Initial Inspection Period. From the date of execution hereof until the date that is ninety (90) days after the date of this Agreement (the “Initial Inspection Period”), subject to the terms and conditions set forth in this Section 3.1, Transferee may conduct, at Transferee’s sole expense, such inspections and testing of the Property, including any improvements thereon, soils and ground water, as Transferee may desire or deem appropriate, in Transferee’s sole discretion. In conducting such inspections and testing, Transferee shall endeavor to minimize damage to the Property, and any improvements thereon, and shall, promptly following such inspections and testing (unless otherwise approved by Transferor, in its sole and absolute discretion), return the Property, including the improvements thereon, if any, to its condition prior to Transferee’s inspections and testing. Subject to the terms and conditions of this Section 3.1, Transferor hereby grants to Transferee and its authorized employees, representatives, agents and contractors, permission and a license to enter upon the Property for the purpose of conducting such inspections and testing. Transferee shall provide Transferor with at least ten (10) days’ prior written notice of its desire to enter the Property for any such inspections or testing, and any such inspections or testing shall be conducted at a time and manner reasonably approved by Transferor. Transferor shall have the right to be present at any such inspections or testing. In the event the Property is occupied by any person(s) other than Transferor, such access by Transferee shall be subject to the rights of such existing occupant(s). Transferor shall endeavor to make arrangements with such person(s) to ensure access by Transferee or its authorized employees, representatives, agents and contractors in order to conduct the inspections and testing, provided that in connection with such inspections and testing, Transferee shall endeavor to minimize interference with such existing occupant(s). Prior to conducting any inspections or testing, Transferee and its third party representatives, agents and contractors shall deliver to Transferor evidence of insurance in form and amount reasonably acceptable to Transferor, covering Transferor as an additional insured. Transferee shall indemnify, protect, defend (with legal counsel reasonably acceptable to Transferor) and hold Transferor harmless from and against any and all claims, liabilities, losses, damages, costs and expenses arising from, related to or caused by, Transferee’s entry upon the Property or the performance of any inspection or test conducted by or at the request of Transferee or its contractors or agents (but not the results thereof unless same resulted from the exacerbation of existing conditions by Transferee). In the event Transferee determines the Property is not suitable, then Transferee may terminate this Agreement by written notice to Transferor given prior to the end of the Initial Inspection Period. If Transferee does not elect to terminate this Agreement on or prior to the expiration of the Initial Inspection Period, then Transferee shall be deemed to have approved the Property and Transferee shall have no further right to terminate this Agreement pursuant to this Section 3.1. Notwithstanding anything in this Section 3.1 to the contrary, Transferee shall not be permitted to undertake any air sampling or any intrusive or destructive testing of the Property, including, without limitation, a “Phase II” environmental assessment, nor will Transferee be entitled to directly contact or communicate with the California Regional Water Quality Control Board, United States or California Environmental Protection Agency or other local, state or federal agency regarding the environmental condition of the Property other than requests for documentation or records relating to the Property, without in each instance first obtaining Transferor’s prior written consent thereto, which consent Transferor may give or withhold in Transferor’s sole and absolute discretion. Notwithstanding the foregoing, if Transferee's Phase I environmental assessment contains a recommendation for Phase II environmental assessment based on Transferee's proposed use of the Property, Transferee shall have the right to conduct a Phase II environmental assessment without Transferor’s consent; provided, however, that Transferee’s consultant for any Phase II environmental assessment shall be subject to Transferor’s reasonable approval. Further, if, as part of the Due Diligence Information, Transferor provides a Phase I environmental assessment on which Transferee can rely, and that Phase I environmental assessment concludes that a Phase II environmental assessment is not recommended for Xxxxxxxxxx's proposed use of the Property, then Transferee shall have no right to conduct a Phase II environmental assessment. Transferee shall deliver to Transferor copies of any environmental reports and remediation cost estimates obtained by Transferee in the course of its inspections. Notwithstanding California Civil Code Section 1103.1(a)(9), Transferor shall deliver to Transferee, with reasonable diligence after the execution of this Agreement and at Transferor’s cost, a Natural Hazard Disclosure Statement (described in California Civil Code Section 1103.2) prepared by Escrow Holder (as defined in Section 4.1 below) (or its designee) (the “Expert”). Transferee acknowledges and agrees that for purposes of California Civil Code Section 1103.4(c), the Expert is an expert in natural hazard discovery and the Natural Hazard Disclosure Statement is sufficient compliance for application of the exemption provided by Section 1103.4(a) of the California Civil Code. Transferor has previously delivered to Transferee certain environmental reports with respect to the Property (the “Environmental Reports”). Transferee acknowledges and agrees that Transferor has acted reasonably in relying on the Environmental Reports and the delivery of the Environmental Reports to Transferee constitutes written notice under California Health and Safety Code Section 25359.7. Prior to the date of this Agreement, Transferor delivered to Transferee the most recent environmental studies, soils studies, and surveys, and plans, specifications, maps, surveys and other similar materials relating to the physical and environmental condition of the Property in Transferor’s possession (collectively, the “Due Diligence Items”). Transferor represents and warrants to Transferee that to Transferor’s actual knowledge, the Due Diligence Items are accurate and complete duplications of the copies or originals thereof in Transferor’s possession. The foregoing representation and warranty of Transferor shall survive the Closing for a period of one (1) year following the Closing.
