Common use of Inspection of the Property Clause in Contracts

Inspection of the Property. Purchaser shall have the right to perform such examinations, tests, investigations and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisable in its sole discretion provided that: (i) Purchaser gives Seller reasonable prior written notice; (ii) such investigations are not invasive in nature; and (iii) Purchaser does not unreasonably interfere, as determined by Seller, with Seller’s operation of the Hotel or its guests at the Hotel or any tenants under any Leases. Purchaser shall order all third-party Inspections within five (5) Business Days of the Effective Date. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”). Seller shall provide complete access to the Property for Purchaser’s Inspectors to perform the Inspections, subject to the rights of tenants and guests at the Property; provided, however, Purchaser shall coordinate with Seller and its agents to carry out any such Inspection so as to minimize, to the greatest extent possible, interference with Seller’s business and otherwise in a manner reasonably acceptable to Seller. Purchaser shall indemnify and hold Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs actually incurred) arising out of Purchaser’s Inspections or tests or other entry onto the Property by Purchaser or its employees, agents, representatives, contractors and lenders and shall maintain adequate insurance to cover the foregoing, which insurance shall name Seller as an insured party; provided, however, that the foregoing indemnity shall not apply to any conditions that are discovered on, under or about the Property by Purchaser or its employees, agents, representatives, contractors and lenders. This indemnity shall survive the Closing or any earlier termination of this Agreement.

Inspection of the Property. 4.1.1. From the Effective Date until the date that is forty-five (45) days following the Effective Date (the “Inspection Period”), and thereafter until the Closing or earlier termination of this Agreement, Purchaser shall have and an Affiliate of Meridian Senior Living, LLC (“JV Partner”), and their respective Affiliates, and their and their respective Affiliates’ employees, representatives, agents, consultants, engineers, appraisers, counsel, accountants, independent contractors and other authorized representatives (collectively, the right to perform such examinations“Purchaser Parties”) may enter upon the Property, upon Seller’s prior consent, which consent may not be unreasonably withheld, conditioned or delayed, for the purposes of performing, at Purchaser’s sole cost and expense, investigations, inspections, tests, investigations surveys, studies and studies analyses thereon so that the Purchaser Parties will have the opportunity to conduct a comprehensive due diligence review of the Property (and the “Inspections”) as Purchaser reasonably deems advisable in its sole discretion provided that: businesses conducted thereon, including for the purpose of (i) Purchaser gives Seller reasonable prior written notice; reviewing Resident Agreement files (subject to confidentiality restrictions required by applicable law), (ii) meeting with and interviewing the Manager’s Facility Management personnel and such investigations are other personnel at each of the Facilities as Seller and Existing Operator may approve (such approval not invasive to be unreasonably withheld, conditioned or delayed), and Seller and Existing Operator shall use commercially reasonable efforts to cause Manager to provide the Purchaser Parties with all such access. Seller and Existing Operator shall, and shall use commercially reasonable efforts to cause Manager to, furnish such additional financial and operating data and other information that is in nature; and their or Manager’s control or possession (iiior which is available thereto) as the Purchaser does not unreasonably interfere, as determined by Parties shall from time to time reasonably request. Seller, with Seller’s operation Existing Operator and Manager shall each be entitled to have a representative present during the entry by any of the Hotel Purchaser Parties onto the Property and in all meetings, calls or its guests at other contacts or communications with the Hotel or any tenants under any Leasestheir respective personnel. Purchaser shall order all third-party Inspections within five (5) Business Days and shall cause each of the Effective Date. other Purchaser may conduct the Inspections with its officersParties to) at all times (x) not cause damage, employeesloss, contractorsliability, consultantscost or expense to Seller, agents any Facility (or representatives (“Purchaser’s Inspectors”). Seller shall provide complete access to the Property for Purchaser’s Inspectors to perform the Inspections, subject to the rights any other portion of tenants and guests at the Property; provided) or any Resident or tenant of any Facility, howeverand (y) not unreasonably interfere with or disturb Manager’s operations or any Resident or tenant of the Facility. To the extent of any damage caused by Purchaser or any other Purchaser Party to any Facility or any other portion of the Property, Purchaser shall coordinate with indemnify Seller