Physical Inspection of Property Sample Clauses

Physical Inspection of Property. 5.2.1 Prior to the Closing or earlier termination of this Agreement, Seller shall allow Purchaser and Purchaser’s engineers, architects, consultants or other employees and agents reasonable access to the Property during normal business hours for the limited purposes provided herein; provided, that, Purchaser acknowledges that Seller may make certain information available in the Data Site or at the offices of XxXxxxxx Development Company. 5.2.2 Purchaser and its engineers, architects, consultants and other employees and agents may exercise such access solely for the purposes of (i) reviewing contracts, books and records in the possession of Seller relating to the Property (other than any privileged, proprietary or confidential records), tenant, lease and Property files, soil reports, environmental studies and reports, surveys, and building and systems plans; (ii) reviewing records of Seller relating to operating expenses and other instruments and correspondence relating to the Property; (iii) inspecting the physical condition of the Property and conducting non-intrusive physical and environmental tests and inspections thereof; (iv) interviewing tenants, subject to the terms of the applicable Lease and the terms and conditions of this Agreement; and (v) making such other inspections, tests and studies as Purchaser shall reasonably deem necessary. Without limiting the foregoing, Purchaser’s inspection rights hereunder shall include customary requests of applicable governmental authorities relating to lien searches and any zoning code, building code and/or other land use matters; PROVIDED, HOWEVER, THAT OTHER THAN CUSTOMARY DUE DILIGENCE REQUESTS ASSOCIATED WITH A ZONING REPORT, ENVIRONMENTAL REPORT OR OTHER SIMILAR DUE DILIGENCE, PURCHASER SHALL NOT MEET WITH OR CONTACT, AND SHALL NOT PERMIT ITS ENGINEERS, ARCHITECTS, CONSULTANTS OR OTHER EMPLOYEES AND AGENTS TO MEET WITH OR CONTACT, ANY GOVERNMENTAL AUTHORITY OR AGENCY WITHOUT SELLER’S PRIOR CONSENT, NOT TO BE UNREASONABLY WITHHELD. PURCHASER SHALL NOT CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE TESTING OF, ON OR UNDER THE PROPERTY WITHOUT FIRST OBTAINING SELLER’S WRITTEN CONSENT AS TO THE TIMING AND SCOPE OF THE WORK TO BE PERFORMED AND THE PARTIES ENTERING INTO AN AMENDMENT HERETO OR SEPARATE AGREEMENT MEMORIALIZING SUCH SCOPE OF WORK AND ANY ADDITIONAL AGREEMENTS OF THE PARTIES WITH RESPECT TO SUCH TESTING. 5.2.3 Purchaser agrees that it will cause it and any person accessing the Property hereunder to be co...

Physical Inspection of Property. Prior to the expiration of the Study Period, Buyer and Buyer’s representatives, agents and designees shall have the right at reasonable times to enter upon the Real Property, at Buyer’s sole cost, solely for the purpose of conducting such Inspections as Buyer may elect to make or obtain, subject to the following:

Physical Inspection of Property. (i) Access. Seller shall allow Purchaser and Purchaser’s engineers, architects or other employees and agents reasonable access to the Property during normal business hours for the limited purposes provided herein. Purchaser and its engineers, architects and other employees and agents may exercise such access solely for the purpose inspecting the physical condition of the Property and conducting non-intrusive physical and environmental tests and inspections thereof. PURCHASER SHALL NOT CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE TESTING OF, ON OR UNDER THE PROPERTY WITHOUT FIRST OBTAINING SELLER’S WRITTEN CONSENT WHICH SHALL NOT BE UNREASONABLY CONDITIONED, DELAYED OR DENIED AS TO THE TIMING AND SCOPE OF THE WORK TO BE PERFORMED AND THE PARTIES ENTERING INTO AN AMENDMENT HERETO MEMORIALIZING SUCH SCOPE OF WORK AND ANY ADDITIONAL AGREEMENTS OF THE PARTIES WITH RESPECT TO SUCH TESTING.