Appears in 1 contract
Samples: Property Transfer Agreement
Initial Inspection Period. From the date of execution hereof until the date that is ninety (90) days after the date of this Agreement (the “Initial Inspection Period”), subject to the terms and conditions set forth in this Section 3.1, Transferee may conduct, at Transferee’s sole expense, such inspections and testing of the Property, including any improvements thereon, soils and ground water, as Transferee may desire or deem appropriate, in Transferee’s sole discretion. In conducting such inspections and testing, Transferee shall endeavor to minimize damage to the Property, and any improvements thereon, and shall, promptly following such inspections and testing (unless otherwise approved by Transferor, in its sole and absolute discretion), return the Property, including the improvements thereon, if any, to its condition prior to Transferee’s inspections and testing. Subject to the terms and conditions of this Section 3.1, Transferor hereby grants to Transferee and its authorized employees, representatives, agents and contractors, permission and a license to enter upon the Property for the purpose of conducting such inspections and testing. Transferee shall provide Transferor with at least ten (10) days’ prior written notice of its desire to enter the Property for any such inspections or testing, and any such inspections or testing shall be conducted at a time and manner reasonably approved by Transferor. Transferor shall have the right to be present at any such inspections or testing. In the event the Property is occupied by any person(s) other than Transferor, such access by Transferee shall be subject to the rights of such existing occupant(s). Transferor shall endeavor to make arrangements with such person(s) to ensure access by Transferee or its authorized employees, representatives, agents and contractors in order to conduct the inspections and testing, provided that in connection with such inspections and testing, Transferee shall endeavor to minimize interference with such existing occupant(s). Prior to conducting any inspections or testing, Transferee and its third party representatives, agents and contractors shall deliver to Transferor evidence of insurance in form and amount reasonably acceptable to Transferor, covering Transferor as an additional insured. Transferee shall indemnify, protect, defend (with legal counsel reasonably acceptable to Transferor) and hold Transferor harmless from and against any and all claims, liabilities, losses, damages, costs and expenses arising from, related to or caused by, Transferee’s entry upon the Property or the performance of any inspection or test conducted by or at the request of Transferee or its contractors or agents (but not the results thereof unless same resulted from the exacerbation of existing conditions by Transferee). In the event Transferee determines the Property is not suitable, then Transferee may terminate this Agreement by written notice to Transferor given prior to the end of the Initial Inspection Period. If Transferee does not elect to terminate this Agreement on or prior to the expiration of the Initial Inspection Period, then Transferee shall be deemed to have approved the Property and Transferee shall have no further right to terminate this Agreement pursuant to this Section 3.1. Notwithstanding anything in this Section 3.1 to the contrary, Transferee shall not be permitted to undertake any air sampling or any intrusive or destructive testing of the Property, including, without limitation, a “Phase II” environmental assessment, nor will Transferee be entitled to directly contact or communicate with the California Regional Water Quality Control Board, United States or California Environmental Protection Agency or other local, state or federal agency regarding the environmental condition of the Property other than requests for documentation or records relating to the Property, without in each instance first obtaining Transferor’s prior written consent thereto, which consent Transferor may give or withhold in Transferor’s sole and absolute reasonable discretion. Notwithstanding the foregoing, if Transferee's Phase I environmental assessment contains a recommendation for Phase II environmental assessment based on Transferee's proposed use of the Property, Transferee shall have the right to conduct a Phase II environmental assessment without Transferor’s consent; provided, however, that Transferee’s consultant for any Phase II environmental assessment shall be subject to Transferor’s reasonable approval. Further, if, as part of the Due Diligence Information, Transferor provides a Phase I environmental assessment on which Transferee can rely, and that Phase I environmental assessment concludes that a Phase II environmental assessment is not recommended for Xxxxxxxxxx's proposed use of the Property, then Transferee shall have no right to conduct a Phase II environmental assessment. Transferee shall deliver to Transferor copies of any environmental reports and remediation cost estimates obtained by Transferee in the course of its inspections. Notwithstanding California Civil Code Section 