Common use of Inspection and Due Diligence Clause in Contracts

Inspection and Due Diligence. (a) Prior to Closing, Purchaser (including its agents and representatives) shall be permitted to inspect the Facility and the Purchased Property. The “Due Diligence Period” for purposes of this Agreement means a period commencing on the Effective Date an extending until 5:00 p.m. Eastern on the forty-fifth (45th) day following the Effective Date, or if such day is not a business day, on the next business day following such day. The Purchaser shall be entitled to continue all such inspections during and after the Due Diligence Period. Such inspections may include an independent appraisal and environmental assessments (including Phase I assessments and Phase II assessments if Seller consents to any such Phase II assessment which consent shall not be unreasonably withheld, conditioned or delayed), impact study and detailed architectural and engineering inspections of buildings and mechanical systems located on the Real Property and any other inspections which may reasonably be required by potential lenders or investors. Purchaser shall not conduct any drilling, boring, soil testing or other physically intrusive inspections without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if done in connection with any Phase II assessment. Seller shall allow Purchaser and its authorized representatives reasonable access upon prior notice during normal business hours and until the Closing to Seller’s executive personnel, properties and records, shall permit examination and testing, and shall furnish Purchaser and its authorized representatives such information concerning the Purchased Property and the Facility as Purchaser reasonably requests. Purchaser and its authorized representatives shall have the right to review and copy all such books, accounts, records, agreements or other documents as it may reasonably deem advisable. Seller shall, upon reasonable request by Purchaser, make available to Purchaser by electronic data room or otherwise, copies of all records, files, correspondence, invoices, resident lists, supplier lists, blueprints, specifications, designs, drawings, business records and plans, operating and financial data, environmental assessments, property reports, permits and regulatory files and other data associated with or used by Seller in connection with its operation of the Business or its ownership or operation of the Purchased Property, including without limitation all of the information requested on attached Schedule 4.1(a) of this Agreement to the extent Seller Parties has possession and control of such information, and in the form in which Seller maintains such information in the ordinary course of its business. Seller shall have no obligation to prepare any summaries, abstracts, compilations or reports in connection with Purchaser’s investigation that Seller Parties do not maintain or compile in the ordinary course of any Seller Party’s business. For purposes of this Agreement, documents or information shall be deemed to have been “made available” to Purchaser if copies have been delivered or viewed by Purchaser in tangible or electronic form, or if such documents or information have been made available at the Facility or on an internet or electronic data site to which Seller has granted Purchaser or its representatives access. Purchaser shall notify Seller in advance of any site visits by Purchaser or its contractors or representatives. All site visits and contacts with Seller personnel shall be coordinated through Bxx Xxxxx, or Seller’s counsel, and Purchaser shall not contact any Seller personnel, residents or service providers directly. If any inspection or test disturbs the Purchased Property, Purchaser will restore the Property to the same condition as existed prior to any such inspection or test, and such obligation to restore the Property shall survive any termination of this Agreement.

Inspection and Due Diligence. (a) Prior to Closing, Purchaser (including its agents and representatives) shall be permitted to inspect the Facility and the Purchased Property. The “Due Diligence Period” for purposes of this Agreement means a period commencing on the Effective Date an extending until 5:00 p.m. Eastern on the forty-fifth (45th) day following the Effective DateAugust 7, 2014, or if on such earlier day is not a business day, on as Purchaser expressly confirms in writing that it has completed its diligence review and waived the next business day following such dayremainder of the Due Diligence Period. The Purchaser shall be entitled to continue all such inspections during and after the Due Diligence Period. Such inspections may include an independent appraisal and environmental assessments (including Phase I assessments and Phase II assessments if Seller consents to any such Phase II assessment which consent shall not be unreasonably withheld, conditioned or delayed), impact study and detailed architectural and engineering inspections of buildings and mechanical systems located on the Real Property and any other inspections which may reasonably be required by potential lenders or investors. Purchaser shall not conduct any drilling, boring, soil testing or other physically intrusive inspections without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if done in connection with any Phase II assessment. Seller shall allow Purchaser and its authorized representatives reasonable access upon prior notice during normal business hours and until the Closing to Seller’s executive personnel, properties personnel and records, shall permit examination and testing, and shall furnish Purchaser and its authorized representatives such information concerning the Purchased Property and the Facility