Physical Inspections. Any existing report of an inspecting engineering firm as to the physical condition of each such Hotel Property reflecting a condition of such Hotel Property acceptable to the Agent and the independent satisfaction of the Agent with the physical condition of the Hotel Property pursuant to the on-site inspection of officers of the Agent, for which inspections such officers shall be permitted access to the Hotel Property during reasonable hours. All out of pocket expenses incurred by the Agent in connection with such inspections shall be payable on demand by the Borrower.
Physical Inspections. (a) Subject to the Due Diligence Deadline (as defined in Section 2.3 below), Purchaser and its representatives, consultants, and contractors shall at all times before the Closing have the privilege, opportunity, and right, with at least twenty-four (24) hours’ notice to Seller (which may be delivered in writing, by e-mail, or orally), to enter upon the Property, including, without limitation, any Improvements and Appurtenances located thereon or associated therewith, in order to inspect, review, investigate, examine, and inquire further about the Property and to perform any tests, examinations, surveys, and inspections on the Property (including, without limitation, any desirable geotechnical and environmental tests, studies, and examinations, soil tests, borings, percolation tests, and other tests in order to analyze surface, subsurface, and topographic conditions). Purchaser and it representatives, consultants, and contractors shall conduct such entry and any inspections in connection with the Property so as to minimize, to the extent reasonably possible, interference with the activities of Seller and IBEX Corp. (as an existing tenant), which in some circumstances may mean that Seller may require more than twenty-four (24) hours’ notice to Seller from Purchaser prior to the performance of said inspections given the sensitive and confidential nature of Seller’s business activities for its clients.
(b) Seller represents to Purchaser that, to the best of Seller’s knowledge, information, and belief, any and all approvals, consents, authorizations, and/or licenses necessary to allow Purchaser to enter upon the Property to perform the tests, studies, and examinations contemplated under Section 2.1(a) above have been obtained, including, without limitation, any approvals necessary from IBEX Corp. and any other tenants or occupants on the Property. Seller agrees to indemnify and hold Purchaser harmless from and against any claim, damage, expense, or liability arising from Purchaser’s reliance on such approvals, consents, authorizations, and/or licenses; however, the foregoing indemnity shall not apply to any damages, injuries, claims, expenses, or liabilities arising out of or related to Purchaser’s negligence or willful misconduct. The risk of loss with respect to the Property shall be borne by Seller up until the Closing Date (as defined in Section 8.2 below) and shall be borne by Purchaser from and after the Closing Date.
Physical Inspections. After Buyer has provided to Seller a certificate(s) of insurance evidencing commercial general liability insurance coverage for the activities of Buyer and Buyer's Representatives as required herein, Seller shall permit Buyer and Buyer's Representatives to enter upon the Property during reasonable business hours on Business Days prior to the Closing or any earlier termination of this Agreement to make and perform such non-invasive physical environmental evaluations, and other non-invasive physical inspections, investigations, tests and studies of the physical condition of the Property as Buyer may elect to make or obtain in Buyer’s sole and absolution discretion, and such other invasive physical inspections, investigations, tests and studies as may be consented to by Seller in its sole and absolute discretion subject to and in accordance with this Section 4.
Physical Inspections. Within five (5) days following the Agreement Date, but only to the extent same is in Seller's possession or reasonably accessible to Seller shall deliver to Buyer, without any warranty or representation as to the accuracy thereof or to the ability of Buyer to rely thereon, a copy of the most recent environmental site assessment report with respect to an evaluation of Hazardous Materials (hereafter defined) in, on or under the Property. After Buyer has provided to Seller a certificate of insurance evidencing Buyer's procurement of a commercial general liability insurance policy with a combined single limit for property damage and bodily injury in the amount of Two Million Dollars ($2,000,000.00) under which Seller is named as an additional insured. Buyer and its authorized agents shall have a license to make and perform such environmental evaluations, and other inspections and investigations of the physical condition of the Property. The aforementioned insurance coverage may be obtained under a blanket policy carried by Buyer. Notwithstanding the foregoing, Buyer shall not be permitted to undertake any intrusive or destructive testing of the Property, including without limitation a "Phase II" environmental assessment, without in each instance first obtaining Seller's written consent thereto, which consent Seller may give or withhold in Seller's sole and absolute discretion. Prior to conducting any inspections or tests (on each occasion), Buyer shall deliver to Seller prior notice thereof and shall afford Seller a reasonable opportunity to have a representative present to accompany Buyer while Buyer performs its evaluations, inspections and other investigations of the physical condition of the Property. Buyer shall have until the expiration of the Conditions Period to notify Seller in writing, of its approval or disapproval of such evaluations, inspections and investigations.
Physical Inspections. Each party will have the right, upon written notice, to visit the other party's premises and make reasonable periodic checks of the facilities and equipment which are the subject matter of this Agreement.
Physical Inspections. Promptly upon execution of this Agreement, all physical inspections desired by the Buyer shall be ordered by Buyer at Buyer’s expense, all of which shall be performed by qualified inspectors or contractors selected by Buyer. Inspections may include but are not limited to the following: asbestos, heating, cooling, electrical plumbing, roof, walls, ceilings, floors, foundation, basement, crawl space, mold, water storm and waste sewer, and well/septic.