Physical Inspection of Property. At the discretion of PHFA, physical inspections will be performed on LIHTC units at least every five years. The developments participating in a Physical Inspection will be subject to the following: a. Notification in writing of a proposed visitation review date. b. Required to have on file a copy of the letter sent to tenant(s) notifying them of a pending physical inspection of the unit. c. A review will be performed by a PHFA representative to determine compliance with code requirements. The number of units reviewed will not be less than 20 percent of the Low Income Housing Tax Credit units, and may be up to 100 percent of the units. d. PHFA representative will respond to the owner/agent as to any finding during this review. The owner/agent will be required to respond to the representative within 90 days of the date of the letter, addressing the method and/or action completed to rectify each item. If at the end of the 90-day period any issue remains unaddressed, the Agency will issue a letter to the owner informing them of possible repercussions.

Physical Inspection of Property. Buyer acknowl edges and agrees that Buyer has completed all physical inspection, testing and survey of the Property required by Buyer and Buyer's representatives, agents and designees. Buyer hereby agrees to indemnify and hold harmless Seller, SSR Realty Advisors, Inc. and the pension fund or other investors on whose behalf Seller is acting, from and against any mechanics' lien or claim therefor, any claim, cause of action, lawsuit, damage, liability, loss, cost or expense (including, without limitation, attorneys' fees) arising out of any such inspections, tests or survey conducted by Buyer, its representa tives, agents or designees. The provisions of this Section 7.2 shall survive the termination of this Agreement or the Closing hereunder.

Physical Inspection of Property. Buyer shall have the right (for itself, its engineers, and other representatives) to enter onto the Property to make a physical inspection thereof, to examine the structure of any Improvements, to conduct soil tests, and to make such other examinations as Buyer shall deem appropriate. Seller will cause its contractor, engineer and agents, to cooperate with Buyer, its employees, agents, and representatives in connection with such inspection and to respond in writing to such reasonable questions as Buyer (or its employees, agents, engineers and representatives) may ask in connection with Buyer's inspection. Commencing on the Effective Date, and continuing until the Closing Date, Seller shall make available at Seller's office, for inspection and copying by Buyer or Buyer's designated representatives, all books and records relating to the Property. Buyer shall indemnify and defend (using counsel reasonably acceptable to Seller) Seller and hold Seller harmless from and against all loss, liability, damage, injury, and claims resulting from Buyer's testing or inspection of the Property; provided, however, this indemnity shall not include, and shall specifically exclude, any loss, liability, damage, injury, and claims arising out of or resulting from, in whole or in part (a) the gross negligence, or willful misconduct of Seller, or Seller's agents, representatives, contractors, or employees, or (b) the discovery by Buyer, or its agents, representatives, contractors, or employees of the presence of any toxic or hazardous substance or hazardous material in, on, or under the Property, which condition must be remediated under applicable Environmental Laws (as that term is hereinafter defined); provided, however, that the exclusion referred to in item (b) shall not extend to any claims made by the agents, representatives, contractors, or employees of Buyer arising out of exposure to any toxic or hazardous substance or hazardous material in, on, or under the Property which exposure occurs during the course of Buyer's investigations. This indemnity shall survive the closing of this transaction (or if this transaction does not close, the termination of this Agreement) for a period of twelve (12) months commencing on the Closing Date (as hereinafter defined), or if the transaction does not close, the date this Agreement is terminated. Upon the expiration of such twelve (12) month period, this indemnity shall automatically terminate without the necessity of any notice, and ...