as Purchaser reasonably requests, to the extent within the possession and control of Seller or Current Manager. Purchaser and its authorized representatives shall have the right to review and copy copy, at Purchaser’s expense, all such books, accounts, records, agreements or other documents as it may reasonably deem advisable. Seller shall, upon reasonable request by Purchaser, make available to Purchaser by electronic data room or otherwise, copies of all records, files, correspondence, invoices, resident lists, supplier lists, blueprints, specifications, designs, drawings, business records and plans, operating and financial data, environmental assessments, property reports, permits and regulatory files and other data associated with or used by Seller in connection with its operation of the Business or its ownership or operation of the Purchased Property, including without limitation all of the information requested on attached Schedule 4.1(a) in Exhibit G of this Agreement to the extent Seller Parties or the Current Manager has possession and control of such information, and in the form in which Seller maintains such information in the ordinary course of its business. Seller shall have no obligation to prepare any summaries, abstracts, compilations or reports in connection with Purchaser’s investigation that Seller Parties or the Current Manager do not maintain or compile in the ordinary course of any Seller PartyParties’ or the Current Manager’s business. For purposes of this Agreement, documents or information shall be deemed to have been “made available” to Purchaser if copies have been delivered or viewed by Purchaser in tangible or electronic form, or if such documents or information have been made available at the Facility or on an internet or electronic data site to which Seller has granted Purchaser or its representatives access. Purchaser shall notify Seller in advance of any site visits by Purchaser or its contractors or representatives. All site visits and contacts with Seller personnel shall be coordinated through Bxx Xxxxx, Jxxxx X. Xxxxxxx XX or Seller’s counsel, and Purchaser shall not contact any Seller personnel, residents or service providers directly. If any inspection or test disturbs the Purchased Property, Purchaser will restore the Property to the same condition as existed prior to any such inspection or test, and such obligation to restore the Property shall survive any termination of this Agreement.

Inspection and Due Diligence. (a) Prior to ClosingDuring the Due Diligence Period, Purchaser (including its agents and representatives) shall be permitted to inspect the Facility Business, the Facilities, the St. Petersburg Raw Land and the Purchased Property. The “Due Diligence Period” for purposes of this Agreement means a period commencing on the Effective Date an extending until 5:00 p.m. Eastern on the forty-fifth fortieth (45th40th) day following the Effective Date, or if such later day is not a business day, on the next business day following such day. The Purchaser shall not be entitled to continue all such inspections during and after the expiration of the Due Diligence Period. Such inspections may include an independent appraisal and environmental assessments (including Phase I assessments and Phase II assessments if Seller consents to any such Phase II assessment which consent shall not be unreasonably withheld, conditioned or delayed), impact study and detailed architectural and engineering inspections of buildings and mechanical systems located on the Real Property and any other inspections which may reasonably be required by potential lenders or investors. Purchaser shall not conduct any drilling, boring, soil testing or other physically intrusive inspections without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if done in connection with any Phase II assessment. Seller shall allow Purchaser and its authorized representatives reasonable access upon prior notice during normal business hours and until during the Closing Due Diligence Period to Seller’s executive corporate level personnel, properties and records, shall permit examination and testing, and shall furnish Purchaser and its authorized representatives such information concerning the Business, the Purchased Property Property, the Facilities and the Facility St. Petersburg Raw Land as Purchaser reasonably requests. Purchaser and its authorized representatives shall have the right to review and copy all such books, accounts, records, agreements or other documents as it may reasonably deem advisable. Seller shall, upon reasonable request by Purchaser, make available to Purchaser by electronic data room or otherwise, copies of all records, files, correspondence, invoices, resident lists, supplier lists, blueprints, specifications, designs, drawings, business records and plans, operating and financial datadata concerning the Seller's operations of the Facilities, environmental assessments, property reports, permits and regulatory files and other data associated with or used by Seller in connection with its operation of the Business or its ownership or operation of the Purchased Property, including without limitation all of the information requested on attached Schedule 4.1(a) in Exhibit G of this Agreement to the extent Seller Parties or the Current Manager has possession and control of such information, and in the form in which Seller maintains such information in the ordinary course of its business. Seller shall have no obligation to prepare any summaries, abstracts, compilations or reports in connection with Purchaser’s investigation that Seller Parties or the Current Manager do not maintain or compile in the ordinary course of any Seller PartyParties’ or the Current Manager’s business. For