We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Physical Inspections Clause in Contracts

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, 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Polarityte, Inc.), Real Estate Purchase and Sale Agreement (Polarityte, Inc.)

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, or 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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Polarityte, Inc.)

Physical Inspections. (a) Subject to the Due Diligence Deadline (as defined in and consistent with Section 2.3 below)9.3 herein, 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 its 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. Purchaser shall conduct tests, examination, surveys and inspection at its own expense. Purchase shall indemnify and hold Seller harmless from any and IBEX Corp. (as an existing tenant)all liability arising out of Purchaser’s test, which in some circumstances may mean that Seller may require more than twenty-four (24) hours’ notice to Seller examination, surveys and inspection. Purchaser will fully restore the Property from Purchaser prior any and all invasive testing, examination, surveys, and inspections at its own costs and to the performance of extent that any reports are generated there from and Purchaser does not Close provide said inspections given the sensitive and confidential nature of Seller’s business activities for its clientsreports to Purchaser at no costs. (b) Seller represents to Purchaser that, makes no representations as to the best of Sellernecessary public agency permits, if any, for the test, inspections, surveys, examinations Purchaser may elects to conduct notwithstanding Seller will cooperate with Purchaser’s knowledge, information, and belief, any and all effort to obtain necessary approvals, consents, authorizations, or 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Vegalab, Inc.)

Physical Inspections. (a) Subject to the Due Diligence Deadline provisions of this Section 4.4 and to any applicable notice requirements and access restrictions in the Tenant Leases, Seller hereby grants to Buyer and Buyer’s agents, employees and contractors (collectively, “Buyer Parties") the right to enter upon the Property upon one (1) business day’s advance written notice to Seller at reasonable times of the day for the sole purpose of conducting such physical reviews and investigations as defined Buyer reasonably deems appropriate (collectively “Inspections") in accordance with the provisions of this Section 2.3 below4.4. Buyer may, without Seller’s consent (but upon not less than one (1) Business day’s advance written notice to Seller), Purchaser conduct tenant interviews in connection with its Inspections; provided that Seller may, in its sole discretion attend any such interviews. Buyer and its representatives, consultants, and contractors the Buyer Parties shall at all times before conduct each Inspection in a manner so as (i) to not unreasonably interfere with any of Seller’s activities or those of tenants at the Closing have Property and (ii) to not cause any damage, loss, cost or expense to Seller or the privilegeProperty. Within a reasonable period following each Inspection, opportunityBuyer shall, at its sole cost and expense, repair all damage resulting in any way from such Inspection, restore any portion of the Property adversely affected by such Inspection to its condition existing immediately prior to such Inspection, and rightremove and dispose of all debris generated as a result of such Inspection. Buyer shall, within five (5) days of preparation of the same (without representation or warranty as to the accuracy or completeness thereof), provide Seller with at least twenty-four full and complete copies of any Buyer Prepared Due Diligence Materials and all other data, results, conclusions and reports generated as a result of or during the Inspections and shall keep all such data strictly confidential in accordance with the provisions of Section 4.5. (24b) hours’ notice Notwithstanding any provisions of this Agreement to the contrary, in no case shall Buyer or any Buyer Party conduct any physical, soils, groundwater, environmental or other sampling, drilling or coring or any other form of work or investigation which may physically invade, alter, damage or disturb any portion of the Improvements or the Land (or the soils or groundwater thereunder) (collectively, “Physical Testing") without first (i) submitting to Seller a written description of the general nature and scope of the Physical Testing proposed, the protective measures to be utilized by Buyer to avoid or minimize any damage to the Land or the Improvements, the restoration activities proposed to be performed by Buyer to restore any anticipated damage, the contractor(s) to be conducting such Physical Testing (which and a description of their qualifications and licensing), those portions of the Property to be affected buy such Physical Testing and Buyer’s proposed schedule for conducting such Physical Testing (collectively, a “Request for Physical Testing") and (ii) obtaining the prior written approval of Seller to Buyer’s Request for Physical Testing with respect thereto. Buyer acknowledges and agrees that in approving a Request for Physical Testing, Seller may be delivered in writing(i) impose such reasonable conditions as it shall determine are appropriate with respect to scheduling, by e-mailaccess, provision of split samples of soils or groundwater tests, or orally), any other matter; (ii) require evidence of reasonable and customary insurance by all contractors participating in the proposed Physical Testing; and (iii) refuse to enter upon consent to testing of the groundwater underlying the Property. (c) Buyer shall indemnify, protect, defend (with counsel satisfactory to Seller) and hold Seller, the Property and each of Seller’s partners, employees, directors, officers, shareholders, parents, subsidiaries, accountants, agents and affiliates (collectively, “Seller Related Parties") harmless from and against all claims, demands, actions, liabilities, damages, losses, obligations, fines, penalties, costs and expenses, including, without limitation, attorneys’ fees and all court costs asserted against or incurred by Seller, the Property or any Improvements Seller Related Party in connection with any exercise by Buyer or any Buyer Party of the Inspection rights granted to Buyer under this Agreement. The foregoing indemnity shall survive the Closing and Appurtenances located thereon the termination or associated therewithcancellation of this Agreement. Prior to any Inspection of or entry onto the Land by Buyer or any Buyer Party, Buyer shall (i) at its sole cost and expense, procure and maintain in order full force and effect at all times prior to inspectthe Closing a customary commercial general liability insurance policy with combined single limit coverage in an amount not less than $1,000,000.00, review, investigate, examineissued by an insurance company qualified to do business in the State of California, and inquire further having a Best’s rating of not less than A-/VII, naming Seller and any other party reasonably designated by Seller as additional insureds with respect to all of Buyer’s and the Buyer Parties’ activities in, on and about the Property and to perform including customary insurance against any tests, examinations, surveysassumed contractual liability under this Agreement, and inspections on (ii) provide Seller with a certificate of insurance evidencing the Property existence of such policy and coverage. The insurer under such policy shall agree not to cancel, materially change or fail to renew the coverage provided by such policy without giving Seller ten (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)10) business days advance written notice, 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, 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 agreement shall be borne by Seller up until the Closing Date (as defined reflected in Section 8.2 below) and shall be borne by Purchaser from and after the Closing DateBuyer’s certificate of insurance.

Appears in 1 contract

Samples: Real Property Purchase and Sale Agreement (G Reit Inc)