Common use of Inspection by Buyer Clause in Contracts

Inspection by Buyer. Buyer acknowledges that it will complete all physical and financial examinations relating to the acquisition of the Property hereunder and, subject to the express representations and warranties of Seller contained herein, will acquire the same solely on the basis of such examinations and the title insurance protection afforded by the owner’s title insurance policy to be issued pursuant to the Title Commitment and not on any information provided or to be provided by Seller. Except as expressly set forth in this Agreement, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller to Buyer in connection with the transaction contemplated by this Agreement. Buyer acknowledges and agrees that all materials, data and information delivered or made available by Seller to Buyer in connection with the transaction contemplated by this Agreement are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein. Without limiting the generality of the foregoing provisions, Buyer acknowledges and agrees that (a) any environmental or other report with respect to the Property which is delivered or made available by Seller to Buyer shall be for general informational purposes only, (b) Buyer shall not have any right to rely on any such report delivered or made available by Seller to Buyer, but rather will rely on its own inspections and investigations of the Property and any reports commissioned by Buyer with respect thereto, and (c) neither Seller, any affiliate of Seller, nor the person or entity which prepared any such report delivered or made available by Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission from any such report. Buyer further acknowledges and agrees that any information provided or to be provided with respect to the Property including, without limitation, any due diligence materials, was obtained from a variety of sources and that, except for the express representations and warranties contained in this Agreement, Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller shall not be liable for any failure to investigate the Property nor shall Seller be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, furnished by Seller or by any real estate broker, attorney, agent, representative, employee, servant or other person acting on Seller’s behalf, except as expressly set forth herein. It is expressly understood and agreed that the amount of the Purchase Price reflects, and the Property is being sold by Seller and purchased by Buyer subject to, the foregoing disclaimers, which shall survive Closing.

Inspection by Buyer. Buyer acknowledges The construction of the Vessel, its machinery, equipment and outfitting shall be subjected, throughout the entire period of construction, to a planned system of quality control inspections administered and recorded by a quality control department of the Shipyard in accordance with the Inspection Standards to ensure that it will complete the Vessel complies with the Specification and the Contract. The necessary tests and inspections of the Vessel, the machinery, equipment and outfitting by the Classification Society and other regulatory bodies concerned shall also be carried out and recorded. The Representative may attend any or all physical of the said inspections at the Buyer’s cost and financial examinations relating expense, during construction of the Vessel; and/or testing and inspection of the Vessel, its machinery and equipment in accordance with the Inspection Standards. The Builder shall give to the acquisition Representative at lease twenty-four (24) hours advance notice stating particulars of any tests or inspections to be carried out and the date and place at which they are to be carried out, provided that in exceptional circumstances the manner in which such notice is given may be modified by mutual agreement. The Builder shall try to ensure that there is no overlapping between any such tests and inspections. Failure of the Property hereunder and, subject to the express representations and warranties of Seller contained herein, will acquire the same solely on the basis of such examinations and the title insurance protection afforded by the owner’s title insurance policy Representative to be issued pursuant present at the tests and inspections after due notice to the Title Commitment and not on any information provided him or to be provided by Seller. Except as expressly set forth one of his assistants in this Agreement, Seller makes no representation or warranty as to the truth, accuracy or completeness case of any materials, data or information delivered by Seller to Buyer in connection with the transaction contemplated by this Agreement. Buyer acknowledges and agrees that all materials, data and information delivered or made available by Seller to Buyer in connection with the transaction contemplated by this Agreement are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer his absence shall be at deemed to be a waiver of his right to be present. During working hours in the sole risk course of Buyer, except as otherwise expressly stated herein. Without limiting the generality construction of the foregoing provisionsVessel until delivery thereof, the Buyer acknowledges and agrees that (a) any environmental or other report with respect to the Property which is delivered or made available by Seller to Buyer shall be for general informational purposes only, (b) Buyer shall not have any right to rely on any such report delivered or made available by Seller to Buyer, but rather will rely on may carry out its own inspections and investigations the Representative and his assistant(s) shall be given free and ready access to the Vessel, its machinery and equipment, and to any other place where work is being done, or materials are being processed or stored, in connection with construction of the Property Vessel, including the yards, workshops, stores and any reports commissioned by Buyer with respect