Common use of Physical Inspections Clause in Contracts

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. 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 Without any warranty or representation as to the accuracy or thoroughness thereof or to the ability of Buyer to rely thereon, Seller previously has delivered to Buyer, to the extent in Seller's possession (i) a copy of the most recent an environmental [Phase 1] site assessment report with respect to an evaluation of Hazardous Materials (hereafter defineddefined below) in, on or under the Property, (ii) an asbestos report with respect to any asbestos in the Real Property, and (iii) and ADA/Title 24 compliance report with respect to the Real Property. After Buyer has provided to Seller a certificate of insurance insurance(s) evidencing Buyer's and Buyer's agents', consultants' and/or contractors' (as the case may be) 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 as required herein, Seller is named as an additional insured. shall permit Buyer and its authorized agents agents, consultants and contractors to enter upon the Property during reasonable business hours (provided, Buyer shall have a license not interfere with or disturb Seller's operation or use of the Property) to make and perform such environmental evaluations, and other inspections and investigations of the physical condition of the Property. Buyer shall maintain, and shall ensure that its agents, consultants and contractors maintain, public liability and property damage insurance insuring against any liability arising out of any entry, tests or investigations of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer and its consultants, agents and contractors (as applicable) shall be in the amount of One Million Dollars ($1,000,000.00) 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 (i) name the Seller and its manager (and their successors, assigns and affiliates) as additional insureds, (ii) contain a cross-liability provision, and (iii) 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, tests or investigations of the Property. The aforementioned insurance coverage may be obtained under a blanket policy carried by BuyerBuyer or its agents, consultants or contractors, as the case may be. 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 discretionshall not unreasonably withheld. Prior to conducting any inspections or tests entering the Property (and on each and every occasion), Buyer shall deliver to Seller prior notice thereof (any verbal notice shall be where Buyer actually speaks with Xxxxx Xxxx of Seller and not a voicemail message) and shall afford Seller a reasonable opportunity to have a representative of Seller present to accompany Buyer while Buyer performs its evaluations, inspections inspections, tests and other investigations of the physical condition of the Property. Prior to any entry to perform any necessary on-site inspections, tests or investigations, Buyer shall have until give Seller notice thereof (any verbal notice shall be where Buyer actually speaks with Xxxxx Xxxx of Seller and not a voicemail message), including the expiration identity of the Conditions Period company or party(s) who will perform such inspections, tests or investigations and the proposed scope of the inspections, tests or investigations. Seller shall approve or disapprove any proposed inspections, tests or investigations and the party(s) performing the same within two (2) business days after receipt of such notice. Seller's failure to notify Seller advise Buyer of its disapproval of any proposed inspections, tests or investigations and the party(s) performing the same within such two (2) business day period shall be deemed Seller's approval thereof, except to the extent said proposed inspections, tests or investigations relate to "Phase II" environmental matters, in writing, which event Seller's failure to advise Buyer of its approval or disapproval of any proposed environmental inspections, tests or investigations and the party(s) performing the same within such two (2) business day period shall be deemed Seller's disapproval thereof. To the extent the same are not subject to any confidentiality requirements or restrictions precluding the same, Buyer shall promptly deliver to Seller copies of any reports relating to any inspections, tests or investigations of the Property performed by or on behalf of Buyer; provided, however, that Buyer shall not be deemed to have made any warranty or representation whatsoever as to the accuracy or thoroughness thereof or the ability of Seller to rely thereon. Buyer shall have until 5:00 p.m. (Pacific Time) on the Approval Date to notify Seller in writing of its approval or disapproval of any such evaluations, inspections and investigations.

