Common use of Inspection Due Diligence Clause in Contracts

Inspection Due Diligence. During the period beginning on the Effective Date and continuing through the expiration of the Due Diligence Period, Purchaser or its agents shall be permitted access to the Subject Property upon reasonable advance notice to Sellers and subject to the rights of the tenants under the Leases. In the exercise of Purchaser’s rights under this Section 5, neither Purchaser nor Purchaser’s agents shall interfere in any way with the use or occupancy of the Subject Property by the tenants. Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all claims, damages, loss, cost, liability and expense arising from or in connection with the activities of Purchaser or its agents on the Subject Property pursuant to this Section 5, and the obligations of Purchaser under this sentence shall survive Closing and any termination of this Agreement. Purchaser shall have until the expiration of the Due Diligence Period to inspect the Subject Property and perform whatever investigations, tests and inspections Purchaser deems reasonably appropriate. Sellers shall cooperate with Purchaser’s due diligence review and shall make available to Purchaser, upon reasonable notice and during business hours, all books and records in Sellers’ possession, if any, concerning the operation and maintenance of the Subject Property. Except for sampling of indoor air and building materials designed to investigate the presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenyls, neither Purchaser nor Purchaser’s agents shall perform any invasive testing (such as, without limitation, drilling or sampling) of the Subject Property without the prior written consent of Sellers, which consent may be withheld at Sellers’ sole discretion. Purchaser may terminate this Agreement by written notice to Sellers on or before 5:00 PM Central Time on the last day of the Due Diligence Period, time being of the essence, if Purchaser’s due diligence reveals any matters which would have a material adverse effect on the use of the Subject Property for banking facilities.

Inspection Due Diligence. During (a) From and after the period beginning on the Effective Date and continuing through the expiration date of the Due Diligence Periodexecution of this Agreement until Closing, Purchaser or its agents shall be permitted reasonable access to the Subject Property Premises upon reasonable advance notice to Sellers and subject to the rights of the tenants under the Leases. In the exercise of Purchaser’s rights under this Section 5, neither so long as Purchaser nor Purchaser’s agents shall not interfere in any way with the use or occupancy operations of the Subject Property by the tenantsSeller. Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all claims, damages, loss, cost, liability and expense arising from or in connection with the activities of Purchaser or its agents on the Subject Property pursuant to this Section 5, and the obligations of Purchaser under this sentence shall survive Closing and any termination of this Agreement. Purchaser shall have until the expiration of the Due Diligence Period to may inspect the Subject Property Premises and perform whatever investigations, tests and inspections Purchaser deems reasonably appropriate. Sellers No inspection shall involve the taking of samples or other physically invasive procedures without the prior written consent of Seller which may be withheld in Seller’s sole discretion. Seller shall cooperate with Purchaser’s reasonable due diligence review and shall make available to Purchaser, upon reasonable notice and during business hours, all reasonable and relevant books and records in Sellers’ possession, if any, concerning the operation and maintenance of the Subject PropertyPremises. Except for sampling Purchaser shall cause its agents and representatives conducting inspections on and about the Premises to be covered by public liability and property damage insurance in amounts and in form and substance adequate to insure against the insurable liabilities of indoor air Purchaser and building materials designed to investigate the presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenyls, neither Purchaser nor Purchaser’s agents arising out of any entry or inspections of the Premises pursuant to the provisions hereof including a policy of commercial general liability insurance with limits of not less than One Million Dollars per occurrence. Purchaser shall perform indemnify and hold Seller harmless from and against any invasive testing actual costs, damages (such asexclusive of consequential and punitive damages except to the extent awarded to a third party), liabilities, losses, expenses, liens or claims (including, without limitation, drilling reasonable attorneys’ fees) arising out of or samplingrelating to any entry onto the Premises by Purchaser and Purchaser’s agents in the course of performing the inspections, testing or inquiries provided for in this Agreement (the “Losses”); provided that Purchaser shall have no obligation to indemnify Seller for Losses arising from: (i) pre-existing conditions except to the extent that Purchaser’s inspections are solely responsible for exacerbating such pre-existing condition, (ii) the discovery by Purchaser or its agents, consultants or contractors of any hazardous materials or adverse conditions on the Premises, (iii) the negligence or willful misconduct of Seller, or the employees, agents, consultants, contractors or subcontractors of Seller; (iv) the release or spread of any hazardous materials which are discovered (but not deposited) on or under the Premises by Purchaser or its agents, consultants or contractors unless such release or spread is caused by the negligence or willful misconduct of Purchaser or its agents, consultants or contractors after such discovery; (v) any diminution in value in the Premises arising from or relating to matters discovered by Purchaser and its agents, consultants or contractors during their testing and investigations of the Subject Property Premises; or (vi) any latent defects in the Premises discovered by Purchaser and its agents, consultants or contractors. The foregoing indemnity shall survive the Closing or any termination of this Agreement. (b) If Closing does not occur for any reason, Purchaser shall promptly return to Seller copies of all Proprietary Information (as hereinafter defined) delivered by Seller to Purchaser and shall destroy all copies and abstracts thereof. “Proprietary Information” means any written, oral, documentary or other information (including reports, tests, and studies) relating to the transaction, Seller or the Premises which is received by Purchaser from Seller (or from third parties through Seller’s authorization) and is not publicly available, including, without limitation, information relating to the prior written consent of Sellersownership, which consent may be withheld at Sellers’ sole discretion. Purchaser may terminate this Agreement by written notice to Sellers on or before 5:00 PM Central Time on the last day condition, operation and/or financial performance of the Due Diligence Period, time being of the essence, if Purchaser’s due diligence reveals any matters which would have a material adverse effect on the use of the Subject Property for banking facilitiesPremises.