purposes of this Agreement, documents or information shall be deemed to have been “made available” to Purchaser if copies have been delivered or viewed by Purchaser in tangible or electronic form, or if such documents or information have been made available at the each Facility or on an internet or electronic data site to which Seller has granted Purchaser or its representatives access. Purchaser shall notify Seller in advance of any site visits by Purchaser or its contractors or representatives. All With regard to site visits and contacts with Seller personnel shall be coordinated through Bxx Xxxxx, or Seller’s counsel, and Purchaser shall not contact any Seller personnel, residents or service providers directly. If any inspection or test disturbs the Purchased Property, Purchaser will restore the Property to the same condition as existed prior to any such inspection or test, and such obligation to restore the Property shall survive any termination of this Agreement.visits:

Inspection and Due Diligence. a. Property is being sold subject to a due diligence period of days (a) Prior to Closing, Purchaser (including its agents and representatives) shall be permitted to inspect the Facility and the Purchased Property. The “Due Diligence Period” for purposes ”) from the date of this Agreement means a period commencing on Agreement. In consideration of Seller granting Purchaser the Effective Date an extending until 5:00 p.m. Eastern on option to terminate this Agreement, Purchaser has paid Seller $10.00 in nonrefundable option money, the forty-fifth (45th) day following the Effective Date, or if such day receipt and sufficiency of which is not a business day, on the next business day following such day. The Purchaser shall be entitled to continue all such inspections during and after the Due Diligence Period. Such inspections may include an independent appraisal and environmental assessments (including Phase I assessments and Phase II assessments if Seller consents to any such Phase II assessment which consent shall not be unreasonably withheld, conditioned or delayed), impact study and detailed architectural and engineering inspections of buildings and mechanical systems located on the Real Property and any other inspections which may reasonably be required by potential lenders or investors. Purchaser shall not conduct any drilling, boring, soil testing or other physically intrusive inspections without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if done in connection with any Phase II assessment. Seller shall allow hereby acknowledged. b. Purchaser and its authorized representatives reasonable access upon prior notice during normal business hours and until the Closing to SellerPurchaser’s executive personnel, properties and records, shall permit examination and testing, and shall furnish Purchaser and its authorized representatives such information concerning the Purchased Property and the Facility as Purchaser reasonably requests. Purchaser and its authorized representatives shall have the right to enter the Property at Purchaser’s expense and at reasonable times (including immediately prior to Closing) to inspect, examine, test, appraise and survey Property. Seller shall cause all utilities, systems and equipment to be on so that Purchaser may complete all inspections. Purchaser agrees to hold Seller harmless from all claims, injuries and damages relating to the exercise of these rights. c. In every neighborhood there are conditions which different buyers may find objectionable. Purchaser shall have the sole duty to become familiar with neighborhood conditions that could affect the Property such as landfills, quarries, power lines, airports, cemeteries, prisons, stadiums, odor and noise producing activities, crime and schools, land use, government, and transportation maps and plans. It shall be Purchaser’s sole duty to become familiar with neighborhood conditions of concern to Purchaser. If Purchaser is concerned about the possibility of a registered sex offender residing in a neighborhood in which Purchaser is interested, Purchaser should review the Georgia Violent Sex Offender Registry available on the Georgia Bureau of Investigation Website at xxx.xxx.xxxxxxx.xxx. d. Seller agrees to transfer to Purchaser, at Closing, subject to Purchaser’s acceptance thereof (and copy all such booksat Purchaser’s expense, accountsif there is any cost associated with said transfer), recordsSeller’s interest in any existing manufacturer’s warranties, agreements service contracts termite treatments, and/or repair guarantee and/ or other documents as it similar warranties which, by their terms, may reasonably deem advisable. Seller shallbe transferable to Purchaser. e. During the Due Diligence Period, upon reasonable request by Purchaser shall determine whether or not to exercise Purchaser, make available ’s option to Purchaser by electronic data room proceed or otherwise, copies of all records, files, correspondence, invoices, resident lists, supplier lists, blueprints, specifications, designs, drawings, business records and plans, operating and financial data, environmental assessments, property reports, permits and regulatory files and other data associated not proceed with or used by Seller in connection with its operation the purchase of the Business or its ownership or operation of Property. If Purchaser has concerns with the Purchased Property, including without limitation all of Purchaser may during the information requested on attached Schedule 4.1(a) of Due Diligence Period seek to negotiate an amendment to this Agreement to the extent Seller Parties has possession and control of address such information, and in the form in which Seller maintains such information in the ordinary course