Common use of General; Certain Limitations Clause in Contracts

General; Certain Limitations. Upon reasonable prior written notice to Seller, but in no event less than two (2) days’ (and at least one (1) Business Day’s) prior notice, and receipt of written authorization from Seller (which shall not be unreasonably withheld, delayed or conditioned), prior to the Closing Date or termination of this Agreement in accordance with Article XI, Purchaser, through its authorized agents or representatives, may (i) enter upon the Timberlands at all reasonable times for the purposes of making inspections and other studies; provided, however, that neither Purchaser nor its agents or representatives shall (A) enter upon the Timberlands for the purpose of preparing phase II environmental assessment reports or making any soil borings or other invasive or other subsurface environmental investigations relating to all or any portion of the Timberlands, (B) prepare or instruct its agents or representatives to prepare phase II environmental assessment reports or make any soil borings or other invasive or other subsurface environmental investigations relating to all or any portion of the Timberlands, or (C) contact any official or representative of any Governmental Authority regarding Hazardous Substances on or the environmental condition of the Timberlands, in each case without Seller’s prior written consent thereto (which shall not be unreasonably withheld, conditioned or delayed), and (ii) interview employees of Seller, in the presence, and under the supervision, of appropriate officers of Seller, for transition planning purposes and in connection with Purchaser’s environmental investigations. Upon the completion of such inspections and studies described in clause (i) of this Section 8.1(a), Purchaser, at its expense, shall repair any physical damage caused to the Property and remove all debris resulting from and all other material placed on the Timberlands in connection with Purchaser’s inspections and studies.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Potlatch Corp)

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General; Certain Limitations. Upon reasonable prior written notice to Seller, but in no event less than two (2) days’ days (and at least one (1) Business Day’s) prior notice, and receipt of written authorization from Seller (which shall not be unreasonably withheld, delayed or conditioned)Seller, prior to the Closing Date or termination of this Agreement in accordance with Article XI, Purchaser, through its authorized agents or representatives, may (i) enter upon the Timberlands and the Substitute Timberlands, if any, at all reasonable times for the purposes of making inspections and other studies; provided, however, that neither Purchaser nor its agents or representatives shall (Ai) enter upon the Timberlands or the Substitute Timberlands, if any, for the purpose of preparing phase Phase II environmental assessment reports Reports or making any soil borings or other invasive or other subsurface environmental investigations relating to all or any portion of the Timberlands or the Substitute Timberlands, if any, (Bii) prepare or instruct its agents or representatives to prepare phase Phase II environmental assessment reports Reports or make any soil borings or other invasive or other subsurface environmental investigations relating to all or any portion of the Timberlands the Substitute Timberlands, if any, or (Ciii) contact any official or representative of any Governmental Authority regarding Hazardous Substances on or the environmental condition of the Timberlands or the Substitute Timberlands, if any, in each case without Seller’s prior written consent thereto (which shall not be unreasonably withheld, conditioned or delayed), and (ii) interview employees of Seller, in the presence, and under the supervision, of appropriate officers of Seller, for transition planning purposes and in connection with Purchaser’s environmental investigationsthereto. Upon the completion of such inspections and studies described in clause (i) of this Section 8.1(a)studies, Purchaser, at its expense, shall repair any physical damage caused to the Property and remove all debris resulting from and all other material placed on the Timberlands or the Substitute Timberlands, if any, in connection with Purchaser’s inspections and studies.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Forestar Group Inc.)

General; Certain Limitations. Upon reasonable prior written notice to Seller, but in no event less than two (2) days’ (and at least one (1) Business Day’s) prior notice, and receipt of written authorization from Seller (which shall not be unreasonably withheld, delayed or conditioned)Seller, prior to the Closing Date or termination of this Agreement in accordance with Article XI, Purchaser, through its authorized agents or representatives, may (i) enter upon the Timberlands at all reasonable times for the purposes of making inspections and other studies; provided, however, that such entry shall be at the sole risk of Purchaser and shall not interfere with Seller’s business operations on the Timberlands, and neither Purchaser nor its agents or representatives shall (Ai) enter upon the Timberlands for the purpose of preparing phase Phase II environmental assessment reports Reports or making any soil borings or other invasive or other subsurface environmental investigations relating to all or any portion of the Timberlands, (Bii) prepare or instruct its agents or representatives to prepare phase Phase II environmental assessment reports Reports or make any soil borings or other invasive or other subsurface environmental investigations relating to all or any portion of the Timberlands, or (Ciii) contact any official or representative of any Governmental Authority regarding Hazardous Substances on or the environmental condition of the Timberlands, or (iv) contact any counter party to any Timberland Lease, Assumed Contract, Real Property Lease, or Seedling Contract regarding the terms and conditions of such contract or agreement, this Agreement, the Property or Purchaser’s proposed acquisition of the Property, in each case without Seller’s prior written consent thereto (which shall not be unreasonably withheld, conditioned or delayed), and (ii) interview employees of Seller, in the presence, and under the supervision, of appropriate officers of Seller, for transition planning purposes and in connection with Purchaser’s environmental investigationsthereto. Upon the completion of such inspections and studies described in clause (i) of this Section 8.1(a)studies, Purchaser, at its expense, shall repair any physical damage caused to the Property and remove all debris resulting from and all other material placed on the Timberlands in connection with Purchaser’s inspections and studies.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rayonier, L.P.)

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General; Certain Limitations. Upon reasonable prior written notice to Seller, but in no event less than two (2) days’ (and at least one (1) Business Day’s) five days prior notice, and receipt of written authorization from Seller (which shall not be unreasonably withheld, delayed withheld and shall be given or conditionedwithheld within five days after receiving written notice from Parent), prior to the Closing Date or termination of this Agreement in accordance with Article XIXIV, PurchaserParent, through its authorized agents or representatives, may (i) enter upon the Timberlands at all reasonable times for the purposes of making inspections and other studies; provided, however, that neither Purchaser Parent nor its agents or representatives shall (Ai) enter upon the Timberlands for the purpose of preparing phase Phase II environmental assessment reports Reports or making any soil borings or other invasive or other subsurface environmental investigations relating to all or any portion of the Timberlands, (Bii) prepare or instruct its agents or representatives to prepare phase Phase II environmental assessment reports Reports or make any soil borings or other invasive or other subsurface environmental investigations relating to all or any portion of the Timberlands, or (Ciii) contact any official or representative of any Governmental Authority regarding Hazardous Substances on or the environmental condition of the Timberlands, in each case without Seller’s prior written consent thereto (which shall not be unreasonably withheld, conditioned or delayed), and (ii) interview employees of Seller, in the presence, and under the supervision, of appropriate officers of Seller, for transition planning purposes and in connection with Purchaser’s environmental investigationsthereto. Upon the completion of such inspections and studies described in clause (i) of this Section 8.1(a)studies, PurchaserParent, at its expense, shall repair any physical damage caused to the Property Purchased Assets and remove all debris resulting from and all other material placed on the Timberlands in connection with PurchaserParent’s inspections and studies, provided that such repair obligations shall not extend to the remediation of preexisting conditions merely discovered as a result of such inspections or studies at the Timberlands or with respect to the Purchased Assets.

Appears in 1 contract

Samples: Purchase Agreement (Temple Inland Inc)

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