Common use of Ongoing Site Visits Clause in Contracts

Ongoing Site Visits. Cedar and its employees, agents, contractors, consultants and representatives ("Consultants") shall have reasonable access to the Property on at least one (1) Business Day's (as that term is hereinafter defined) prior notice to Owners (which notice may be delivered by telephone to Xxxxx Xxxxxxxx of Tower Investments, Inc. at (215) 467-4600), during reasonable times as mutually agreed upon by Owners and Cedar solely for the purpose of (i) inspecting the physical and structural condition of the Property and conducting non-intrusive physical inspections and tests (non-intrusive physical inspections and tests shall include, for example, taking de minimis samples of building materials), and (ii) monitoring the ongoing operations of the Property (including, without limitation, the performance by Tenants of their respective obligations under the Leases). If Cedar desires to conduct any intrusive physical inspections and tests, including a Phase II environmental inspection of the Property, Cedar shall identify in writing the procedures Cedar desires to perform and request Owner's consent. If Owners object to the inspections and tests requested by Cedar, Owners shall describe the basis for their objection to Cedar and propose to Cedar a reasonable alternative for resolving the issue giving rise to Cedar's request for intrusive physical inspections or tests. If Owners consent to the inspections and tests requested by Cedar, Cedar and Consultants shall, in performing intrusive physical inspections or tests, (a) comply with any and all statutes, laws, ordinances, rules and regulations applicable to the Property, and (b) restore the Property to the condition, in all material respects, in which the same was found before inspection or testing was undertaken, but in no event later than two (2) Business Days after such inspection or testing occurs.

Ongoing Site Visits. Cedar Buyer and its employees, agents, contractors, consultants and representatives ("Consultants") shall have reasonable access to the Property Premises on at least one (1) Business Day's (as that term is hereinafter defined) prior notice to Owners Seller (which notice may be delivered by telephone to Xxxxx Xxxxxxxx of Tower Investments, Inc. Roger Calarese at (215508) 467528-46003700), during reasonable times as mutually agreed upon mutualxx xxxxxx xxxx by Owners and Cedar Xxxxxx xxx Xxxer solely for the purpose of (i) inspecting the physical and structural condition of the Property Premises and conducting non-intrusive physical inspections and tests (non-intrusive physical inspections and tests shall include, for example, taking de minimis samples of building materials), and (ii) monitoring the ongoing operations of the Property Premises (including, without limitation, the performance by Tenants of their respective obligations under the Leases). If Cedar Buyer desires to conduct any intrusive physical inspections and tests, including a Phase II environmental inspection of the PropertyPremises, Cedar then Buyer shall identify in writing the procedures Cedar Buyer desires to perform and request OwnerSeller's consent. If Owners object Seller objects to the inspections and tests requested by CedarBuyer, Owners then Seller shall describe the basis for their its objection to Cedar Buyer and propose to Cedar Buyer a reasonable alternative for resolving the issue giving rise to CedarBuyer's request for intrusive physical inspections or tests. If Owners consent Seller consents to the inspections and tests requested by CedarBuyer, Cedar then Buyer and Consultants shall, in performing intrusive physical inspections or tests, (a) comply with any and all statutes, laws, ordinances, rules and regulations applicable to the PropertyPremises, and (b) restore the Property Premises to the condition, in all material respects, in which the same was found before inspection or testing was undertaken, but in no event later than two ten (210) Business Days after such inspection or testing occurs, and (c) carry and provide to Seller evidence of such insurance as Seller may reasonably request.

