTRACTORS, SERVANTS, AND/OR EMPLOYEES, BUT EXCLUDING (I) THOSE CAUSED SOLELY BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SELLER, ITS AGENTS, INDEPENDENT CONTRACTORS, SERVANTS, AND/OR EMPLOYEES, OR (II) PRE-EXISTING CONDITIONS MERELY DISCOVERED BY PURCHASER OR ITS AGENTS. Purchaser further waives and hold Seller harmless from and against releases any damages, liabilities, claims, demands, costs damages, actions, causes of action or expenses other remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Purchaser, its agents, independent contractors, servants and/or employees arising therefrom out of the Inspection or use in any manner of the Property. Purchaser shall procure, or cause its third party inspectors and agents to procure, and continue in force from and after the date Purchaser first enters the Property, and continuing throughout the term of this Agreement, commercial general liability insurance, including direct contractual and contingent liability, with limits of not less than One Million Dollars (Buyer's obligations pursuant $1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. Seller, LIC US Real Estate Fund No. 1, and LIC U.S., LLC shall be included as an additional insured(s) under Purchaser’s commercial general liability coverage. In addition, this insurance must include: (i) personal injury liability with employee and contractual exclusions removed; and (ii) a waiver of subrogation in favor of Seller without exception for the negligence of any additional insured. Purchaser will not be permitted to come onto the Property unless and until Purchaser has provided to Seller copies of the insurance policy or policies evidencing this sentence coverage, the additional insured status of Seller, and the waiver of subrogation. The provisions of this Section 5(b) shall survive the Closing or any termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREINAgreement and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rodin Global Property Trust, Inc.)
FEASIBILITY STUDY AND INSPECTION. After the Effective Date, Buyer is granted the right right, on behalf of itself, its employees, agents and contractors, to conduct an engineering, and/or market and economic feasibility studies of the Property, and a physical inspection and study of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections")the Property during normal business hours. Buyer shall have from a period of time (such period is herein referred to as the “Feasibility Period”) commencing on the Effective Date through 5 P.M. and ending at 5:00 pm, Houston, Texas local time, on December 12, 1996 the thirtieth ("Inspection Period"30th) day thereafter to perform such Inspections inspection and in this regard, Buyer or his its designated agents may agents, employees or contractors may, upon not less than one (1) business day prior notice to Seller, enter upon the Property upon reasonable notice at reasonable times during normal business hours (so long as Buyer permits Seller to accompany Buyer during such inspections) for purposes of such analysis, tests and inspections inspection which may be deemed necessary by Buyer, subject to the provisions of the immediately following paragraph hereof. If Buyer determines, in his sole judgment, determines that the Property is not suitable for any reason for Buyer's ’s intended use or purpose, or is not in satisfactory condition, then Buyer may, by written notice to Seller ("Disapproval Notice") Seller, on or before the end expiration of the Inspection Feasibility Period, terminate this Contract for all purposes (except as provided herein) Contract, in which event neither party shall have any further rights, duties or obligations hereunder, and the Deposit Xxxxxxx Money shall be returned to Buyer, less (I) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx does the written notice described in the preceding sentence is not give the Disapproval Notice given to Seller prior to the expiration of the Inspection Feasibility Period, any and all objections with respect to then the Inspections and to the condition and suitability conditions of the Property this Section 6 shall be deemed to have been waived by fully satisfied, and Buyer for all purposesmay not thereafter terminate this Contract pursuant to this Section 6. In the event the transaction contemplated described in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property as near as reasonably possible to its original prior condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections inspections and studies shall be at Buyer's expense and Buyer shall indemnify’s sole expense. WHETHER OR NOT THE TRANSACTION DESCRIBED IN THIS CONTRACT SHALL CLOSE, protectBUYER SHALL INDEMNIFY, defend and hold Seller harmless from and against any damagesDEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ALL CLAIMS, liabilitiesACTIONS, claimsDAMAGES, demandsLIABILITY, costs or expenses arising therefrom LOSS, COSTS, ATTORNEY’S FEES AND EXPENSES RELATED TO OR ARISING FROM SUCH INSPECTIONS AND STUDIES, INCLUDING THOSE ARISING FROM SELLER’S NEGLIGENCE TO THE EXTENT (Buyer's obligations pursuant to BUT NO FURTHER) SELLER IS ALLEGED OR FOUND TO HAVE BEEN NEGLIGENT IN FAILING TO SUPERVISE THE CONDUCT OF BUYER, ITS AGENTS, CONTRACTORS AND EMPLOYEES IN, ON, OR ABOUT THE PROPERTY. The provisions of this sentence Section 6 shall survive the Closing or any termination or cancellation of this Contract. Notwithstanding any contrary provision hereof, Buyer’s indemnification and restoration obligations (and Seller’s right to enforce the same) shall, in no way be limited by the limitations on Seller’s remedies set forth in Section 13 hereof, and Seller to have all rights and remedies in the enforcement of Buyer’s indemnification and restoration obligations. Notwithstanding any other provision of this Contract, (a) at least three (3) business days prior to performing any such inspection or study of the Property which will involve the intrusive or destructive sampling or analysis of any portion of the Property or its improvements (“Intrusive Investigation”), Buyer shall provide to Seller a detailed description of the work to be performed during the Intrusive Investigation. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.During the three (3) business day period after receipt of Buyer’s description, Seller shall have the
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sterling Bancshares Inc)
FEASIBILITY STUDY AND INSPECTION. Buyer is granted the right to conduct an engineering, and/or market and economic feasibility studies study of the Property, and a physical inspection of all improvements, fixtures, mechanical equipment, and personal property being sold hereby (collectively, "Inspections"). Buyer shall have from the Effective Date through 5 P.M. on December 12March 14, 1996 1997 ("Inspection Period") to perform such Inspections and in this regard, Buyer or his designated agents may enter upon the Property upon reasonable notice at reasonable times for purposes of such analysis, tests analysis and inspections which may be deemed necessary by Buyer. If Buyer determines, in his sole judgment, that the Property is not suitable for any reason for Buyer's intended use or purpose, or is not in satisfactory condition, then Buyer may, by written notice to Seller ("Disapproval Notice") on or before the end of the Inspection Period, terminate this Contract for all purposes (except as provided herein) and the Deposit shall be returned to Buyer, less (I) the sum of $100 to be delivered to and retained by Seller as consideration for this Contract, which consideration is deemed earned as of the date of this Contract, and (ii) any escrow or title cancellation fees or charges of Title Company. If Xxxxx does not give the Disapproval Notice prior to expiration of the Inspection Period, any and all objections with respect to the Inspections and to the condition and suitability of the Property shall be deemed to have been waived by Buyer for all purposes. In the event the transaction contemplated in this Contract shall not close, through no fault of Seller, Buyer shall restore the Property to its original condition, if changed due to the tests and inspections performed by Buyer, and shall provide Seller with a copy of the results of any tests and inspections made by Buyer, excluding any market and economic feasibility studies. All Inspections shall be at Buyer's expense and Buyer shall indemnify, protect, defend and hold Seller /s/ BH JH harmless from and against any damages, liabilities, claims, demands, costs or expenses arising therefrom (Buyer's obligations pursuant to this sentence shall survive Closing or termination of this Contract). BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE ATTACHED ADDENDUM IS A PART OF THIS CONTRACT AND SHALL BE APPLICABLE TO THE TRANSACTION CONTEMPLATED HEREIN.
Appears in 1 contract
Samples: Earnest Money Contract (Metric Income Trust Series Inc)