Inspection Due Diligence. During the period beginning on the Effective Date and continuing through the expiration term of the Due Diligence Periodthis Agreement, Purchaser or its agents shall be permitted access to the Subject Property Premises during normal business hours upon reasonable advance notice to Sellers and subject to the rights of the tenants under the Leases. In the exercise of Purchaser’s rights under this Section 5, neither so long as Purchaser nor Purchaser’s agents shall not interfere in any way with the use or occupancy operations of the Subject Property by the tenants. Purchaser Seller and shall indemnify, defend and hold Sellers harmless from and against any and all claims, damages, loss, cost, liability and expense arising from or in connection comply with the activities security requirements of Purchaser or its agents on the Subject Property pursuant to this Section 5, and the obligations of Purchaser under this sentence shall survive Closing and any termination of this AgreementSeller. Purchaser shall have until the expiration of the Due Diligence Period to inspect the Subject Property and perform whatever investigations, tests and inspections Purchaser deems reasonably appropriate. Sellers Seller shall cooperate with Purchaser’s 's due diligence review and shall make available to Purchaser, upon reasonable notice and during business hours, all books and records in Sellers’ possession, if any, concerning the operation and maintenance of the Subject PropertyPremises. Except Seller shall also make available to Purchaser (i) all public information concerning Seller's general business affairs and (ii) financial information for sampling Seller's parent holding company Summit Bancorp which would comply with Securities and Exchange Commission requirements for reporting by a public company for the most recent annual and quarterly fiscal periods and the most recent "call report" filed by Seller with the Federal Reserve Bank of indoor air and building materials designed New York. Prior to investigate the presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenyls, neither Purchaser nor Purchaser’s agents shall perform any invasive testing (such as, without limitation, drilling or sampling) of the Subject Property without the prior written consent of Sellers, which consent may be withheld at Sellers’ sole discretion. Purchaser may terminate this Agreement by written notice to Sellers on or before 5:00 PM Central Time on the last day expiration of the Due Diligence Period, time being Purchaser shall have the right to terminate this Agreement with respect to any or all of the essence, Parcels if Purchaser’s 's due diligence reveals any matters which would have a material adverse effect on make any Parcel or the use transaction contemplated by this Agreement unacceptable to Purchaser in Purchaser's sole discretion. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys' fees actually incurred), damages or injuries arising out of or resulting from the inspection of the Subject Property for banking facilitiesPremises by Purchaser or its agents, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement.

Inspection Due Diligence. During the period beginning on the Effective Date and continuing through the expiration term of the Due Diligence Periodthis Agreement, Purchaser or its agents agents, representatives, consultants and contractors shall be permitted access to the Subject Property Premises upon reasonable advance notice to Sellers and subject to the rights of the tenants under the Leases. In the exercise of Purchaser’s rights under this Section 5, neither Seller so long as Purchaser nor Purchaser’s agents shall not interfere in any way with the use operations of Seller or occupancy of the Subject Property by the tenants. Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all claims, damages, loss, cost, liability and expense arising from or in connection with the activities of Purchaser or its agents on the Subject Property pursuant to this Section 5, and the obligations of Purchaser under this sentence shall survive Closing and any termination of this AgreementDCB. Purchaser shall have until the expiration of the Due Diligence Period to inspect the Subject Property Premises and perform whatever investigations, tests and inspections Purchaser deems reasonably appropriate. Sellers Seller shall cooperate with Purchaser’s due diligence review and shall make available to Purchaser, upon reasonable notice and during business hours, all books and records in Sellers’ possession, if any, concerning the operation and maintenance of the Subject PropertyPremises. Except for sampling of indoor air and building materials designed to investigate the presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenyls, neither Purchaser nor Upon Purchaser’s agents request for specific information, Seller shall perform any invasive testing also make available to Purchaser (such as, without limitation, drilling or samplingi) all public information concerning Seller’s and DCB’s general business affairs and (ii) financial information which