Ongoing Site Visits. Cedar and its employees, agents, contractors, consultants and representatives ("Consultants") shall have reasonable access to the Property on at least one (1) Business Day's (as that term is hereinafter defined) prior notice to Owners (which notice may be delivered by telephone to Xxxxx Xxxxxxxx of Tower Investments, Inc. at (215) 467-4600), during reasonable times as mutually agreed upon by Owners and Cedar solely for the purpose of (i) inspecting the physical and structural condition of the Property and conducting non-intrusive physical inspections and tests (non-intrusive physical inspections and tests shall include, for example, taking de minimis samples of building materials), and (ii) monitoring the ongoing operations of the Property (including, without limitation, the performance by Tenants of their respective obligations under the Leases). If Cedar desires to conduct any intrusive physical inspections and tests, including a Phase II environmental inspection of the Property, Cedar shall identify in writing the procedures Cedar desires to perform and request Owner's consent. If Owners object to the inspections and tests requested by Cedar, Owners shall describe the basis for their objection to Cedar and propose to Cedar a reasonable alternative for resolving the issue giving rise to Cedar's request for intrusive physical inspections or tests. If Owners consent to the inspections and tests requested by Cedar, Cedar and Consultants shall, in performing intrusive physical inspections or tests, (a) comply with any and all statutes, laws, ordinances, rules and regulations applicable to the Property, and (b) restore the Property to the condition, in all material respects, in which the same was found before inspection or testing was undertaken, but in no event later than two ten (210) Business Days after such inspection or testing occurs.

Ongoing Site Visits. Cedar and its employees, agents, contractors, consultants and representatives ("Consultants") shall have reasonable access to the Property on at least one (1) Business Day's (as that term is hereinafter defined) prior notice to Owners (which notice may be delivered by telephone to Xxxxx Xxxxxxxx Brian Friedman of Tower Investments, Inc. at (215) 467-4600), during reasonable times xxxxxxxxxx xxmes as mutually agreed upon by Owners and Cedar Xxxxxx xxx Xxxar solely for the purpose of (i) inspecting the physical and structural condition of the Property and conducting non-intrusive physical inspections and tests (non-intrusive physical inspections and tests shall include, for example, taking de minimis samples of building materials), and (ii) monitoring the ongoing operations of the Property (including, without limitation, the performance by Tenants of their respective obligations under the Leases). If Cedar desires to conduct any intrusive physical inspections and tests, including a Phase II environmental inspection of the Property, Cedar shall identify in writing the procedures Cedar desires to perform and request Owner's consent. If Owners object to the inspections and tests requested by Cedar, Owners shall describe the basis for their objection to Cedar and propose to Cedar a reasonable alternative for resolving the issue giving rise to Cedar's request for intrusive physical inspections or tests. If Owners consent to the inspections and tests requested by Cedar, Cedar and Consultants shall, in performing intrusive physical inspections or tests, (a) comply with any and all statutes, laws, ordinances, rules and regulations applicable to the Property, and (b) restore the Property to the condition, in all material respects, in which the same was found before inspection or testing was undertaken, but in no event later than two (2) Business Days after such inspection or testing occurs.