from and its agents to carry out any such Inspection so as to minimizeagainst, to and promptly reimburse Seller for, the greatest extent possible, interference with cost of restoration of (or at Seller’s business demand, promptly restore) such Facility to its condition immediately preceding Purchaser Parties’ entry onto the Property, and otherwise in shall keep the Property free and clear of any mechanic’s liens or materialmen’s liens arising as a manner reasonably acceptable to Sellerresult of such entry, inspections and investigations. Purchaser shall indemnify indemnify, defend, and hold Seller Seller, Existing Operator, Manager and their respective Affiliates harmless from for, from, and against any and all liensclaims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchaser Parties (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned, leased or otherwise used by Seller, Existing Operator, Manager or others (including claims or liabilities for loss of use of any property) resulting from the entry of any of the Purchaser Parties upon the Property pursuant to this Section 4.1.1, provided that (i) such obligation shall be subject in all respects to recoveries received by or available to Seller, Existing Operator and Manager pursuant to policies of casualty insurance maintained by them, it being the intent of the parties that such policies shall be the first source of recovery for any casualty event, and (ii) Purchaser’s indemnification obligations under this Section 4.1.1 expressly excludes (A) any damage, claims, causes liability, losses or expenses caused by Seller, Existing Operator, Manager, or any of actiontheir agents, damagesemployees or representatives, liabilities (B) the mere discovery of or existence of any pre-existing condition on the Property (including, without limitation, any pre-existing environmental contamination), and expenses (including reasonable attorneys’ fees C) and court costs actually incurred) arising out of consequential, punitive or special damages or lost profits. Purchaser’s Inspections or tests or other entry onto the Property by Purchaser or its employees, agents, representatives, contractors and lenders and shall maintain adequate insurance to cover the foregoing, which insurance shall name Seller as an insured party; provided, however, that the foregoing indemnity shall not apply to any conditions that are discovered on, under or about the Property by Purchaser or its employees, agents, representatives, contractors and lenders. This indemnity obligation set forth in this Section 4.1.1 shall survive the Closing or any earlier termination of this AgreementAgreement and Closing, and shall not be subject to the terms and limitations set forth in Article IX.

Inspection of the Property. Purchaser Buyer and its employees, representatives, consultants, contractors, subcontractors, and agents shall have the right and permission during the Contingency Period (as defined below) to perform such examinationsenter upon the Property or any part thereof at all reasonable times and after reasonable prior notice, testsand from time to time, investigations for the purpose, at Buyer’s own risk, cost and expense, of making all tests and/or studies of the Property (that the “Inspections”) as Purchaser reasonably deems advisable in its sole discretion provided that: (i) Purchaser gives Seller reasonable prior written notice; (ii) such investigations are not invasive in nature; Buyer may wish to undertake, including, without limitation, surveys, structural studies and (iii) Purchaser does not unreasonably interferereview of zoning, as determined by Sellerfire, with Seller’s operation of the Hotel or its guests at the Hotel or any tenants under any Leases. Purchaser shall order all third-party Inspections within five (5) Business Days of the Effective Date. Purchaser may conduct the Inspections with its officerssafety, employeesenvironmental, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”). Seller shall provide complete access to the Property for Purchaser’s Inspectors to perform the Inspections, subject to the rights of tenants and guests at the Property; provided, however, Purchaser shall coordinate with Seller and its agents to carry out any such Inspection so as to minimize, to the greatest extent possible, interference with Seller’s business and otherwise in a manner reasonably acceptable to Seller. Purchaser shall indemnify and hold Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs actually incurred) arising out of Purchaser’s Inspections or tests or other entry onto the Property by Purchaser or its employees, agents, representatives, contractors and lenders and shall maintain adequate insurance to cover the foregoing, which insurance shall name Seller as an insured partycompliance matters; provided, however, that Buyer shall defend, indemnify and hold harmless Seller from and against all liability, cost, damage and expense (including, but not limited to, attorneys’ fees) in connection with all claims, suits and actions of every name, kind and description made or brought against Seller, its officers, agents or employees by any person or entity as a result of or on account of actual or alleged bodily injury or property damage received or