Physical Inspections. After Buyer has provided to Seller a certificate of insurance(s) evidencing Buyer's or Buyer's agents', consultants' and/or contractors' (as the case may be) procurement of a commercial general liability insurance policy as required herein, Seller shall permit Buyer and Buyer's authorized agents, consultants and contractors to enter upon the Property during reasonable business hours to make and perform such non-invasive environmental evaluations, and other non-invasive inspections, investigations, tests and studies of the physical condition of the Property as Buyer may elect to make or obtain. Buyer shall maintain, and shall ensure that Buyer's agents, consultants and contractors maintain, public liability and property damage insurance insuring against any liability arising out of any entry, inspections, investigations, tests or studies of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer and/or Buyer's agents, consultants and contractors (as applicable) shall be in the amount of Two Million Dollars ($2,000,000) combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence. The policy maintained by Buyer shall insure the contractual liability of Buyer covering the indemnities herein and shall (a) name Seller (and their successors, assigns and affiliates) as additional insureds, and (b) contain a provision that "the insurance provided by Buyer hereunder shall be primary and non-contributing with any other insurance available to Seller." Buyer shall provide Seller with evidence of such insurance coverage prior to any entry, inspections, investigations, tests or studies of the Property by Buyer or any of Buyer's agents, consultants or contractors. The aforementioned insurance coverage may be obtained under a blanket policy carried by Buyer or Buyer's agents, consultants or contractors, as the case may be. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be permitted to undertake any invasive, intrusive or destructive investigation, testing or study of the Property, including a "Phase II" environmental assessment, without in each instance first obtaining Seller's written consent thereto, which consent Seller may give, withhold or condition in Seller's sole and absolute discretion. Prior to any entry onto the Property (and on each and every occasion), Buyer shall deliver to Seller prior writte...
Physical Inspections. With respect to each Property, Buyer shall at Buyer’s expense (subject to Seller’s obligation pursuant to Section 2.5.1 above to pay Buyer’s Transaction Costs) have received and approved the physical condition of such Property including the improvements and the HVAC, electrical, plumbing and other systems, and shall have received, at Seller’s expense, written reports in form and substance satisfactory to Buyer from one or more qualified engineering firms approved by Buyer or any engineer employed by Buyer to the effect that the improvements on such Property have been constructed in compliance with, and currently are in compliance with all Governmental Requirements, including the Americans With Disabilities Act, and with all restrictions of record applicable thereto which affect the use of such Property for its Primary Intended Use and for all uses contemplated under the Lease.
Physical Inspections. Promptly upon execution of this Contract, all physical
Physical Inspections. Licensee shall be granted access to the Property to perform studies, physical inspections, investigations and tests on the Property ( each a "Iw" and, collectively, the "I.em"); provided, however, that Licensee shall not perform or allow any Phase II environmental site assessment or other intrusiveor invasive testing of the Property ( collectively, a "Phase II") without providing Licensor five business (5) days' notice (the "Phase II Notice") and obtaining Licensor 's prior written consent, which may be withheld in Licensor 's discretion. The Phase II Notice shall include the following: (i) the proposed date and time of the Phase II; (ii) a detailed description of each of the proposed tests and intrusive acts to be performed as part of the Phase II; (iii) the proposed location of each site of such tests and intrusive acts; (iv) the work to be performedto repair and restore any damage to theProperty; and (v) the total amount of time required forthe Phase II and such repair and restoration work. Any Phase II shall be performedin accordance with the description provided in the applicable Phase II Notice, except, if Licensor determines in its discretion that the Phase II and related repair and restoration work described in the Phase II Notice will unreasonably affect the Property, Licensee shall comply with Licensor's reasonable requests to change the date, time, nature, location and/or duration of the Phase II and/or related repair and restoration work. Licensor shall have the right to have a representative of Licensor present for any inspections performed by Licensee pursuant to this Agreement. In the event that such Phase II is recommended and Licensor elects not to terminate this Agreement, Licensee shall cause the Phase II to be conducted at Licensor's sole cost and expense. Prior to issuing any Phase II Environmental reports, Licensee shall provide a clearly marked draftversion of such report. Licensor shall than be given five (5) business days to review and, if appropriate, comment on the draftreport. At Licensors absolute discretion, Licensor shall have the opportunity to cease all testing and related work and (a) no further work shall be conducted and, (b) no final report shall be issued. 4848-8168-0495.2 EXHIBIT "B" LEGAL DESCRIPTION OF PROPERTY AXON AT RIVERWALK May 10, 2018 SALT RIVER - PIMA - MARICOPA Job No. 2003-127 INDl1AN COMMUNffY Page 1, of 1 A PARCEL OF LAND LOCATED IN THE XXXXXXXXX XXXXXXX XX XXXXXXX 0, XXXXXXXX 0 XXXXX. R'ANGE 5 EAST OF T...