theretooffices of the Builder, and the premises of subcontractors of the Builder, who are doing work or processing or storing materials in connection with construction of the Vessel, save and except areas which are controlled for purposes of national security or otherwise, provided that the Representative or his assistant(s) shall not disturb or obstruct the Builder or its subcontractors in construction of the Vessel. In the event that the Representative discovers any material or workmanship which does not conform to the requirements of this Contract and the Specifications, the Representative shall promptly give the Seller and/or the Builder a notice in writing as to such non-conformity, upon receipt of which the Builder shall correct such non-conformity or if the Builder does not agree it shall respond in writing within seven (c7) neither Sellerdays of receipt of the notice stating the reasons why it does not agree. In the event that a difference of opinion between the parties hereto arises during construction of the Vessel or prior to delivery of the Vessel concerning technical matters in respect of the construction of the Vessel, any affiliate its machinery and equipment, or in respect of Sellerthe materials or workmanship thereof, nor or in respect of interpretations of the person Specifications and/or the Inspection Standards, such difference of opinion may be referred to the Classification Society for disputes in respect of whether the Vessel complies with the classification rules and regulations or entity which prepared any such report delivered or made available by Seller to Buyer shall have any liability to Buyer a mutually agreed expert for any inaccuracy in other issued and the opinion of the Classification Society or omission from any such reportexpert whichever may apply thereon shall be final and binding upon the parties hereto. Buyer further acknowledges and agrees that any information provided or to be provided with respect In case agreement is not reached between the parties for a reference to the Property including, without limitation, any due diligence materials, was Classification Society or a mutually agreed expert or a reference is made but no opinion can be obtained from a variety of sources and that, except for the express representations and warranties contained in this Agreement, Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller shall not be liable for any failure to investigate the Property nor shall Seller be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, furnished by Seller or by any real estate broker, attorney, agent, representative, employee, servant or other person acting on Seller’s behalf, except as expressly set forth herein. It is expressly understood and agreed that the amount dispute then either of the Purchase Price reflects, and parties hereto may commence an arbitration in accordance with the Property is being sold by Seller and purchased by Buyer subject to, the foregoing disclaimers, which shall survive Closingprovisions of Article XIII hereof.

Inspection by Buyer. A. Subject to the provisions of this paragraph and subject to the terms and provisions of the Lease, from and after the Effective Date, Buyer and its agents and employees shall be entitled to enter upon the Property for the purpose of making inspections thereof and may conduct such tests, studies, investigations and observations and compile such information as Buyer may deem appropriate concerning the physical conditions, legal compliance, surveys, title reviews and examinations Buyer may desire of the Property and Buyer"s intended use thereof ("Feasibility Studies"). All Feasibility Studies shall be performed ------------------- at Buyer"s sole cost and expense. It is understood and agreed that Buyer shall have no obligation to perform any Feasibility Studies. Notwithstanding the foregoing, Buyer may only inspect the Property in the presence of an agent of Seller, at Seller"s election, which Seller agrees to provide upon at least two (2) business days" prior written notice. Buyer acknowledges that it will complete all physical and financial examinations relating to the acquisition of the Property hereunder and, any inspections shall be subject to the express representations rights of Videojet under the Lease, and warranties of Seller contained herein, will acquire the same solely on the basis of that such examinations and the title insurance protection afforded by the owner’s title insurance policy to inspections may be issued pursuant to the Title Commitment and not on any information provided or to be provided by Seller. Except as expressly set forth conducted only in this Agreement, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller to Buyer in connection accordance with the transaction contemplated by this Agreement. Buyer acknowledges and agrees that all materials, data and information delivered or made available by Seller to Buyer in connection with the transaction contemplated by this Agreement are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein. Without limiting the generality terms of the foregoing provisions, Buyer acknowledges and agrees that (a) any environmental or other report with respect to the Property which is delivered or made available by Seller to Buyer shall be for general informational purposes only, (b) Lease. Buyer shall not have any right direct contact with Videojet or Guarantor or any of their agents without the physical or telephonic presence of Seller or one of Seller's agents, including without limitation U.S. Realty Advisors, LLC, and shall not discuss any proposed modifications of the Lease or Guaranty with any party. Notwithstanding the foregoing, Buyer shall be allowed to rely on any such report delivered or made available by Seller contact Videojet"s facilities manager to Buyer, but rather will rely on its own inspections and investigations discuss the condition of the Property and any reports commissioned to arrange a visit of the Property. Buyer shall