Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental
(1) commercial general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury or death and property damage insurance including coverage for contractual liability and personal and advertising injury with respect to Purchaser’s obligations hereunder, and (2) workers’ compensation and employers’ liability insurance with limits of at least $100,000 each accident, $100,000 each employee and $500,000 policy limit, all covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance, except for workers’ compensation and employers’ liability, shall (A) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate and (B) be written by a reputable insurance company having a rating of at least “A+:VII” by Best’s Rating Guide (or a comparable rating by a successor rating service), and (C) otherwise be subject to Seller’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (c) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. The requirement to carry the insurance specified in the preceding sentence may be satisfied through blanket or umbrella insurance policies carried by Purchaser or its affiliates. Purchaser shall bear the cost of all such inspections or tests and shall be responsible for and act as the generator with respect to any wastes generated by those tests, which obligation shall survive the termination of this Agreement. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may communicate with any Seller-designated tenant representative; provided, however, Purchaser must contact Seller at least three (3) full Business Days in advance by telephone to inform Seller of Purchaser’s intended communication with any Seller-designated ten...
Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, Purchaser and Purchaser's representatives shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that (i) Purchaser must give Seller twenty-four (24) hours' prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller's prior written consent (which consent shall not be unreasonably withheld), (ii) prior to performing any inspection or test, upon request by Seller, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place reasonable amounts of comprehensive general liability insurance and workers compensation insurance for its activities on the Property in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller as an additional insured thereunder, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser's responsibilities set forth in Section 4.11 below. Purchaser shall bear the cost of all such inspections or tests and shall be responsible for and act as the generator with respect to any wastes generated by those tests. Subject to the provisions of Section 4.7
Physical Due Diligence. In addition to the obligations under section 6.3.1, Corel will afford Vector and Vector's Representatives full and complete access during normal business hours to (1) any of the Corel Premises in order for Vector to conduct or cause to be conducted physical due diligence on the property and facilities of Corel and its Subsidiaries solely for the purpose of confirming the accuracy of the representations and warranties contained in this Agreement, and (2) the personnel and management of Corel and its Subsidiaries to whom access is reasonably required in connection with the physical due diligence referred to in (1).
Physical Due Diligence. During the Negotiating Period the Developer shall conduct physical due diligence of the Site to determine its suitability for the Project (“Due Diligence Investigations”).
(a) The City licenses the Developer to enter the Site for the sole purpose of conducting the Due Diligence Investigations, subject to all of the terms and conditions of this Agreement. The license given in this Section 2.4 shall terminate with the termination of this Agreement. Any Due Diligence Investigations by the Developer shall not unreasonably disrupt any then-existing use or occupancy of the Site. The Developer shall provide the City with at least forty-eight (48) hours advance written notice of the Developer’s intent to enter the Site.
(b) The Developer shall not conduct any intrusive or destructive testing on any portion of the Site, other than low volume soil samples or other testing required to prepare necessary environmental documents for the development of the Project, without the City’s prior written consent, which shall not be unreasonably withheld or delayed. Subject to reimbursement as provided in Section 1.4 the Developer shall pay all of the Developer’s vendors, inspectors, surveyors, consultants or agents engaged in any inspection or testing of the Site, such that no mechanics liens or similar liens for work performed are imposed upon the Site by any third party employed or contracted by the Developer (individually, a “Developer Party,” and collectively, “Developer Parties”).
(c) Prior to any entry on the Site by the Developer, the Developer shall secure and maintain (i) Liability Insurance (defined below) that will cover the activities of the Developer and the Developer Parties on the Site and shall name the Authority and the City as additional insureds thereunder, and (ii) workers’ compensation insurance. Not less than twenty-four (24) hours prior to entering the Site, the Developer shall provide a certificate of insurance to the City evidencing the insurance required herein.
Physical Due Diligence. 8.4.1. In addition to the obligations under section 8.3.1, Co-Steel will afford Gerdau, any of the Gerdau Companies and their affiliates and Gerdau's Representatives full and complete access, whether during normal business hours or not, from the date hereof and until the earlier of 10 days after the date hereof or the termination of this agreement, to (i) any of the properties and plants of Co-Steel or its Subsidiaries in order for Gerdau to conduct or cause to be conducted physical due diligence (including environmental testing) on the property and plants of Co-Steel and its Subsidiaries solely for the purpose of confirming the accuracy of the representations and warranties contained in this agreement and other information provided by Co-Steel prior to the date hereof, and (ii) any of the personnel and management of Co-Steel and its Subsidiaries to whom access is reasonably required in connection with the physical due diligence referred to in (i).
8.4.2. In addition to the obligations under section 8.3.1, Gerdau will afford Co-Steel, any of its Material Subsidiaries and their affiliates and Co-Steel's Representatives full and complete access, whether during normal business hours or not, from the date hereof and until the earlier of 10 days after the date hereof or the termination of this agreement, to (i) any of the properties and plants of the Gerdau Companies in order for Co-Steel to conduct or cause to be conducted physical due diligence (including environmental testing) on the property and plants of the Gerdau Companies solely for the purpose of confirming the accuracy of the representations and warranties contained in this agreement and other information provided by Gerdau prior to the date hereof, and (ii) any of the personnel and management of the Gerdau Companies to whom access is reasonably required in connection with the physical due diligence referred to in (i).
Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, Purchaser and its agents and representatives shall have reasonable access to the Property at all reasonable times during normal business hours, and upon at least two Business Days’ prior written notice to Seller, for the purpose of conducting noninvasive inspections and tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests. Seller and its agents and representatives shall cooperate with Purchaser and its agents and representatives in supplying such historical and operational information as may be reasonably requested by such persons, including notices, permits, or other written communications pertaining to the environmental or physical condition of the Property, to the extent within Seller’s possession or reasonable control. Seller hereby authorizes Purchaser and its agents and representatives to enter upon the Property for the purpose of conducting the above inspections and tests. Notwithstanding the foregoing, however, Purchaser may not conduct invasive testing or sampling without Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and evidence satisfactory to Seller of such insurance as Seller may reasonably request in connection therewith.
Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, Purchaser shall have reasonable access to the Properties and Facilities at all reasonable times during normal business hours, upon appropriate notice to Seller for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests.
Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that (a) Purchaser must give Seller one full Business Day prior notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), and (b) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.4. Purchaser shall bear the cost of all such inspections or tests and shall be responsible for and act as the generator with respect to any wastes generated by those tests, which obligation shall survive the termination of this Agreement. Purchaser or Purchaser’s representatives may communicate with any governmental authority for the purpose of gathering information in connection with the Property or the transaction contemplated by this Agreement.
Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, if Purchaser timely complies with the requirements of this Section 4.3, Purchaser shall have reasonable access to the Property from time-to-time for the purpose of conducting reasonably necessary tests, surveys, investigations and studies on the following terms and conditions. In addition, if Purchaser timely complies with the requirements of this Section 4.3, Purchaser shall have a one-time right during the Inspection Period to review the items identified in Section 4.2 above on the following terms and conditions;
Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, subject to the terms of the Leases, Purchaser shall have reasonable access to the Real Property and Improvements at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that (a) Purchaser must give Seller the greater of (i) two (2) full Business Days’ or (ii) the minimum notice period required by the applicable Leases for the Real Property or Improvements, written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent shall not be unreasonably withheld or conditioned), (b) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place (and Purchaser and its contractors, agents and representatives shall maintain during the pendency of this Agreement) (1) commercial general liability insurance with limits of at least
