Inspection of Real Property. Subject to and in accordance with Leases, from and after the date of this Agreement, the Buyer and its agents, contractors and representatives shall have the right and privilege, upon at least seventy-two (72) hours prior notice to the Company, of entering upon any or all of the Company Business Facilities during reasonable business hours and of reviewing, at the Buyer's sole expense, the Company's and its Subsidiaries' books and records regarding such properties from time to time as needed to make any inspections, evaluations, surveys or tests which the Buyer may reasonably deem necessary or appropriate. Without limiting the generality of the foregoing, the Buyer and its agents, contractors and representatives shall have the right, at the Buyer's sole expense, and privilege of conducting such engineering studies, seismic tests, environmental studies (including, without limitation, surface and subsurface tests, borings and samplings) and surveys of such properties and such feasibility studies as the Buyer deems necessary or appropriate and to investigate all matters relating to zoning, use and compliance with other applicable laws regarding the use and occupancy of such properties and any proposed impositions, assessments and governmental regulations affecting such properties. The Company shall, and shall procure that its Subsidiaries shall, cooperate reasonably with the Buyer in completing such inspections and evaluations. the Buyer's exercise of its right to inspect such properties, or the Buyer's election not to inspect any property, shall in no way be interpreted as a waiver of any of the Buyer's rights or remedies contained in this Agreement, including, without limitation, the Buyer's right to rely on the Company's representations and warranties made herein.
Inspection of Real Property. Within forty five (45) calendar days after the date of this Agreement, Purchaser may, at its sole cost and expense, undertake such physical inspections and examinations of the Owned Real Property and the facilities subject to Branch Leases (subject to any landlord’s approval or consent as may be required and prior reasonable notice to Seller of the date and time of any such inspections and examinations), including such inspections of the buildings thereon, as Purchaser reasonably deems necessary or appropriate, which shall be conducted in a manner and at times so as to not disrupt Seller’s business operations of the Branches. The cost of any such inspections and examinations shall solely be the responsibility of Purchaser. Notwithstanding the foregoing, Purchaser shall not conduct any invasive testing or Phase II Environmental Site Assessment on any Owned Real Property or facilities subject to Branch Leases, without the prior written consent of Seller (which consent will not unreasonably be withheld or delayed) and coordinating the scope of such work with Seller or Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Environmental Site Assessment, or Baseline Environmental Assessment as defined under the laws of the State of Indiana, this time period shall be subject to reasonable extensions, not to exceed sixty (60) calendar days following the expiration of the initial forty five (45) calendar day period. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller, any of its Affiliates and/or third parties while Purchaser and its agents are performing any inspections under this Section 3.3. In the event of any damage to any of the Branches, Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Branches were in prior to the inspection.
Inspection of Real Property. Within forty five (45) calendar days after the date of this Agreement, the Purchaser may, at its sole cost and expense, undertake such environmental inspections and examinations (including any noninvasive sampling) of each Real Property, as the Purchaser reasonably deems necessary or appropriate, which shall be conducted in a manner and at times so as to not disrupt the Seller’s business operations of the Branches (a “Phase I Site Assessment”). The cost of any such Phase I Site Assessment shall solely be the responsibility of the Purchaser. If any such Phase I Site Assessment indicates that any Real Property contains or may contain a Material Defect or further investigation is warranted, the Purchaser, at its option, shall within twenty (20) calendar days after receipt of the Phase I Site Assessment provide notice to the Seller of either (a) its acceptance of such Real Property “as is” to any Material Defect or (b) its option to cause to be prepared, at the Purchaser’s expense, a Phase II environmental survey (a “Phase II Site Assessment”) of such Real Property, or such other appropriate investigation as the Purchaser deems necessary. Upon completion of the investigation conducted in accordance with the Phase II Site Assessment, or an inspection pursuant to Section 2.2 that indicates that any Real Property otherwise contains or may contain a Material Defect, the Purchaser shall develop a plan to remedy any Material Defect and/or a plan to perform further investigation (if necessary) and an estimate of the cost of any remediation or other follow-up work that may be necessary to address, identify or monitor the Material Defect (a “Plan”). Notwithstanding the foregoing, the Purchaser shall not conduct any Phase II Site Assessment on any Real Property, without the prior written consent of the Seller (which consent may be withheld in the Seller’s sole discretion) and coordinating the scope of such work with the Seller or the Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Site Assessment, the forty five (45) day time period shall be subject to reasonable extensions, not to exceed ninety (90) calendar days following the expiration of the initial forty five (45) calendar day period. The Purchaser shall maintain liability insurance and shall indemnify the Seller for any and all losses incurred by the Seller, any of its affiliates and/or third parties while the Purchaser and its agent...
Inspection of Real Property. Prior to executing this ------------ ----------------------------- Agreement, Buyer has inspected or caused to be inspected the physical condition of the Real Property and is satisfied with its condition. However, Buyer may obtain, at Buyer's expense, a Phase I environmental assessment. Buyer shall promptly give to Seller a copy of any environmental report resulting from the assessment. Further, Buyer shall give Seller written notice within thirty (30) days after the date of this Agreement of any environmental condition(s) that Buyer reasonably deems unacceptable. Seller may either elect to cure such condition(s) to the reasonable satisfaction of Buyer or notify Buyer in writing within fifteen (15) days after receipt of Buyer's timely notice of Seller's election not to cure the same. If Seller elects not to cure, Buyer may elect to terminate this Agreement by providing written notice of termination to Seller within three (3) days of the receipt of Seller's notice. Buyer's failure to deliver any notice required hereby on a timely basis shall constitute a waiver of any objections Buyer may have had with respect to the condition of the Real Property. ARTICLE SIX ----------- AGREEMENTS OF THE BUYER -----------------------
Inspection of Real Property. Licensor shall have the right to inspect the real property at any reasonable time without need for formal notice.
