Common use of INSPECTION CONTINGENCY Clause in Contracts

INSPECTION CONTINGENCY. On or before the date that is thirty (30) days after the Effective Date, TRMC shall deliver to TLO written notice of (a) TRMC’s satisfaction or waiver, in TRMC’s sole discretion, with respect to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Price, and the parties shall proceed to close the repurchase transaction within sixty (60) days thereafter.

INSPECTION CONTINGENCY. On Buyer's obligations under this Agreement will be contingent upon Buyer's satisfaction with the result of such inspections (including without limitation, structural, insect, radon) of the Premises as Buyer, at his, her, their or its sole cost, may cause to be conducted on or before the date fourteenth (14th) calendar day following the acceptance of the Offer by the Seller. Buyer also will be entitled to re-inspect the Premises, at the Buyer's sole cost, within two (2) calendar days of the Closing for the limited purpose of confirming the condition of the Premises has not changed since the completion of the inspections referred to in the preceding sentence. Buyer and Buyer's inspectors and consultants will be entitled to have reasonable access to the Premises from time to time for the purposes of making such inspections, provided that Buyer will indemnify Seller from any and all liability, claims, damages, losses, costs or expenses, including attorney fees, suffered, paid or incurred by Seller to the extent arising out of or as a consequence of Buyer's exercise of rights under this Section 20. If Buyer is thirty not satisfied with the condition of the Premises or any portion thereof and, on or before the seventeenth (3017th) days after calendar day following the Effective Dateacceptance of the Offer by the Seller, TRMC shall deliver Buyer notifies Seller in writing that Buyer is terminating this Agreement because of such dissatisfaction, then the Deposit will be refunded to TLO Buyer and all other obligations of the parties hereunder will cease and this Agreement will be null and void. If the Buyer fails to terminate this Agreement by giving written notice of termination to Seller on or before the seventeenth (a17th) TRMC’s satisfaction calendar day following acceptance of the Offer by Seller, Buyer will be deemed to have waived his, her, their or waiver, in TRMC’s sole discretion, with respect its rights to terminate the Agreement pursuant to this Section 20. If §56-7-1 N.M.S.A. 1978 Comp. applies to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Priceinspections carried out pursuant to, and the parties indemnification obligations arising under, this Section 20, the agreement to indemnify shall proceed not apply to close the repurchase transaction within sixty (60) days thereafter.liability, claims, damages, losses, costs or expenses, including attorney fees, arising out of

INSPECTION CONTINGENCY. On Buyer's obligations under this Agreement will be contingent upon Buyer's satisfaction with the result of such inspections (including without limitation, structural, insect, radon) of the Premises as Buyer, at his, her, their or its sole cost, may cause to be conducted on or before the date f ( ) calendar day following the acceptance of the Offer by the Seller. Buyer also will be entitled to re-inspect the Premises, at the Buyer's sole cost, within ( ) calendar days of the Closing for the limited purpose of confirming the condition of the Premises has not changed since the completion of the inspections referred to above. Buyer and Buyer's inspectors and consultants will be entitled to have reasonable access to the Premises from time to time for the purposes of making such inspections, provided that Buyer will indemnify Seller from any and all liability, claims, damages, losses, costs or expenses, including attorney fees suffered, paid or incurred by Seller arising out of or as a consequence of Buyer's exercise of rights under this section. If Buyer is thirty (30not satisfied with the condition of the Premises or any portion thereof and, on or before the ( ) days after calendar day following the Effective Dateacceptance of the Offer by the Seller, TRMC shall deliver Buyer notifies Seller in writing that Buyer is terminating this Agreement because of such dissatisfaction, then the Deposit will be refunded to TLO Buyer and all other obligations of the parties hereunder will cease and this Agreement will be null and void. If the Buyer fails to terminate this Agreement by giving written notice of (atermination to Seller on or before the ( ) TRMC’s satisfaction calendar day following acceptance of the Offer by Seller, Buyer will be deemed to have waived his, her, their or waiver, in TRMC’s sole discretion, with respect its rights to terminate the Agreement pursuant to this section. If §56-7-1 N.M.S.A. 1978 Comp. applies to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Priceinspections carried out pursuant to, and the parties indemnification obligations arising under, this Section 14, the agreement to indemnify shall proceed not apply to close liability, claims, damages, losses, costs or expenses, including attorney fees, arising out of (i) the repurchase transaction within sixty preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by the indemnitee, or the agents or employees of the indemnitee; or (60ii) days thereafterthe giving of or the failure to give directions or instructions by the indemnitee, or the agents or employees of the indemnitee, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.