Ongoing Site Visits. Cedar (a) Purchaser and its employees, agents, contractors, consultants and representatives ("the “Consultants"”) shall will have reasonable access to the Property Properties on at least one (1) Business Day's (as that term is hereinafter defined) ’s prior notice to Owners Seller (which notice may be delivered by telephone to Xxxxx Xxxxxxx Xxxxxxxx of Tower Investments, Inc. at (215(212) 467869-46003000 ext. 3306), but, regardless of the manner in which delivered, such delivery must occur before 1:00 p.m. New York time on the Business Day prior to the day upon which access is desired) during reasonable times as mutually agreed upon by Owners Seller and Cedar Purchaser solely for the purpose of (i) inspecting the physical and structural condition of the Property Properties and conducting non-intrusive physical inspections and tests (non-physically intrusive physical inspections and tests shall include, for example, taking not mean activities that to a de minimis samples extent may cause a restoration obligation under this Agreement or involve taking minor sampling of building materialsmaterials and the roofs and sampling for asbestos), and (ii) monitoring the ongoing operations of the Property Properties (including, without limitation, the Tenants’ performance by Tenants of their respective obligations under the their Leases); provided, however, that such monitoring will not unreasonably disrupt or disturb (x) the ongoing operation of the Properties; (y) any services to the Properties; or (z) the quiet possession of any Tenants under Leases. If Cedar Seller will make reasonable efforts to have an agent available to accompany Purchaser or any Consultants, and in all events Seller shall have the right to have a representative present during any such visits or inspections to any Property; provided, however, that if Seller elects not to have a representative present during any such visits or inspections to the Properties, Purchaser may nonetheless access the Properties in accordance with the terms of this Section 3.2 and the other terms of this Agreement. Purchaser may request any and all publicly available information about the Properties from Governmental Entities but will not disclose to any Governmental Entity the results of any Due Diligence conducted, or any matter observed during Purchaser’s on-site visits and/or monitoring either before or after the date hereof, at any Property without Seller’s prior written consent, except to the extent required by Law. From and after the date hereof, if Purchaser desires to conduct any physically intrusive physical inspections Due Diligence, such as sampling of soils, other media, building materials, or the like, Purchaser will identify in writing what procedures Purchaser desires to perform and testsrequest Seller’s express written consent. Seller may withhold or condition consent to any physically intrusive Due Diligence in Seller’s sole and absolute discretion (other than with respect to roof samples and core samples of the asphalt on parking lots for which Seller’s approval shall not be unreasonably withheld or delayed), including a and in no event will Purchaser be permitted to perform any Phase II environmental inspection of the any Property, Cedar shall identify in writing . If Seller objects to the procedures Cedar desires to perform and request Owner's consent. If Owners object to the inspections and tests requested by CedarPurchaser, Owners shall Seller will describe the basis for their its objection to Cedar Purchaser and may (but will not be obligated to) propose to Cedar Purchaser a reasonable alternative for resolving the issue giving rise to Cedar's the request for intrusive physical inspections or testsDue Diligence. If Owners consent to the inspections Upon receipt of Seller’s written consent, if granted, Purchaser and tests requested by Cedar, Cedar and all Consultants shall, in performing intrusive physical inspections or teststhe Due Diligence, (a) comply with the agreed upon procedures and with any and all statutes, laws, ordinances, rules and regulations Laws applicable to the PropertyProperties and will not engage in any activities that would violate any Licenses and Permits or Laws in any material respect. Purchaser and any Consultants will (i) promptly pay when due the reasonable third-party costs of all entry and inspections and examinations done with regard to the Properties and (ii) promptly restore the Properties to the condition, in all material respects, in which the same were found before any such entry upon the Properties and inspection or examination was undertaken. (b) If, and to the extent that, as a result of (i) Purchaser’s ongoing investigations concerning the physical condition of the Properties (or any of them), the parties agree in good faith that capital improvements or repairs of a capital nature are required by Law, or (ii) emergency conditions that create a risk of injury to persons or material damage to property, then (y) Seller shall make such capital improvements and/or perform such repairs and (z) at Closing (or upon the termination of this Agreement, in the event that such termination is caused by a default by Purchaser), Purchaser shall reimburse Seller for the cost thereof, provided that Purchaser has requested that Seller make such capital improvements and/or repairs. Each of Seller and Purchaser shall have the right to approve the plans, specifications and contractual arrangements with respect to any such