1103.1(a)(9), Transferor shall deliver to Transferee, with reasonable diligence after the execution of this Agreement and at Transferor’s cost, a Natural Hazard Disclosure Statement (described in California Civil Code Section 1103.2) prepared by Escrow Holder (as defined in Section 4.1 below) (or its designee) (the “Expert”). Transferee acknowledges and agrees that for purposes of California Civil Code Section 1103.4(c), the Expert is an expert in natural hazard discovery and the Natural Hazard Disclosure Statement is sufficient compliance for application of the exemption provided by Section 1103.4(a) of the California Civil Code. Transferor has previously delivered to Transferee certain environmental reports with respect to the Property (the “Environmental Reports”). Transferee acknowledges and agrees that Transferor has acted reasonably in relying on the Environmental Reports and the delivery of the Environmental Reports to Transferee constitutes written notice under California Health and Safety Code Section 25359.7. Prior to the date of this Agreement, Transferor delivered to Transferee the most recent environmental studies, soils studies, and surveys, and plans, specifications, maps, surveys and other similar materials relating to the physical and environmental condition of the Property in Transferor’s possession (collectively, the “Due Diligence Items”). Transferor represents and warrants to Transferee that to Transferor’s actual knowledge, the Due Diligence Items are accurate and complete duplications of the copies or originals thereof in Transferor’s possession. The foregoing representation and warranty of Transferor shall survive the Closing for a period of one (1) year following the Closing.
Appears in 1 contract
Samples: Property Transfer Agreement
Initial Inspection Period. From the date of execution hereof until the date that is ninety (90) days after the date of this Agreement (the “Initial Inspection Period”), subject to the terms and conditions set forth in this Section 3.1, Transferee may conduct, at Transferee’s sole expense, such inspections and testing of the Property, including any improvements thereon, soils and ground water, as Transferee may desire or deem appropriate, in Transferee’s sole discretion. In conducting such inspections and testing, Transferee shall endeavor to minimize damage to the Property, and any improvements thereon, and shall, promptly following such inspections and testing (unless otherwise approved by Transferor, in its sole and absolute discretion), return the Property, including the improvements thereon, if any, to its condition prior to Transferee’s inspections and testing. Subject to the terms and conditions of this Section 3.1, Transferor hereby grants to Transferee and its authorized employees, representatives, agents and contractors, permission and a license to enter upon the Property for the purpose of conducting such inspections and testing. Transferee shall provide Transferor with at least ten (10) days’ prior written notice of its desire to enter the Property for any such inspections or testing, and any such inspections or testing shall be conducted at a time and manner reasonably approved by Transferor. Transferor shall have the right to be present at any such inspections or testing. In the event the Property is occupied by any person(s) other than Transferor, such access by Transferee shall be subject to the rights of such existing occupant(s). Transferor shall endeavor to make arrangements with such person(s) to ensure access by Transferee or its authorized employees, representatives, agents and contractors in order to conduct the inspections and testing, provided that in connection with such inspections and testing, Transferee shall endeavor to minimize interference with such existing occupant(s). Prior to conducting any inspections or testing, Transferee and its third party representatives, agents and contractors shall deliver to Transferor evidence of insurance in form and amount reasonably acceptable to Transferor, covering Transferor as an additional insured. Transferee shall indemnify, protect, defend (with legal counsel reasonably acceptable to Transferor) and hold Transferor harmless from and against any and all claims, liabilities, losses, damages, costs and expenses arising from, related to or caused by, Transferee’s entry upon the Property or the performance of any inspection or test conducted by or at the request of Transferee or its contractors or agents (but not the results thereof unless same resulted from the exacerbation of existing conditions by Transferee). In the event Transferee determines the Property is not suitable, then Transferee may terminate this Agreement by written notice to Transferor given prior to the end of the Initial Inspection Period. If Transferee does not elect to terminate this Agreement on or prior to the expiration of the Initial Inspection Period, then Transferee shall be deemed to have approved the Property and Transferee shall have no further right to terminate this Agreement pursuant to this Section 3.1. Notwithstanding anything in this Section 3.1 to the contrary, Transferee shall not be permitted to undertake any air sampling