sustained, resulting from or caused by the foregoing indemnity negligent acts or omissions of Buyer, its officers, agents or employees, in exercising its rights under the right of entry granted herein. Seller shall permit Buyer and its agents, at Buyer’s sole expense, to enter the Property at reasonable times to conduct inspections concerning the Property and improvements, including, without limitation, the structural condition of improvements, Hazardous Substances (including Phase I and Phase II assessments), soils conditions, sensitive areas, and/or other matters affecting the feasibility of the Property for Buyer’s intended use. Buyer shall advise Seller of any entry on to the Property in advance. Buyer may take or have taken materials, soil, and water samples from the Property and test and analyze those samples to determine the extent of any presence of Hazardous Substances or other contamination in, on, or under the Property. Such testing and sampling shall be performed in a manner not apply disruptive to any conditions that are discovered on, under tenants or about to the Property by Purchaser operation of the Property. Buyer shall indemnify and hold harmless Seller from and against any construction or other liens or encumbrances arising out of or in connection with its employees, agents, representatives, contractors and lenders. This indemnity shall survive the Closing or any earlier termination exercise of this Agreementright of entry and shall cause any such liens or encumbrances to be promptly released.

Inspection of the Property. Purchaser (a) On reasonable notice by the Buyer, Seller shall provide the Buyer reasonable access to and the opportunity to review and inspect the Property; shall furnish to the Buyer such reports and compilations in Sellers possession pertaining thereto as the Buyer shall reasonably request from time to time; and shall furnish to the Buyer all such other information pertaining to the Property as the Buyer may reasonably request. In the course of such inspection, Buyer shall have the right right, at its own expense, to perform such examinations, tests, investigations conduct tests and studies of the Property (the “Inspections”) as Purchaser reasonably deems advisable in its sole discretion provided that: with respect to, without limitation, (i) Purchaser gives Seller reasonable prior written notice; lead-based paint, (ii) such investigations are not invasive in nature; and wood-destroying organisms, (iii) Purchaser does toxic mold, and (iv) hazardous wastes. Such activities that Buyer and Seller agree are likely to have a disruptive effect on Branch operations shall be conducted during non-business hours, and such activities that Buyer and Seller agree are not unreasonably interferelikely to have a disruptive effect on Branch operations may be conducted during normal business hours. (b) The Buyer will indemnify, as determined by Sellerdefend, with Seller’s operation of the Hotel or its guests at the Hotel or any tenants under any Leases. Purchaser shall order all third-party Inspections within five (5) Business Days of the Effective Date. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (“Purchaser’s Inspectors”). Seller shall provide complete access to the Property for Purchaser’s Inspectors to perform the Inspections, subject to the rights of tenants and guests at the Property; provided, however, Purchaser shall coordinate with Seller and its agents to carry out any such Inspection so as to minimize, to the greatest extent possible, interference with Seller’s business and otherwise in a manner reasonably acceptable to Seller. Purchaser shall indemnify and hold Seller harmless for, from and against any and all liens, claims, causes of action, damages, costs, liabilities and expenses losses (including reasonable attorneysmechanics’ fees and court costs actually incurredliens) arising out of Purchaser’s Inspections or tests or other any entry onto the Property by Purchaser Buyer or its employees, agents, representativesdesignees or representatives on the Branches property for purposes of the review, contractors inspection and lenders and shall maintain adequate insurance to cover installation provided for in this Section 2.8 or in the Branch Purchase Agreement, or for any other purpose. Without limiting the scope of the foregoing, which insurance shall name Seller as an insured party; providedBuyer also will restore the Furniture, howeverFixtures and Equipment, books, records, files, and documentation of the Branches at its sole cost and expense if the transactions contemplated by this Agreement do not close. Until restoration is complete, Buyer will take all steps necessary to ensure that the foregoing indemnity shall not apply to any conditions that are discovered onat the Branches created by any testing, under review, inspection, installation or about other actions performed by or for Buyer will not unreasonably interfere with the Property by Purchaser normal operation of the Branches or its employeescreate any dangerous, agentsunhealthy, representatives, contractors and lendersunsightly or noisy conditions at the Branches. This indemnity The provisions of this Section 2.8 shall survive the Closing or any earlier termination of this Agreement.