Physical Inspection of Property. Buyer shall have until the end of the Inspection Period in which to inspect and examine the Property and conduct all tests and hazardous waste examinations to the extent Buyer deems necessary to determine the condition of the Property. Buyer shall have access to all buildings, improvements, storage areas, other spaces, equipment and personalty that are included in the Property upon providing reasonable prior notice to Seller; provided that Seller may, if it so elects, accompany Buyer while Buyer's secures such access. Buyer shall indemnify Seller from and against any damages incurred by Seller as a result of Buyer's (or its agents' affiliates', employees' or contractors') acts or omissions on the Property during the Inspection Period, excluding damages caused by Seller's acts or omissions, or those of Seller's agents, affiliates, employees or contractors, and Buyer shall maintain (or insure that its agents maintain) liability insurance in an amount of at least $1 million covering such potential liability during the Inspection Period, insuring Buyer and Seller and delivering proof of same to Seller prior to entering the Property. Buyer shall not, without Seller's prior written consent, talk to tenants or do anything which damages the Property during the Inspection Period, and Buyer shall be responsible for promptly repairing any damage thereto that it does cause. The two immediately preceding sentences shall survive any termination of this Agreement, notwithstanding any contrary provision provided elsewhere herein.

Physical Inspection of Property. For a period of thirty (30) days following the date of the execution of this Agreement (the "Inspection Period"), Buyer shall have the right (for itself, its engineers, and other representatives) to enter onto the Property for the following limited purposes: (i) survey, and (ii) appraisal of the Property, Seller will cause its advisors and agent to cooperate with Buyer, its employees, agents, and representatives in connection with such survey and appraisal and to respond to such reasonable questions as Buyer (or its employees, agents, engineers and representatives) may ask in connection therewith. Buyer shall indemnify Seller and hold Seller harmless from and against all loss, liability, damage, injury, and claims resulting from Buyer's survey and appraisal or other activities of or on the Property.

Physical Inspection of Property. Prior to the expiration of the Study Period, Buyer and Buyer’s representatives, agents and designees shall have the right at reasonable times to enter upon the Real Property, at Buyer’s sole cost, solely for the purpose of conducting such Inspections as Buyer may elect to make or obtain, subject to this Agreement and the surviving terms of the Access Agreement. The parties hereby agree that the Access Agreement shall be of no further force and effect from and after the Effective Date, except for the obligations of Buyer thereunder accruing prior to or surviving the termination thereof (notwithstanding any merger provision in the Access Agreement to the contrary). In the event of any inconsistency between the terms of this Agreement and the Access Agreement, the terms of this Agreement shall prevail. 5.2.1 Notwithstanding anything in this Agreement or in the Access Agreement to the contrary, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of the Property), investigations and other matters that in Seller’s reasonable judgment could result in any permanent injury to the Property or breach hereof, or expose Seller to any actual or potential losses or violation of applicable law, or otherwise materially adversely affect the Property or Seller’s interest therein, and Buyer shall obtain Seller’s prior written consent, which may be granted or withheld in Seller’s sole and absolute discretion, to any such entries, surveys, tests, investigations or other matters that are intrusive or invasive on the Property. Neither Buyer nor Buyer’s representatives, agents and designees are authorized to enter onto the Property, or contact (via email or other writing, by phone or in person) any tenant, leasing agent or property manager, without Seller’s prior written consent, which consent shall not be unreasonably withheld. Buyer shall notify Seller by e-mail or fax (at the email address or facsimile number listed in the Notice provision below) at least twenty-four (24) hours prior to the date of its proposed time of entry, its approximate duration and the nature of the entry, test, investigation or other matter, together with the parties that will be present. Seller’s written consent may be evidenced by an e-mail or fax back to Buyer at the email address or facsimile number listed in the Notice provision below) approving the request. Buyer shall permit Seller to have...

Physical Inspection of Property. Purchaser acknowledges that Seller has allowed Purchaser and Purchaser’s engineers, architects or other employees, agents, consultants and contractors reasonable access to the Property during normal business hours for the purposes of (i) 724643206.7 17544974 reviewing contracts, books and records relating to the Property (other than any privileged, proprietary or confidential records), soil reports, environmental studies and reports, surveys, and building and systems plans and to make copies of the same; (ii) reviewing records relating to operating expenses and other instruments and correspondence relating to the Property and to make copies of the same; and (iii) inspecting the physical condition of the Property and conducting non-intrusive physical and environmental tests and inspections thereof. Notwithstanding anything to the contrary contained herein, at no time shall Purchaser have access to any portion of the electrical substation that Seller does not have access to as a matter of right.