or any intrusive or destructive testing of the Property, including, without limitation, a “Phase II” environmental assessment, nor will Transferee be entitled to directly contact or communicate with the California Regional Water Quality Control Board, United States or California Environmental Protection Agency or other local, state or federal agency regarding the environmental condition of the Property other than requests for documentation or records relating to the Property, without in each instance first obtaining Transferor’s prior written consent thereto, which consent Transferor may give or withhold in Transferor’s sole and absolute discretion. Notwithstanding the foregoing, if Transferee's Phase I environmental assessment contains a recommendation for Phase II environmental assessment based on Transferee's proposed use of the Property, Transferee shall have the right to conduct a Phase II environmental assessment without Transferor’s consent; provided, however, that Transferee’s consultant for any Phase II environmental assessment shall be subject to Transferor’s reasonable approval. Further, if, as part of the Due Diligence Information, Transferor provides a Phase I environmental assessment on which Transferee can rely, and that Phase I environmental assessment concludes that a Phase II environmental assessment is not recommended for Xxxxxxxxxx's proposed use of the Property, then Transferee shall have no right to conduct a Phase II environmental assessment. Transferee shall deliver to Transferor copies of any environmental reports and remediation cost estimates obtained by Transferee in the course of its inspections. Notwithstanding California Civil Code Section 1103.1(a)(9), Transferor shall deliver to Transferee, with reasonable diligence after the execution of this Agreement and at Transferor’s cost, a Natural Hazard Disclosure Statement (described in California Civil Code Section 1103.2) prepared by Escrow Holder (as defined in Section 4.1 below) (or its designee) (the “Expert”). Transferee acknowledges and agrees that for purposes of California Civil Code Section 1103.4(c), the Expert is an expert in natural hazard discovery and the Natural Hazard Disclosure Statement is sufficient compliance for application of the exemption provided by Section 1103.4(a) of the California Civil Code. Transferor has previously delivered to Transferee certain environmental reports with respect to the Property (the “Environmental Reports”). Transferee acknowledges and agrees that Transferor has acted reasonably in relying on the Environmental Reports and the delivery of the Environmental Reports to Transferee constitutes written notice under California Health and Safety Code Section 25359.7. Prior to the date of this Agreement, Transferor delivered to Transferee the most recent environmental studies, soils studies, and surveys, and plans, specifications, maps, surveys and other similar materials relating to the physical and environmental condition of the Property in Transferor’s possession (collectively, the “Due Diligence Items”). Transferor represents and warrants to Transferee that to Transferor’s actual knowledge, the Due Diligence Items are accurate and complete duplications of the copies or originals thereof in Transferor’s possession. The foregoing representation and warranty of Transferor shall survive the Closing for a period of one (1) year following the Closing.one
Appears in 1 contract
Samples: Property Transfer Agreement
Initial Inspection Period. From the date of execution hereof until the date that is ninety (90) days after the date of this Agreement (the “Initial Inspection Period”), subject to the terms and conditions set forth in this Section 3.1, Transferee may conduct, at Transferee’s sole expense, such inspections and testing of the Property, including any improvements thereon, soils and ground water, as Transferee may desire or deem appropriate, in Transferee’s sole discretion. In conducting such inspections and testing, Transferee shall endeavor to minimize damage to the Property, and any improvements thereon, and shall, promptly following such inspections and testing (unless otherwise approved by Transferor, in its sole and absolute discretion), return the Property, including the improvements thereon, if any, to its condition prior to Transferee’s inspections and testing. Subject to the terms and conditions of this Section 3.1, Transferor hereby grants to Transferee and its authorized employees, representatives, agents and contractors, permission and a license to enter upon the Property for the purpose of conducting such inspections and testing. Transferee shall provide Transferor with at least ten (10) days’ prior written notice of its desire to enter the Property for any such inspections or testing, and any such inspections or testing shall be conducted at a time and manner reasonably approved by Transferor. Transferor shall have the right to be present at any such inspections or testing. In the event the Property is occupied by any person(s) other than Transferor, such access by Transferee shall be subject to the rights of such existing occupant(s). Transferor shall endeavor to make arrangements with