Inspection of the Property. Purchaser shall have the right to perform such examinationsBeginning on July 18, tests2018 and ending at 6:00 pm Eastern time on September 4, investigations and studies of the Property 2018 (the “InspectionsDue Diligence Period”) as ), Purchaser reasonably deems advisable in its sole discretion provided that: (i) Purchaser gives Seller reasonable prior written notice; (ii) such investigations are not invasive in nature; and (iii) Purchaser does not unreasonably interferePurchaser’s affiliates, as determined by Seller, with Seller’s operation of the Hotel or its guests at the Hotel or any tenants under any Leases. Purchaser shall order all third-party Inspections within five (5) Business Days of the Effective Date. Purchaser may conduct the Inspections with its officersengineers, employees, contractors, consultants, agents or and representatives (“Purchaser’s InspectorsAgents”) shall have the right (subject to the Inspection Cap) to undertake a due diligence review of 100% of the Property. Any and all diligence activities shall be governed by the Access Agreement, dated as of July 20, 2018, by and between Seller and Purchaser, as amended from time to time (the “Access Agreement”). During the Due Diligence Period, with prior written notice of no less than two (2) days to Seller, and at reasonable times, Purchaser shall also have the right to conduct inspections of the Property, including, without limitation, physical examinations, structural tests, due diligence investigations, and feasibility studies (collectively, the “Inspections”). Seller shall give Purchaser and Purchaser’s Agents reasonable access to relevant personnel during regular business hours and with reasonable prior written notice and shall provide complete access to all internal and external reports, books, records, contracts, data, documentation and any other information related to the Property in Seller’s possession or control. Seller shall provide access to all requested documentation and information in Seller’s possession or control in a timely manner. Seller shall provide interior access (on a one time basis) for Purchaser’s Inspectors up to perform fifteen percent (15%) of the Inspections, occupied Properties (the “Inspection Cap”). Seller and Purchaser shall confer promptly after the Effective Date to identify the Properties for which Seller will attempt to provide access. All Inspections shall be conducted in compliance with the Access Agreement and subject to the rights of all tenants in possession. Purchaser agrees that it shall not enter any homes currently leased to a tenant without a representative of the applicable Seller Entity being present, and guests at the Property; provided, however, Purchaser shall coordinate with Seller and its agents to carry out any such Inspection so as to minimize, only upon advance notice to the greatest extent possiblerespective tenant(s), interference with Seller’s business and otherwise in as required under the terms of the applicable Lease. Notwithstanding the foregoing, Seller reserves the right to have a manner reasonably acceptable to Seller. Purchaser shall indemnify and hold representative of Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs actually incurred) arising out of Purchaser’s Inspections or tests or other entry onto the Property by accompany Purchaser or its employeescontractors, agents, representativesemployees and the like, contractors and lenders and during any Inspection or the conduct of any other physical investigation of the Property. The parties hereto hereby agree that Closing shall maintain adequate insurance be conditioned upon Purchaser obtaining acceptable financing prior to cover the foregoing, which insurance shall name Seller as an insured party; provided, however, that expiration of the foregoing indemnity shall not apply to any conditions that are discovered on, under or about the Property by Purchaser or its employees, agents, representatives, contractors and lenders. This indemnity shall survive the Closing or any earlier termination of this AgreementDue Diligence Period.