of its business. Seller concerns. f. Purchaser shall have no obligation elected to prepare any summaries, abstracts, compilations or reports in connection with exercise Purchaser’s investigation that Seller Parties do not maintain or compile in option to purchase the ordinary course Property unless prior to the end of any Seller Party’s business. For purposes of this Agreement, documents or information shall be deemed to have been “made available” to Purchaser if copies have been delivered or viewed by Purchaser in tangible or electronic form, or if such documents or information have been made available at the Facility or on an internet or electronic data site to which Seller has granted Purchaser or its representatives access. Purchaser shall notify Seller in advance of any site visits by Purchaser or its contractors or representatives. All site visits and contacts with Seller personnel shall be coordinated through Bxx Xxxxx, or Seller’s counsel, and Purchaser shall not contact any Seller personnel, residents or service providers directly. If any inspection or test disturbs the Purchased PropertyDue Diligence Period, Purchaser will restore the Property notifies Seller of Purchaser’s decision not to the same condition as existed prior proceed by delivering to any such inspection or test, and such obligation to restore the Property shall survive any Seller a notice of termination of this Agreement. In the event Purchaser does not terminate this Agreement prior to the end of the Due Diligence Period, then: (i) Purchaser shall have accepted the Property “as-is” subject to the terms of this Agreement; and (ii) Purchaser shall no longer have any right to terminate this Agreement based upon the Due Diligence Period. g. All agreed upon repairs and replacements shall be performed in a good and workmanlike manner prior to Closing. h. To the best of Seller’s knowledge, the residential dwelling(s) on the Property (including any portion thereof or painted fixture therein) was OR was not built prior to 1978. If the dwelling(s) on the Property was constructed prior to 1978 Exhibit “B” should be attached. i. The Property is OR is not a part of a mandatory membership community association (“HOA”), and if so the name of the HOA is and the assessments are $ per , and have been paid through .

Inspection and Due Diligence. (aA) Prior Developer acknowledges that while preparing to Closingrespond to the Request for Proposals and negotiating this Agreement, Purchaser (including its agents the Developer has had access to all platted right-of- ways and representatives) shall be permitted to inspect parcels acquired by the Facility County within the Community Redevelopment Area and the Purchased opportunity to undertake such physical inspections and other investigations of, and inquiries concerning, all of the Community Redevelopment Area as may be necessary to allow Developer to evaluate the physical characteristics of the Redevelopment Property, as well as such other matters as may be deemed by Developer reasonably necessary to generally evaluate the Redevelopment Property and the Community Redevelopment Area and determine the feasibility and advisability of Developer’s purchase of the Redevelopment Property and redevelopment of the Community Redevelopment Area in a manner consistent with the Concept Plan. The “Due Diligence Period” for purposes of this Agreement means a period commencing on In addition to the foregoing opportunity, and from and after the Effective Date an extending until 5:00 p.m. Eastern on the forty-fifth (45th) day following the Effective Date, or if such day is not a business day, on the next business day following such day. The Purchaser shall be entitled to continue all such inspections during and after the Due Diligence Period. Such inspections may include an independent appraisal and environmental assessments (including Phase I assessments and Phase II assessments if Seller consents to any such Phase II assessment which consent shall not be unreasonably withheld, conditioned or delayed), impact study and detailed architectural and engineering inspections of buildings and mechanical systems located on the Real Property and any other inspections which may reasonably be required by potential lenders or investors. Purchaser shall not conduct any drilling, boring, soil testing or other physically intrusive inspections without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if done in connection with any Phase II assessment. Seller shall allow Purchaser and its authorized representatives reasonable access upon prior notice during normal business hours and until the Closing to Seller’s executive personnelexpiration of the Inspection Period, properties and records, shall permit examination and testing, and shall furnish Purchaser and its authorized representatives such information concerning the Purchased Property and the Facility as Purchaser reasonably requests. Purchaser and its authorized representatives Developer shall have the right to review undertake such additional inspections and copy all such books, accounts, records, agreements or other documents investigations as it may reasonably deem advisable. Seller shallare necessary to allow Developer to continue to evaluate the feasibility and advisability of Developer’s purchase of the Redevelopment Property. (B) County will furnish to Developer, upon reasonable written request by Purchaser, make available to Purchaser by electronic data room or otherwiseof Developer and at County’s expense, copies of all recordsExisting Due Diligence Materials. Neither the County nor the CRA is aware of any material misstatement or inaccuracy within such materials which have not been disclosed to Developer. However, filesthe County and CRA can not and