would comply with Securities and Exchange Commission requirements for reporting by a public company for the most recent annual and quarterly fiscal periods of DCB. Prior to the Subject Property without the prior written consent of Sellers, which consent may be withheld at Sellers’ sole discretion. Purchaser may terminate this Agreement by written notice to Sellers on or before 5:00 PM Central Time on the last day expiration of the Due Diligence Period, time being of Purchaser shall have the essence, right to terminate this Agreement if Purchaser’s due diligence reveals any matters which would make the Premises or the transaction contemplated by this Agreement unacceptable to Purchaser in Purchaser’s sole discretion. Notwithstanding anything herein to the contrary, Seller shall have the right to reasonably regulate all access to the Premises permitted under this Agreement. Purchaser shall give Seller at least two (2) business days prior written notice of its intention to conduct any such inspections or surveys, and Seller reserves the right to have a material adverse effect representative present to monitor Purchaser’s activities on the use Premises. The scope of any proposed intrusive or invasive surveys or inspections shall be subject to Seller’s prior consent, which may not be unreasonably withheld, conditioned or delayed. As a condition to permitting any inspection or survey under this Agreement, Purchaser shall provide reasonable evidence to Seller that Purchaser (and, if applicable, Purchaser’s agents and representatives) has in force general liability and worker’s compensation insurance with coverage of not less than One Million Dollars ($1,000,000.00) to protect Seller and DCB against any and all liability, claims, demands, damages and costs (including, without limitation, reasonable attorneys’ fees and expenses) which may occur as a result of any activity of Purchaser or Purchaser’s representatives on or around the Premises. This insurance requirement shall not limit or release Purchaser’s indemnification obligations contained within this Agreement. Purchaser shall not perform any borings or invasive testing at the Premises without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed. If Purchaser or its representatives undertake any borings or other disturbance of the Subject Property soil, the soil shall be re-compacted to its condition immediately prior to any such borings or other disturbance. Purchaser shall obtain at its own expense a certificate from a licensed soils engineer that certifies that such disturbance has been re-compacted to such condition. Purchaser agrees (which agreement shall survive Closing or expiration or earlier termination of this Agreement) to indemnify, defend, and hold harmless Seller, DCB, and their affiliates (collectively, the “Companies”) and the Companies’ employees, representatives, consultants, affiliates, agents, and other related personnel (together with the Companies, collectively, the “Indemnified Parties”) from any and all loss, injury, damage, claim, lien, obligation, damages, lawsuits, deficiencies, claims, demands, liabilities, cost or expense, reasonable attorney’s fees and costs (including reasonable attorneys’ fees, expert fees and court costs whether or not arising out of third party claims), or action (including without limitation causes of action based on statutory or common law) arising out of (a) any inspection or survey conducted by Purchaser (or Purchaser’s agents or representatives) pursuant to this Agreement, or (b) any negligent or wrongful act or omission of Purchaser (or Purchaser’s agents or representatives) relating to or arising from Purchaser’s (or Purchaser’s agents or representatives) inspection of, or presence on, the Premises (the “Losses”); provided that Purchaser shall have no obligation to indemnify any of the Indemnified Parties for banking facilitiesLosses arising from: (i) pre-existing conditions except to the extent that Purchaser’s inspections are responsible for exacerbating such pre-existing condition, (ii) the discovery by Purchaser or its agents, consultants or contractors of any hazardous materials or adverse conditions on the Premises, (iii) the errors or omissions of the Companies’ or any of their respective employees, agents, consultants, contractors or subcontractors; (iv) the release or spread of any hazardous materials which are discovered (but not deposited) on or under the Premises by Purchaser or its agents, consultants or contractors unless such release or spread is caused by the negligence or willful misconduct of Purchaser or its agents, consultants or contractors after such discovery; (v) any diminution in value in the Premises not caused by Purchaser (or Purchaser’s agents, consultants, contractors, or representatives) arising from or relating to matters discovered by Purchaser and its agents, consultants or contractors during their testing and investigations of the Premises; or (vi) any latent defects in the Premises discovered but not caused by Purchaser or Purchaser’s agents, consultants, contractors, or representatives.

