Inspections and Studies. Buyer has completed any and all inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other government regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic, environmental contamination and geologic reports) with respect to the Project (including all structural and mechanical systems and leased areas) as Buyer may elect to make or obtain and has approved the results of the same. The cost of any such inspections, tests and studies shall be borne by Buyer. Notwithstanding the foregoing, from and after the Opening of Escrow, Buyer and Buyer’s representatives, agents and designees shall have the right, subject to the rights of the ground lessor under the Ground Sublease and the tenant under the Saatchi Lease, to enter upon the Property, at Buyer’s sole cost and expense, for any purpose in connection with its proposed purchase, development or operation of the Property. Buyer shall be entitled to communicate directly with the Authorities in connection with Buyer’s proposed purchase, development or operation of the Property. The exercise by Buyer of any of the preceding or any other act of Buyer shall not negate any representation, warranty or covenant of Seller or modify any of Buyer’s rights or Seller’s obligations in the event of any breach by Seller of any of its representations, warranties or covenants under this Agreement. Buyer hereby indemnifies Seller from any and all personal injury or damage to tangible personal property and mechanics’ liens to the extent caused by such entry by Buyer or its agents, designees or representatives; provided, however, the foregoing indemnity shall not apply with respect to any claims arising out of any preexisting conditions or any acts or omissions of Seller, its officers, directors, shareholders, agents or employees.
Inspections and Studies. Buyer will have until 6:00 p.m. (California time) on the expiration of the Due Diligence Period to conduct (as applicable) and review and approve the Tenant Estoppels, the schedules of personal property to be attached as Schedule 1 and Schedule 2 to the Bill of Sale, and xxx and all inspections, investigations, tests, studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the Property and/or the operation and financial condition of the Property, including, without limitation, financial analyses of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the Property's compliance with Governmental Regulations. Subject to Section 6.4, Buyer and Buyer's representatives, agents and designees will have the right to enter the Property at all reasonable times, upon reasonable oral notice to perform all such investigations of the Property, and to conduct interviews with (i) tenants of the Property, (ii) property management personnel of Seller, and (iii) such other parties as Buyer may deem appropriate in its sole discretion. Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within two (2) days (unless indicated otherwise below) following the date this Agreement is executed and delivered by Buyer and Seller, a copy of all information in Seller's possession or control which is reasonably related to the Property, plus the following items:
9.1.2.1 To the extent in Seller's possession, an ALTA "as-built" survey of the Real Property prepared by a licensed surveyor;
9.1.2.2 The Leases and all modifications or amendments and guaranties relating thereto; any inspection report recently performed at the Property of certain building systems (including sprinklers, standpipe and emergency lights); all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all contracts (including the Service Contracts), agreements and management agreements; all "operating statements" for the last three (3) calendar years for the Property and a year-to-date operating statement for the calendar year 1998, a balance sheet dated no earlier than December 31, 1997; an income statement for the last two (2) calendar years and a year-to-date income statement for the calendar year 199...
Inspections and Studies. By the end of the Due Diligence Period, Buyer must obtain and approve the results of any and all inspections, investigations, tests and studies as Buyer may have elected to make or obtain within the Due Diligence Period including, without limitation, soils testing; environmental and wetlands assessment; adequate ingress and egress; availability and use of utilities adequate for Buyer’s purposes; feasibility, including but not limited to, financial feasibility and of using and developing the Real Property for Buyer’s purposes; the management of storm water; review of Sellers’ documents described in Section 9.2 below; zoning and related development requirements; permitting; variances; development agreements; and all other approvals necessary and satisfactory to Buyer. Buyer must notify Seller in writing delivered to Seller prior to the expiration of the Due Diligence Period if it disapproves of any such results. Buyer will pay for all such inspections, tests and studies.
Inspections and Studies. On or before forty-five (45) days after the date of this Agreement (the "CONTINGENCY DATE"), Buyer shall have approved or disapproved, in Buyer's sole discretion, the results of its reviews of (A) any and all inspections, investigations, tests and studies with respect to the Property, including investigations with regard to zoning, building codes, governmental regulations, building inspections, engineering tests, soils, seismic and geologic reports, and environmental reports, and (B) all Leases, Contracts, Operating Agreements, the Existing Encumbrance and all other agreements, books, records and the like delivered to Buyer or made available to it hereunder (collectively, the "DOCUMENTS"). Should Buyer disapprove of any such inspections, studies or Documents, Buyer shall give Seller written notice thereof ("BUYER'S INSPECTION NOTICE") prior to the Contingency Date specifying in reasonable detail the reasons for Xxxxx's disapproval. Buyer acknowledges having previously reviewed and approved the economic feasibility of this transaction on the basis of the information and material which Seller or its broker made available to Buyer prior to the date of this Agreement. Additionally, Xxxxx has previously reviewed the physical inspection report on the Property dated November 21, 1995 prepared by Interactive Resources for Beneficiary and Xxxxxx's response letter to Beneficiary dated December 4, 1995 (collectively, the "INSPECTION REPORT") and has considered the items referenced therein in its underwriting of this transaction prior to the date of this Agreement; provided, however and notwithstanding the foregoing, Buyer shall have the right in its sole discretion to approve or disapprove all matters to be reviewed hereunder. The failure of Buyer to deliver to Seller a Buyer's Inspection Notice on or before the Contingency Date shall be deemed Buyer's approval of the Property and of all such inspections and studies and Documents with respect to the Property. If Buyer delivers to Seller Buyer's Inspection Notice on or before the Contingency Date, Seller shall, within five (5) days after its receipt of the Buyer's Inspection Notice, give Buyer written notice ("SELLER'S INSPECTION NOTICE") of Seller's election to (i) exercise Seller's good faith efforts to remedy the disapproved matter(s) prior to the Closing Date, (ii) take no action with respect to the disapproved matter(s) or (iii) if the estimated cost to remedy the disapproved matter(s) (taken together) is mutuall...