Inspection of Real Property. Purchaser has, or prior to the Closing will have, inspected the Real Property, is or will be fully familiar with the physical condition and state of repair thereof, and, other than as set forth in Sections 2.3, 3.14, 3.19 and 3.23 and Article VII, shall accept the Real Property "as is" and in their present condition, subject to reasonable use, wear, tear and natural deterioration between now and the Closing Date without any reduction in the Real Property Amount for any change in such condition by reason thereof subsequent to the date of this Agreement.
Inspection of Real Property. Seller shall permit Purchaser to inspect and review, solely at Purchaser's expense, the physical condition of the Real Property. Purchaser may obtain at Purchaser's expense, a Phase I or Phase II environmental assessment. Purchaser shall promptly give to Seller a copy of any environmental report resulting from the assessment. Further, Purchaser shall give Seller written notice within thirty (30) days after the date of this Agreement of any environmental condition(s) that Purchaser reasonably deems unacceptable. Seller may either elect to cure such condition(s) to the reasonable satisfaction of Purchaser or notify Purchaser in writing with fifteen (15) days after receipt of Purchaser's timely notice of Seller's election not to cure the same. If Seller elects not to cure, Purchaser may elect to terminate this Agreement by providing written notice of termination to Seller within three (3) business days of the receipt of Seller's notice. Purchaser's failure to deliver any notice required hereby on a timely basis shall constitute a waiver of any objections Purchaser may have had with respect to the condition of the Real Property. Purchaser shall provide reasonable notice and coordinate all inspections with Seller and shall indemnify and hold Seller harmless from any and all liability arising out of Purchaser's inspection or testing of the Real Property including but not limited to personal injury, death, loss, or consequential damage of any kind arising from Purchaser or Purchaser's agent's presence on the Real Property. In the event Purchaser wishes to conduct any test or studies on the Real Property it shall provide Seller with proof of insurance against such liability as described in this paragraph in an amount acceptable to Seller and naming Seller as an additional loss payee on such policy. Purchaser shall further cause any physical damage to the Real Property caused by such inspections to be fully repaired and the Real Property left in the same condition as prior to the inspections.
Inspection of Real Property. During the Inspection Period, Buyer at its sole expense may inspect the physical condition of the Real Property, verify to its satisfaction the financial information provided to it and conduct any environmental or other inspections as it deems appropriate; provided, however, Buyer shall have the right to enter upon the Real Property only in accordance with the following terms and conditions:
Inspection of Real Property. Seller agrees to allow 90 days for inspection of premises and agrees to use commercially reasonable best efforts to remedy any conditions discovered during this period that are materially different from the condition in which the Seller took possession the property, normal wear and tear excepted. Purchaser may, at its option and expense, contact and arrange for an inspection and report on any property described in the Real Property Leases by an independent heating, ventilation and air conditioning ("HVAC") specialist and/or professional building inspector. Such inspection and report shall verify that the HVAC at each of the locations is in good working condition. In the event the inspection and report discloses any defects in the HVAC or other material building or maintenance issues at any location covered by the Real Property Leases that would be the tenant's responsibility to repair under the terms of such Real Property Leases, Seller will use commercially reasonable best efforts to repair or cause to be repaired any such defect at its expense. Should Seller fail to use commercially reasonable best efforts to make requested repairs, Seller shall document pre-existing conditions and defend Purchaser against unreasonable claims of the Landlord. The provisions of this section shall survive the Closing for a period of thirty (30) days after the expiration of the current term of the lease in effect on the Closing Date.
Inspection of Real Property. During the Inspection Period, Buyer at its sole expense may inspect the physical condition of the Real Property, verify to its satisfaction the financial information provided to it and conduct any environmental or other inspections as it deems appropriate; provided, however, Buyer shall have the right to enter upon the Real Property only in accordance with the following terms and conditions:
(a) This Agreement has not been terminated;
(b) Any entry upon the Real Property shall be only for the purpose of inspections, studies, and surveys upon prior written notice to Seller; and
(c) Buyer shall indemnify, defend and hold Seller harmless from any claims, demands and causes of action for personal injury, property damage, mechanics liens, violation of laws or breach of contract or lease that arise out of or are related to Buyer's activities on the Real Property prior to Closing, including without limitation Seller's costs, expenses and attorney's fees, except to the extent such claims, demands or causes of action arise out of Seller's negligence, misconduct, breach of lease or contract or violation of law. Without expanding Buyer's obligations set forth above, it is understood that Buyer shall not liable for or in connection with the discovery and reporting as required by law of any hazardous or environmental condition on the Property. Notwithstanding anything to the contrary herein, this indemnity shall survive termination of this Agreement.
(d) Buyer's entry shall be at reasonable times and in compliance with all laws, leases, and other agreements of Seller, so as to minimize any disruption of Seller's tenants and the operations of Seller, its affiliates and subsidiaries. Buyer, its agents and consultants, to the extent reasonably possible, will be sensitive to the impacts of their due diligence efforts on the employees of Seller, will minimize their intrusions, and will not disclose the purpose of their work to any person or entity without Seller's prior written consent. Unless Seller has given its prior written consent, which shall not unreasonably be withheld or delayed, (i) no improvements shall be constructed upon the Real Property, no materials, vehicles or equipment shall be placed or stored on the Real Property except for the purposes of testing, and no construction activity shall be conducted upon the Real Property, and (ii) no grading, filling, excavation, or other disturbance of the soils shall be permitted. Buyer's activities shall not violate any...