Inspection Due Diligence. During the period beginning on the Effective Date and continuing through the expiration term of the Due Diligence Periodthis Agreement, Purchaser or its agents shall be permitted access to the Subject Property Premises upon reasonable advance notice to Sellers and subject to the rights of the tenants under the Leases. In the exercise of Purchaser’s rights under this Section 5, neither so long as Purchaser nor Purchaser’s agents shall not interfere in any way with the use or occupancy operations of the Subject Property by the tenants. Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all claims, damages, loss, cost, liability and expense arising from or in connection with the activities of Purchaser or its agents on the Subject Property pursuant to this Section 5, and the obligations of Purchaser under this sentence shall survive Closing and any termination of this AgreementSeller. Purchaser shall have until the expiration of the Due Diligence Period to inspect the Subject Property Premises and perform whatever investigations, tests and inspections Purchaser deems reasonably appropriate. Sellers Seller shall cooperate with Purchaser’s due diligence review and shall make available to Purchaser, upon reasonable notice and during business hours, all books and records in Sellers’ possession, if any, concerning the operation and maintenance of the Subject PropertyPremises. Except for sampling of indoor air and building materials designed to investigate the presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenyls, neither Purchaser nor Upon Purchaser’s agents request for specific information, Seller shall perform any invasive testing also make available to Purchaser (such as, without limitation, drilling or samplingi) all public information concerning Seller’s general business affairs and (ii) financial information which would comply with Securities and Exchange Commission requirements for reporting by a public company for the most recent annual and quarterly fiscal periods of Seller. Prior to the Subject Property without the prior written consent of Sellers, which consent may be withheld at Sellers’ sole discretion. Purchaser may terminate this Agreement by written notice to Sellers on or before 5:00 PM Central Time on the last day expiration of the Due Diligence Period, time being of Purchaser shall have the essence, right to terminate this Agreement if Purchaser’s due diligence reveals any matters which would make the Premises or the transaction contemplated by this Agreement unacceptable to Purchaser in Purchaser’s sole discretion. Notwithstanding anything herein to the contrary, Seller shall have the right to reasonably regulate all access to the Premises permitted under this Agreement. Purchaser shall give Seller at least one (1) business day prior written notice of its intention to conduct any such inspections or surveys, and Seller reserves the right to have a material adverse effect representative present to monitor Purchaser’s activities on the use Premises. The scope of any proposed intrusive or invasive surveys or inspections shall be subject to Seller’s prior consent, which may not be unreasonably withheld, conditioned or delayed. . As a condition to permitting any inspection or survey under this Agreement, Purchaser shall provide reasonable evidence to Seller that Purchaser (and, if applicable, Purchaser’s agents and representatives) has in force liability and worker’s compensation insurance with coverage of not less than One Million Dollars ($1,000,000.00) to protect Seller against any and all liability, claims, demands, damages and costs (including, without limitation, reasonable attorneys’ fees and expenses) which may occur as a result of any activity of Purchaser or Purchaser’s representatives on or around the Premises. This insurance requirement shall not limit or release Purchaser’s indemnification obligations contained within this Agreement. Purchaser shall not perform any borings or invasive testing at the Premises without the prior written consent of Seller, which may not be unreasonably withheld, conditioned or delayed. If Purchaser or its representatives undertake any borings or other disturbance of the Subject Property soil, the soil shall be re-compacted to its condition immediately prior to any such borings or other disturbance. Purchaser shall obtain at its own expense a certificate from a licensed soils engineer that certifies that such disturbance has been re-compacted to such condition. Purchaser agrees (which agreement shall survive Closing or expiration or earlier termination of this Agreement) to indemnify, defend, and hold harmless Seller and its employees, representatives, consultants, affiliates, agents, and other related personnel from any and all loss, injury, damage, claim, lien, obligation, damages, lawsuits, deficiencies, claims, demands, liabilities, cost or expense, reasonable attorney’s fees and costs (including reasonable attorneys’ fees, expert fees and court costs whether or not arising out of third party claims), or action (including without limitation causes of action based on statutory or common law) arising out of (a) any inspection or survey conducted by Purchaser (or Purchaser’s agents or representatives) pursuant to this Agreement or (b) any negligent or wrongful act or omission of Purchaser (or Purchaser’s agents or representatives) relating to or arising from Purchaser’s (or Purchaser’s agents or representatives) inspection of, or presence on, the Premises (the “Losses”); provided that Purchaser shall have no obligation to indemnify Seller for banking facilitiesLosses arising from: (i) pre existing conditions except to the extent that Purchaser’s inspections are responsible for exacerbating such pre existing condition, (ii) the discovery by Purchaser or its agents, consultants or contractors of any hazardous materials or adverse conditions on the Premises, (iii) the gross negligence or willful misconduct of the Seller, or Seller’s employees, agents, consultants, contractors or subcontractors; (iv) the release or spread of any hazardous materials which are discovered (but not deposited) on or under the Premises by Purchaser or its agents, consultants or contractors unless such release or spread is caused by the negligence or willful misconduct of Purchaser or its agents, consultants or contractors after such discovery; (v) any diminution in value in the Premises not caused by Purchaser (or Purchaser’s agents, consultants, contractors, or representatives) arising from or relating to matters discovered by Purchaser and its agents, consultants or contractors during their testing and investigations of the Premises; or (vi) any latent defects in the Premises discovered but not caused by Purchaser or Purchaser’s agents, consultants, contractors, or representatives.