Inspections and Studies. The "Contingency Period" shall be 30 days and not 15 days.
Inspections and Studies. During the Contingency Period, or as extended:
(A) Buyer shall have the right to conduct any and all inspection and evaluations of the Property to Buyer’s satisfaction, including a Phase I and Phase II environmental study of the Property; and
(B) Buyer shall have determined that the Property is clean of contamination, toxic and/or hazardous materials, to Buyer’s satisfaction. In the event that a Phase II environmental survey is required and finds that remediation is necessary, Buyer may cancel this Agreement at any time prior to the expiration of the Contingency Period (as it may be extended). In the event of such cancellation, Buyer shall be entitled to a refund of the Deposit less the Earned Amount. Seller shall not be obligated to perform or bear the financial burden of any remediation work should any such work be required; Xxxxx’s only remedy if remediation is required is the right to cancel this Agreement with a refund of the Deposit less the Earned Amount.
Inspections and Studies. During the Contingency Period, (i) Buyer shall have the right to conduct any and all inspection and evaluations of the Property to Buyer’s satisfaction; and (ii) Buyer shall have determined that the Property is clean of contamination, toxic and/or hazardous materials, to Buyer’s satisfaction. In the event that inspection finds that remediation is necessary, Buyer may cancel this Agreement at any time prior to the expiration of the Contingency Period. Seller shall not be obligated to perform or bear the financial burden of any remediation work. DRAFT
Inspections and Studies. On or before the Contingency Date (the “Due Diligence Period”), Buyer shall have approved the results of any and all inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other Governmental Regulations, economic feasibility studies, market studies, environmental risk assessment studies and testing, appraisals, soils, seismic and geological reports) with respect to the Property, and approvals (including without limitation development agreements, site plan reviews, short plats, boundary line adjustments, planning approvals, grading permits, preliminary analysis and determination of utility services available to the Property, SWAPCA approval, obtaining and acceptable mitigated determination of non- significance, concurrency approvals) subject to the limitations of Section 24(r), as Buyer may elect to make or obtain as Buyer deems necessary or desirable, in its sole discretion. The cost of any such inspections, tests, studies and approvals shall be borne by Xxxxx. Notwithstanding the above, it is understood and expressly agreed to by the parties that no development agreements shall be executed, short plats approved, boundary line adjustments agreed to, or permits issued prior to the Close of Escrow.
Inspections and Studies. On or before the ----------------------- Contingency Date, Buyer shall have approved the results of any and all inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other government regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic, environmental contamination and geologic reports) with respect to the Project (including all structural and mechanical systems and leased areas) as Buyer may elect to make or obtain. The failure of Buyer to disapprove said results on or prior to the Contingency Date shall be deemed to constitute its approval of the results. The cost of any such inspections, tests and studies shall be borne by Buyer.
Inspections and Studies. Buyer shall have until the end of the Due Diligence Period in which to make any and all inspections, investigations, tests and studies as Buyer elects to make or obtain. If, within such Due Diligence Period, Buyer determines in its sole discretion that it does not desire to close the transaction contemplated in this Agreement, Buyer may give notice of such fact to Seller and Escrow Agent. In that event, this Agreement shall immediately terminate without further liability on the part of Buyer or Seller and any funds deposited by Buyer in Escrow (together with all interest earned thereon) shall be immediately returned to Buyer by the Escrow Agent. If Xxxxx fails to timely advise Seller prior to the end of the Due Diligence Period, then Buyer will be deemed to have accepted the condition of the Property and all other matters relating to the Property as referenced in this Agreement. Buyer will pay for all inspections, tests and studies conducted during the Due Diligence Period. If this Agreement is terminated without Closing, upon request by Seller, Buyer will give copies at Seller’s expense of all third party inspections, investigations, tests or studies to Seller, provided that Buyer will not be deemed to make any representations or warranties to Seller with respect to the contents thereof.