do not make any warranty as to fitness or reliability of such materials and the Developer must independently evaluate all materials furnished hereunder solely using its professional judgment before relying on such materials. (C) The Developer’s inspections may include, correspondencewithout limitation, invoices, resident lists, supplier lists, blueprints, specifications, designs, drawings, business records investigations and plans, operating and financial datainquiries concerning all applicable building, environmental assessments, property reports, permits and regulatory files and other data associated with codes, ordinances, statutes, rules and regulations affecting the Redevelopment Property and the Community Redevelopment Area and its use, and the availability of access and all utility services. Additionally, the Developer may conduct by appropriately licensed and insured professionals, any surveys, soil, structural, environmental or used engineering tests for purposes of undertaking physical inspections and investigations of the Redevelopment Property owned by Seller the County and/or CRA or on platted right-of-ways within the Community Redevelopment Area. The County shall undertake, to the maximum extent provided by law and by all practical means, to make the lands within the Community Redevelopment Area available for environmental review. (D) If Developer determines that the Property is not suitable for Developer’s purposes for any reason or no reason in Developer’s sole discretion, Developer may terminate this Agreement by delivering written notice to the County no later than the expiration of the Inspection Period, in which event this Agreement shall terminate, the Deposit (less the Submittal Deposit, which shall be paid to the County as consideration for entering into the negotiations necessary to develop this Agreement), shall be returned to Developer, thereupon the Developer, County and the CRA shall be released from any further rights or obligations hereunder. (E) In connection with the Developer’s inspection activities, in the event Developer receives written notice of or discovers any information during the Inspection Period which Developer reasonably determines varies in any material respect from the Existing Due Diligence Materials, Developer shall provide such information to the County, without representation or warranty. In the event the Developer elects to terminate this Agreement at any time, all due diligence materials obtained by Developer from third parties (excluding any internally generated materials or any proprietary information, meaning materials which are in fact confidential in nature or may be subject to trademark or other similar branding rights of Developer) shall be delivered by Developer to the County without representation or warranty and Developer shall deliver its operation written certification that, to the best of the Business its knowledge, all such documents have been delivered or its ownership or operation otherwise made readily available prior to refund of the Purchased Property, including without limitation all of the information requested on attached Schedule 4.1(aany Deposits. (F) of Notwithstanding any provisions in this Agreement to the extent Seller Parties has possession contrary, Developer does and control shall indemnify and hold harmless County and CRA, its agents, employees, successors and assigns, against all losses, claims, damages, liability, attorneys’ and accountants’ fees and costs of such informationlitigation and all other expenses related to, and growing out of, or arising from any physical damage or bodily injury which is caused by Developer or anyone acting on behalf of Developer during Developer's investigations pursuant to this Section 4.04; provided that (i) in no event shall the form in which Seller maintains such information in the ordinary course of its business. Seller shall have no obligation to prepare any summaries, abstracts, compilations or reports in connection with Purchaser’s investigation that Seller Parties do not maintain or compile in the ordinary course of any Seller Party’s business. For purposes of this Agreement, documents or information shall foregoing be deemed to have been “made available” to Purchaser if copies have been delivered or viewed by Purchaser in tangible or electronic form, or if such documents or information have been made available at include any liability arising from the Facility or on an internet or electronic data site to which Seller has granted Purchaser or its representatives access. Purchaser shall notify Seller in advance mere discovery of any site visits by Purchaser or its contractors or representatives. All site visits factual matters; and contacts with Seller personnel (ii) Developer shall be coordinated through Bxx Xxxxxhave the right, or Seller’s counsel, and Purchaser shall not contact any Seller personnel, residents or service providers directly. If any inspection or test disturbs the Purchased Property, Purchaser will restore the Property to the same condition as existed prior fullest extent permitted by law, to assert the County’s or CRA’s limitation of liability set forth in Section 768.28 of the Florida Statutes for any such inspection matters that Developer is required to indemnify, defend or test, and such obligation otherwise be responsible for under this paragraph with respect to restore the Property County or CRA. This provision shall survive any the closing or termination of this Agreement. (G) Developer, at its sole cost and expense, shall promptly restore any damage to the Redevelopment Property or the Community Redevelopment Area caused by Developer's investigations pursuant to this Section 4.04, to its condition existing immediately prior to such damage.