also be allowed to contact Seller"s lender to discuss the prepayment premium calculation. Buyer agrees that a violation by Buyer with respect theretoof the agreement by Buyer not to contact Videojet, Guarantor or their agents without the physical or telephonic presence of Seller or one of Seller's agents, and (c) neither not to discuss any modifications of the Lease or Guaranty, will cause substantial damage to Seller, any affiliate of Seller, nor the person or entity which prepared any such report delivered or made available by Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission from any such report. Buyer further acknowledges and agrees that any information provided or to be provided with respect to the Property including, without limitation, any due diligence materials, was obtained from a variety of sources and that, except for the express representations and warranties contained in this Agreement, Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller shall not be liable for any failure to investigate the Property nor shall Seller be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, furnished by Seller or by any real estate broker, attorney, agent, representative, employee, servant or other person acting on Seller’s behalf, except as expressly set forth herein. It is expressly understood and agreed that the amount of the Purchase Price reflectssuch damage is difficult to determine. Buyer and Seller agree that if Buyer shall violate such agreement, Buyer shall be in default hereunder, and in such event Seller may terminate this Agreement as its sole remedy, in which event the Deposit shall be returned to Buyer. Buyer acknowledges that Videojet and/or Guarantor will require the execution of a Confidentiality Agreement in connection with the delivery of certain financial information to Buyer, and Buyer agrees to execute such agreement. B. Buyer shall pay when due all fees and expenses incurred in the performance of any such inspections, tests or observations and shall indemnify, defend, and save Seller and Videojet harmless from any loss from mechanic's liens, claims for nonpayment of such charges or for damages arising out of the acts or omissions of Buyer or its agents in performing such inspections, tests, or observations. The provisions of the previous sentence shall survive the termination of this Agreement. Buyer's obligation to purchase the Property pursuant to the terms of this Agreement is specifically conditioned upon Buyer's approval of the Property, in Buyer"s discretion. At any time on or prior to September 9, 1999, (the "Diligence Period"), if Buyer determines that the ---------------- Property is not acceptable, Buyer shall give notice to Seller of Buyer's election to terminate this Agreement. If Buyer does not give notice of termination prior to expiration of the Diligence Period, Buyer shall be deemed to have waived such right to terminate this Agreement (time being sold by Seller of the essence with respect to such notice and purchased by Buyer subject totime periods). In the event of termination within the Diligence Period for the reasons outlined in this paragraph, this Agreement shall be of no further force and effect (except as otherwise expressly provided herein) and the foregoing disclaimers, which Deposit shall survive Closingbe returned to Buyer.

Inspection by Buyer. Buyer acknowledges that it will complete all physical and financial examinations relating to the acquisition of the Property hereunder and, subject to the express representations and warranties of Seller contained herein, will acquire the same solely on the basis of such examinations examinations, any representations and warranties provided by Seller in this Agreement and the title insurance protection afforded by the owner’s title insurance policy to be issued pursuant to the Title Commitment and not on any other information provided or to be provided by Seller. Except as expressly set forth in this Agreement, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller to Buyer in connection with the transaction contemplated by this Agreement. Buyer acknowledges and agrees that all materials, data and information delivered or made available by Seller to Buyer in connection with the transaction contemplated by this Agreement are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein. Without limiting the generality of the foregoing provisions, Buyer acknowledges and agrees that (a) any environmental or other report with respect to the Property which is delivered or made available by Seller to Buyer shall be for general informational purposes only, (b) Buyer shall not have any right to rely on any such report delivered or made available by Seller to Buyer, but rather will rely on its own inspections and investigations of the Property and any reports commissioned by Buyer with respect thereto, and (c) neither Seller, any affiliate of Seller, nor the person or entity which prepared any such report delivered or made available by Seller to Buyer shall have any liability to Buyer for any inaccuracy in or omission from any such report. Buyer further acknowledges and agrees that any information provided or to be provided with respect to the Property including, without limitation, any due diligence materials, was obtained from a variety of sources and that, except for the express representations and warranties contained in this Agreement, Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller shall not be liable for any failure to investigate the Property nor shall Seller be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, furnished by Seller or by any real estate broker, attorney, agent, representative, employee, servant or other person acting on Seller’s behalf, except as expressly set forth herein. It is expressly understood and agreed that the amount of the Purchase Price reflects, and the Property is being sold by Seller and purchased by Buyer subject to, the foregoing disclaimers, which shall survive Closing.