capital improvements and/or repairs, which approval shall not be unreasonably withheld, conditioned or delayed. This Section 3.2(b) shall survive the Closing. (c) Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of this Section 3.2(c), Purchaser shall have the right to conduct invasive testing with respect to the structural integrity of the improvements located on the Property in Osage Beach, Missouri. Any such invasive testing will not unreasonably disrupt or disturb (x) the ongoing operation of the Property; (y) any services to the Property; or (z) the quiet possession of any Tenants under Leases. Seller will make reasonable efforts to have an agent available to accompany Purchaser or any Consultants, and in all events Seller shall have the right to have a representative present during any such visits or inspections to any Property; provided, however, that if Seller elects not to have a representative present during any such visits or inspections to the Properties, Purchaser may nonetheless conduct such invasive testing in accordance with the terms of this Section 3.2(c) and the other terms of this Agreement. Purchaser will identify in writing what procedures Purchaser desires to perform at the Property and Purchaser and all Consultants shall, in performing the such procedures, comply with the agreed upon procedures and with any and all Laws applicable to the Property and will not engage in any activities that would violate any Licenses and Permits or Laws in any material respect. Purchaser and any Consultants will (i) promptly pay when due the reasonable third-party costs of all invasive testing done with regard to the Property and (ii) promptly restore the Property to the condition, in all material respects, in which the same was found before inspection or any such invasive testing was undertaken. (d) Purchaser may communicate or conduct interviews with any employee of Seller and/or any employees of any Tenant (with respect both to employees located at the respective Properties and those located at the respective Tenant’s corporate offices) without the requirement of having received the prior consent of Seller; provided, but in no event later than two however, that, with respect to interviews of any individuals employed on site at any of the Properties by a Tenant, Purchaser shall notify Seller (2which notice may be delivered by telephone to Xxxxxxx Xxxxxxxx ((212) 869-3000 ext. 3306)) at least one (1) Business Days after Day in advance of any such inspection interviews. With respect to interviews occurring at any of the Properties, any such interviews shall not unreasonably disrupt or testing occursdisturb (i) the on-going operation of the Properties or Seller, (ii) any services to the Properties, or (iii) the quiet possession of any Tenants under the Leases. Seller will have the right to have a representative of Seller present at all times during any interviews with any employee of Seller or, with respect to interviews occurring at any of the Properties, during any such interviews of any Tenant’s employees. (e) The results of Purchaser’s ongoing Due Diligence with respect to the Properties shall not, except as expressly provided in Section 3.4, entitle Purchaser to (i) terminate this Agreement or (ii) any reduction in, abatement of or credit against the Purchase Price. However, the foregoing sentence shall not limit, affect or otherwise impair Purchaser’s rights and remedies under this Agreement with respect to any breaches by Seller of its representations, warranties, covenants and/or other obligations hereunder.

Ongoing Site Visits. Cedar and its employees, agents, contractors, consultants and representatives ("Consultants") shall have reasonable access to the Property on at least one (1) Business Day's (as that term is hereinafter defined) prior notice to Owners (which notice may be delivered by telephone to Xxxxx Xxxxxxxx Brian Friedman of Tower Investments, Inc. at (215) 467-4600), during reasonable times xxxxxxxxxx xxmes as mutually agreed upon by Owners and Cedar Xxxxxx xxx Xxxar solely for the purpose of (i) inspecting the physical and structural condition of the Property and conducting non-intrusive physical inspections and tests (non-intrusive physical inspections and tests shall include, for example, taking de minimis samples of building materials), and (ii) monitoring the ongoing operations of the Property (including, without limitation, the performance by Tenants of their respective obligations under the Leases). If Cedar desires to conduct any intrusive physical inspections and tests, including a Phase II environmental inspection of the Property, Cedar shall identify in writing the procedures Cedar desires to perform and request Owner's consent. If Owners object to the inspections and tests requested by Cedar, Owners shall describe the basis for their objection to Cedar and propose to Cedar a reasonable alternative for resolving the issue giving rise to Cedar's request for intrusive physical inspections or tests. If Owners consent to the inspections and tests requested by Cedar, Cedar and Consultants shall, in performing intrusive physical inspections or tests, (a) comply with any and all statutes, laws, ordinances, rules and regulations applicable to the Property, and (b) restore the Property to the condition, in all material respects, in which the same was found before inspection or testing was undertaken, but in no event later than two ten (210) Business Days after such inspection or testing occurs.