INSPECTION CONTINGENCY. On Buyer's obligations under this Agreement will be contingent upon Buyer's satisfaction with the result of such inspections (including without limitation, structural, insect, radon) of the Premises as Buyer, at his, her, their or its sole cost, may cause to be conducted on or before the date f ( ) calendar day following the acceptance of the Offer by the Seller. Xxxxx also will be entitled to re-inspect the Premises, at the Buyer's sole cost, within ( ) calendar days of the Closing for the limited purpose of confirming the condition of the Premises has not changed since the completion of the inspections referred to above. Xxxxx and Xxxxx's inspectors and consultants will be entitled to have reasonable access to the Premises from time to time for the purposes of making such inspections, provided that Buyer will indemnify Seller from any and all liability, claims, damages, losses, costs or expenses, including attorney fees suffered, paid or incurred by Seller arising out of or as a consequence of Buyer's exercise of rights under this section. If Buyer is thirty (30not satisfied with the condition of the Premises or any portion thereof and, on or before the ( ) days after calendar day following the Effective Dateacceptance of the Offer by the Seller, TRMC shall deliver Buyer notifies Seller in writing that Buyer is terminating this Agreement because of such dissatisfaction, then the Deposit will be refunded to TLO Buyer and all other obligations of the parties hereunder will cease and this Agreement will be null and void. If the Buyer fails to terminate this Agreement by giving written notice of (atermination to Seller on or before the ( ) TRMC’s satisfaction calendar day following acceptance of the Offer by Seller, Buyer will be deemed to have waived his, her, their or waiver, in TRMC’s sole discretion, with respect its rights to terminate the Agreement pursuant to this section. If §56-7-1 N.M.S.A. 1978 Comp. applies to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Priceinspections carried out pursuant to, and the parties indemnification obligations arising under, this Section 14, the agreement to indemnify shall proceed not apply to close liability, claims, damages, losses, costs or expenses, including attorney fees, arising out of (i) the repurchase transaction within sixty preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by the indemnitee, or the agents or employees of the indemnitee; or (60ii) days thereafterthe giving of or the failure to give directions or instructions by the indemnitee, or the agents or employees of the indemnitee, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.

INSPECTION CONTINGENCY. On Purchaser shall have until December 17, 2014 (the “Inspection Period”) to inspect the Properties and make whatever other inquiry it deems appropriate to determine the suitability of the Properties for Purchaser’s intended use of the Properties. Such right of inspection shall include the right to review all items listed in Exhibit A to the Letter of Intent between Seller and Purchaser dated October 24, 2014 (The “LOI”). Purchaser may engage consultants or before engineers of the date that is thirty Purchaser’s choosing to conduct studies of the Properties as the Purchaser deems necessary. The Purchaser or its agents shall have the right to enter the Properties at reasonable times to make such tests, inspections, studies, and other investigations as the Purchaser may require (30the “Tests”) days after at the Effective DatePurchaser’s expense and risk, TRMC shall deliver to TLO upon providing Seller forty-eight (48) hours advance written notice of (a) TRMC’s satisfaction or waiverits intent to enter the Properties. Notwithstanding the foregoing, in TRMCno event shall Purchaser conduct any Phase II environmental investigation or other invasive testing on the Properties or contact or otherwise communicate in any manner with any governmental agency respecting environmental conditions at or in the vicinity of the Properties, in either case without Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole and absolute discretion; provided, however that Purchaser shall have the right, without Seller’s consent, to contact governmental agencies concerning the Property for general zoning diligence unrelated to environmental matters. Purchaser shall promptly deliver to Seller copies of the Tests including, without limitation, any environmental assessment prepared with respect to the results Properties. Notwithstanding anything herein to the contrary, Seller hereby confirms that it has granted consent to Purchaser to perform a Phase II environmental investigation in accordance with a proposal submitted by Purchaser to Seller prior to the Effective Date. The obligations of Purchaser under this Paragraph 6(a) shall survive Closing or termination of this Agreement. Purchaser shall: (i) indemnify, defend, protect, and hold harmless Seller and the Properties from and against all liability, lien, damage, and cost (including reasonable attorneys’ fees) to the extent caused by Purchaser’s entry onto the Properties, except for (A) any loss, lien, liability, cost, or expense to the extent arising from or related to the acts of Seller; (B) any diminution in value of the inspection contingency stated Properties arising from or relating to matters discovered by Purchaser during its investigation; (C) any latent defects discovered by Purchaser; or (D) the release or spread of any hazardous materials which are discovered on or under the Properties by Purchaser except to the extent deposited, released, or spread by Purchaser’s actions (other than the mere discovery of such hazardous materials as long as Purchaser takes reasonable steps not to exacerbate the condition); (ii) promptly repair any damage to the Properties caused by Purchaser’s entry (excepted as set forth in subparagraphs (i)(A)-(D) above); and (iii) prior to entry upon the Properties, deliver to Seller a certificate or other reasonable proof evidencing that Purchaser has a commercial general liability insurance policy written on an occurrence basis with combined single limits liability for personal injury and property damage of not less than One Million Dollars ($1,000,000). The foregoing indemnity, defense, and hold harmless obligations do not apply to (x) any liability, damage, or cost to the extent caused by acts or omissions of Seller; (y) any diminution in value of the Properties or other loss or damage incurred by Seller arising from or relating to any matters discovered by Purchaser during its investigation of the Properties; or (z) as otherwise set forth in subparagraph (i)(A)-(D) above. Purchaser’s indemnity obligation set forth in this Section 4, Paragraph 6(a) shall survive Closing or (b) the failure termination of this conditionAgreement. If TRMC fails to timely deliver such notice to TLO, then this condition Purchaser shall be deemed notify Seller in writing before the end of the Inspection Period whether or not satisfied, and TRMC shall be under no obligation Purchaser elects to proceed with the repurchase purchase of the Rail FacilityProperties pursuant to this Agreement. If TRMC’s inspection contingency followed Purchaser, in its sole discretion, notifies Seller in writing at any time during the exercise Inspection Period of its election not to proceed with the purchase of the Right of First RefusalProperties for any reason or for no reason, then following TLO’s receipt of notice of this Agreement shall be terminated and Escrow Holder shall immediately return the failure of this inspection contingency by TRMC (or TRMCDeposit to Purchaser. Purchaser’s failure to timely deliver notify Seller in writing of its election not to purchase the required notice to TLO), TLO Properties within the aforementioned time limit shall be free deemed an election to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement proceed with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO purchase of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company Properties and is referred to herein as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) waiver of the Repurchase Price, and the parties shall proceed to close the repurchase transaction within sixty (60) days thereafterInspection Contingency”.