Matters To Be Reviewed. Buyer's obligation to close the purchase of the Property and to pay the Purchase Price shall be subject to and conditioned upon Buyer's complete satisfaction with all of the following items, each of which Buyer shall have the right to review and approve or disapprove in Buyer's sole and absolute discretion during the Due Diligence Period:
Matters To Be Reviewed. Buyer shall have until the expiration of the Due Diligence Period to satisfy itself as to any and all aspects of the Real Property and the transaction contemplated by this Agreement including, but not limited to, the following matters:
9.1.1 the physical condition of the Real Property, including without limitation:
9.1.1.1 soils and seismic conditions (including hydrological, geological and topographical conditions),
9.1.1.2 the suitability for connection, availability and use of adequate utilities and public access,
9.1.1.3 the status and nature of any existing or proposed assessment districts and the amount of any assessment liability,
9.1.1.4 the character and amount of any fee or charge which may be imposed in connection with the development of the Real Property, and
9.1.1.5 compliance of the Real Property with all applicable laws, including any Environmental Laws, as well as any other laws, statutes, ordinances or regulations pertaining to hazardous waste, hazardous materials, hazardous substances, toxic materials, toxic substances (collectively, “Hazardous Substances”), health, industrial hygiene, or the environment;
9.1.1.6 applicable government ordinances, rules and regulations and evidence of compliance therewith including, without limitation, zoning and building regulations;
9.1.1.7 all private restrictions applicable to the Real Property including, without limitation, declarations of covenants, conditions and restrictions, easement and operating agreements, and architectural and development restrictions;
9.1.1.8 all licenses, permits, subdivision conditions, improvement agreements, bonds, development agreements, and any and all other governmental approvals and/or authorizations relating to the Real Property;
9.1.1.9 leases, agreements, contracts, documents, instruments, reports, surveys, and books and records relating to the Real Property;
9.1.1.10 a satisfactory survey made by a licensed surveyor selected and paid for by Buyer (the “Survey”); and
9.1.1.11 any and all other matters concerning the current and future use, feasibility or value, or governmental permissions or entitlements pertaining to the Real Property, or any other matter or circumstances relevant to Buyer in its sole discretion concerning the Real Property and its marketability. Seller will allow Buyer and/or its agents and consultants access to the Real Property from and after the Effective Date of this Agreement to perform any and all investigations and inspections desired by B...
Matters To Be Reviewed. During the Due Diligence Period, Buyer may conduct any and all inspections it deems appropriate, subject to the limitations set forth in Paragraphs 20 and 16 below. If Buyer does not terminate the Agreement prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have approved the following matters within the Due Diligence Period:
(a) the physical condition of the Property, including without limitation:
(i) soil, seismic, hydrological, geological and topographical conditions,
(ii) the availability of adequate utilities and public access,
(iii) the status and nature of any existing or proposed assessment districts and the amount of any assessment liability,
(iv) the character and amount of any fee or charge which may be imposed in connection with the development of the Property,
(v) whether or not the Property is located in a Special Flood Hazard Area,
(vi) the status of the Property with respect to asbestos and other hazardous and toxic materials,
(vii) all matters disclosed by the Environmental Report, and
(viii) compliance of the Property with all applicable laws, including Environmental Laws (defined below). Seller will allow Buyer and/or its agents access to the Property to perform any and all investigations and inspections desired by Buyer (provided that any entry will be subject to the provisions of Paragraph 20 and any Environmental Audit (defined below) will be subject to the provisions of Paragraph 16);
(b) applicable government ordinances, rules and regulations and evidence of compliance therewith, including without limitation zoning and building regulations;
(c) all private restrictions applicable to the Property, including without limitation, declarations of covenants, conditions and restrictions, reciprocal easement and operating agreements, architectural restrictions and owners' association governing documents;
(d) all licenses, permits, subdivision maps and conditions, improvement agreements, bonds, development agreements, and any and all other governmental approvals and/or authorizations relating to the Property;
(e) leases, agreements, contracts, documents, instruments, reports, surveys, books and records relating to the Property; and (f) any and all other matters concerning the current and future use, feasibility or value, or governmental permissions or entitlements pertaining to the Property, or any other matter or circumstance relevant to Buyer in its discretion concerning the Property and its marketability.
Matters To Be Reviewed. Buyer must complete its Due Diligence Investigation and approve of the same within the Due Diligence Period. Seller will allow Buyer and/or its agents reasonable access to the Property during normal business hours to perform any and all investigations and inspections desired by Buyer, upon 48 hours advance request made by Buyer; provided, however, Buyer shall not conduct any invasive testing such as Phase 2 environmental testing, and obtaining and testing core samples of the Improvements except with the prior written consent of Seller, which consent shall not be unreasonably withheld. Any request by Buyer to conduct invasive testing shall be accompanied by a detailed report identifying the agents to be engaged, the testing to be conducted and the purposes to be served by the testing. Following any such entry, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry, including the recompaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, demands, losses, costs, expenses (including reasonable attorney’s fees), damages or recoveries, including those for injury to person or property, arising out of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith. Buyer’s obligations under this Paragraph 9.
1.1 to pay its own investigative costs, restore the Property and indemnify Seller from and against the same shall survive any termination of this Agreement. To the extent Seller is in actual possession of any reports or studies concerning the Property, Seller shall make its files available for Buyer’s inspection at Seller’s office located at 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000 within three (3) business days following the Effective Date and will promptly provide copies of any items requested by Buyer. Buyer may, at any time prior to the conclusion of the Due Diligence Period terminate the transaction contemplated by this Agreement and shall have no further liability with respect thereto and shall be entitled to the return of the Deposit together with interest accrued thereon. Any su...
Matters To Be Reviewed. Buyer's obligation to close the purchase of the Additional Properties and to pay the Hillside Purchase Price and/or applicable Westlake Purchase Price, as applicable, shall be subject to and conditioned upon (i) Buyer's approval of any new leases, and (ii) Buyer's complete satisfaction with the construction of the applicable Project in accordance with Paragraph 8 of this Amendment and all of the following items, each of which Buyer shall have the right to review and approve or disapprove in Buyer's sole and absolute discretion.
Matters To Be Reviewed. Purchaser shall complete its due diligence review and approval of the environmental condition of the Real Estate within thirty (30) days of the date of this Agreement (the “Due Diligence Period”). Purchaser’s due diligence shall be limited to the environmental condition of the Real Estate including a Phase I environmental site assessment and, if indicated, a Phase II environmental site assessment, each performed by a licensed environmental consultant selected and paid for by Purchaser, and in accordance with the applicable ASTM Standards.
Matters To Be Reviewed. The parties agree to review the matters set out in Schedule G, in good faith and in a timely manner and for this purpose, a working party shall be established consisting of representatives of each of the parties.
Matters To Be Reviewed. 13 ---------------------- 4.2 Delivery of Copies;............................................ 13 ------------------- 4.3 Title and Title Commitment..................................... 17 --------------------------
Matters To Be Reviewed. Buyer shall have the right to undertake ---------------------- investigations and studies of all aspects of the Property , including, without limitation, the right to physically inspect the Hotel, to conduct soil tests, environmental tests and inspections, and other tests and inspections (so long as such tests and inspections do not unreasonably interfere with the use and occupancy of the Hotel by Seller, by guests or patrons of the Hotel, or by tenants), and to examine any books, records and other financial information pertaining to the Hotel, to evaluate the Hotel and the matters described herein.
Matters To Be Reviewed