such person(s) to ensure access by Transferee or its authorized employees, representatives, agents and contractors in order to conduct the inspections and testing, provided that in connection with such inspections and testing, Transferee shall endeavor to minimize interference with such existing occupant(s). Prior to conducting any inspections or testing, Transferee and its third party representatives, agents and contractors shall deliver to Transferor evidence of insurance in form and amount reasonably acceptable to Transferor, covering Transferor as an additional insured. Transferee shall indemnify, protect, defend (with legal counsel reasonably acceptable to Transferor) and hold Transferor harmless from and against any and all claims, liabilities, losses, damages, costs and expenses arising from, related to or caused by, Transferee’s entry upon the Property or the performance of any inspection or test conducted by or at the request of Transferee or its contractors or agents (but not the results thereof unless same resulted from the exacerbation of existing conditions by Transferee). In the event Transferee determines the Property is not suitable, then Transferee may terminate this Agreement by written notice to Transferor given prior to the end of the Initial Inspection Period. If Transferee does not elect to terminate this Agreement on or prior to the expiration of the Initial Inspection Period, then Transferee shall be deemed to have approved the Property and Transferee shall have no further right to terminate this Agreement pursuant to this Section 3.1. Notwithstanding anything in this Section 3.1 to the contrary, Transferee shall not be permitted to undertake any air sampling or any intrusive or destructive testing of the Property, including, without limitation, a “Phase II” environmental assessment, nor will Transferee be entitled to directly contact or communicate with the California Regional Water Quality Control Board, United States or California Environmental Protection Agency or other local, state or federal agency regarding the environmental condition of the Property other than requests for documentation or records relating to the Property, without in each instance first obtaining Transferor’s prior written consent thereto, which consent Transferor may give or withhold in Transferor’s sole and absolute reasonable discretion. Notwithstanding the foregoing, if Transferee's Phase I environmental assessment contains a recommendation for Phase II environmental assessment based on Transferee's proposed use of the Property, Transferee shall have the right to conduct a Phase II environmental assessment without Transferor’s consent; provided, however, that Transferee’s consultant for any Phase II environmental assessment shall be subject to Transferor’s reasonable approval. Further, if, as part of the Due Diligence Information, Transferor provides a Phase I environmental assessment on which Transferee can rely, and that Phase I environmental assessment concludes that a Phase II environmental assessment is not recommended for XxxxxxxxxxTransferee's proposed use of the Property, then Transferee shall have no right to conduct a Phase II environmental assessment. Transferee shall deliver to Transferor copies of any environmental reports and remediation cost estimates obtained by Transferee in the course of its inspections. Notwithstanding California Civil Code Section 1103.1(a)(9), Transferor shall deliver to Transferee, with reasonable diligence after the execution of this Agreement and at Transferor’s cost, a Natural Hazard Disclosure Statement (described in California Civil Code Section 1103.2) prepared by Escrow Holder (as defined in Section 4.1 below) (or its designee) (the “Expert”). Transferee acknowledges and agrees that for purposes of California Civil Code Section 1103.4(c), the Expert is an expert in natural hazard discovery and the Natural Hazard Disclosure Statement is sufficient compliance for application of the exemption provided by Section 1103.4(a) of the California Civil Code. Transferor has previously delivered to Transferee certain environmental reports with respect to the Property (the “Environmental Reports”). Transferee acknowledges and agrees that Transferor has acted reasonably in relying on the Environmental Reports and the delivery of the Environmental Reports to Transferee constitutes written notice under California Health and Safety Code Section 25359.7. Prior to the date of this Agreement, Transferor delivered to Transferee the most recent environmental studies, soils studies, and surveys, and plans, specifications, maps, surveys and other similar materials relating to the physical and environmental condition of the Property in Transferor’s possession (collectively, the “Due Diligence Items”). Transferor represents and warrants to Transferee that to Transferor’s actual knowledge, the Due Diligence Items are accurate and complete duplications of the copies or originals thereof in Transferor’s possession. The foregoing representation and warranty of Transferor shall survive the Closing for a period of one (1) year following the Closing.
Appears in 1 contract
Samples: Property Transfer Agreement