Physical Inspections. Within five (5) business days following after -------------------- the Agreement Date, but only to the extent (a) the same is actually in Seller's or Seller's property manager's possession, or, to the extent Seller has the legal right to obtain a copy of same, in the possession or reasonably accessible of Seller's consultant previously hired to prepare such report(s), and (b) said report(s) has not already been delivered to Buyer by Seller shall prior to the Agreement Date, Seller will either deliver to Buyer, or, at absolutely no cost or liability to Seller, will use commercially reasonable efforts to assist Buyer to obtain from Seller's consultant, in either event without any warranty or representation as to the accuracy or thoroughness thereof or to the ability of Buyer to rely thereon, a true and complete copy of the most recent all environmental site assessment report report(s) with respect to an evaluation of Hazardous Materials (hereafter defineddefined below) in, on or under the Property. After Buyer has provided to Seller a certificate of insurance 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 with a combined single limit for property damage and bodily injury in the amount of Two Million Dollars ($2,000,000.00) under which as required herein, Seller is named as an additional insured. shall permit Buyer and its authorized agents agents, consultants and contractors to enter upon the Property during reasonable business hours (provided, Buyer shall have a license not interfere with or disturb any tenants' operations therein or Seller's operation of the Property) to make and perform such environmental evaluations, and other inspections and investigations of the physical condition of the Property. Buyer shall maintain for itself and on behalf of its consultants and contractors, or Buyer shall maintain and shall ensure that its agents, consultants and contractors maintain, public liability and property damage insurance insuring against any liability arising out of any entry, tests or investigations of the Property pursuant to the provisions hereof. Such insurance maintained by Buyer and/or its consultants, agents and contractors (as applicable) shall be in the amount of Two Million Dollars ($2,000,000.00) 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 (i) name the Seller and its manager (and their successors, assigns and affiliates) as additional insureds, (ii) contain a cross-liability provision, and (iii) 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, tests or investigations of the Property. The aforementioned insurance coverage may be obtained under a blanket policy carried by BuyerBuyer or its agents, consultants or contractors, as the case may be. 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 entering the Property (and on each and every occasion), Buyer shall deliver to Seller prior written notice thereof [or verbal notice wherein Buyer actually speaks with a representative of Seller (not a voicemail message) with written notice delivered immediately thereafter, if requested at such time], and shall afford Seller a reasonable opportunity to have a representative of Seller present to accompany Buyer while Buyer performs its evaluations, inspections inspections, tests and other investigations of the physical condition, including without limitation, the environmental condition of the Property. Buyer also shall have until the expiration right to contact any governmental agency with respect to any Hazardous Materials on, or the environmental condition of, the Property, including, without limitation, in connection with a "Phase I" environmental report. Prior to any such contact, Buyer shall give Seller written notice thereof [or verbal notice wherein Buyer actually speaks with a representative of Seller (not a voicemail message) with written notice delivered immediately thereafter, if requested at such time], and shall afford Seller a reasonable opportunity to have a representative of Seller present to accompany Buyer while Buyer contacts any such governmental agency. In addition, prior to any entry to perform any necessary on-site inspections, tests or investigations with respect to the physical condition of the Conditions Period Property, Buyer shall give Seller written notice thereof [or verbal notice wherein Buyer actually speaks with a representative of Seller (not a voicemail message) with written notice delivered immediately thereafter, if requested at such time], including the identity of the company or party(s) who will perform such inspections, tests or investigations and the proposed scope of the inspections, tests or investigations, including, without limitation, the soil, drainage and seismic condition of the Property, its compliance with applicable laws, codes, regulations and governmental approvals, and the zoning, availability of utilities and feasibility of the Property for the use intended by Buyer. Seller shall approve or disapprove any proposed inspections, tests or investigations and the party(s) performing the same within two (2) business days after receipt of such notice. Seller's failure to notify Seller advise Buyer of its disapproval of any proposed inspections, tests or investigations and the party(s) performing the same within such two (2) business day period shall be deemed Seller's approval thereof, except to the extent said proposed inspections, tests or investigations relate to "Phase II" environmental matters, in writing, which event Seller's failure to advise Buyer of its approval or disapproval of any proposed environmental inspections, tests or investigations and the party(s) performing the same within such two (2) business day period shall be deemed Seller's disapproval thereof. Upon termination of this Agreement for any reason other than due to a default by Seller, Buyer shall promptly deliver to Seller copies of any reports relating to any inspections, tests or investigations of the Property performed by or on behalf of Buyer, provided, however, that any such delivery shall be made without representation or warranty of any kind as to the thoroughness or accuracy of any information contained therein or Seller's ability to rely thereon. Prior to Buyer contacting the tenants, Buyer shall give Seller written notice thereof, including the identity of the company or persons who will perform any tenant interview or contacts. Seller or its representative(s) may be present at any such interview or meeting with the tenants and Buyer will reasonably cooperate and coordinate with Seller to effectuate same. Buyer shall have until 5:00 p.m. (Pacific Time) on the Approval Date to notify Seller in writing of its approval or disapproval of any such evaluations, inspections and investigations.

Physical Inspections. (a) Subject to the 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 Buyer reasonably deems appropriate (collectively “Inspections") in accordance with the provisions of this Section 4.4. Buyer may, without Seller’s consent (but upon not less than one (1) Business day’s advance written notice to Seller), conduct tenant interviews in connection with its Inspections; provided that Seller may, in its sole discretion attend any such interviews. Buyer and the Buyer Parties shall at all times 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 Property and (ii) to not cause any damage, loss, cost or expense to Seller or the Property. Within a reasonable period following each Inspection, Buyer 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 remove and dispose of all debris generated as a result of such Inspection. Buyer shall, within five (5) days following of preparation of the Agreement Date, but only to the extent same is in Seller's possession (without representation or reasonably accessible to Seller shall deliver to Buyer, without any warranty or representation as to the accuracy thereof or completeness thereof), provide Seller with 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. (b) Notwithstanding any provisions of this Agreement to the ability 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 rely thereonavoid 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 (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 copy “Request for Physical Testing") and (ii) obtaining the prior written approval of the most recent environmental site assessment report 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 (i) impose such reasonable conditions as it shall determine are appropriate with respect to an evaluation scheduling, access, provision of Hazardous Materials split samples of soils or groundwater tests, or any other matter; (hereafter definedii) in, on or under require evidence of reasonable and customary insurance by all contractors participating in the proposed Physical Testing; and (iii) refuse to 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 Seller Related Party in connection with any exercise by Buyer or any Buyer Party of the Inspection rights granted to Buyer under this Agreement. After The foregoing indemnity shall survive the Closing and the termination or cancellation of this Agreement. Prior to any Inspection of or entry onto the Land by Buyer has provided or any Buyer Party, Buyer shall (i) at its sole cost and expense, procure and maintain in full force and effect at all times prior to Seller the Closing a certificate of insurance evidencing Buyer's procurement of a customary commercial general liability insurance policy with a combined single limit for property damage and bodily injury coverage in an amount not less than $1,000,000.00, issued by an insurance company qualified to do business in the amount State 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 evaluationsCalifornia, and having a Best’s rating of not less than A-/VII, naming Seller and any other inspections party reasonably designated by Seller as additional insureds with respect to all of Buyer’s and investigations the Buyer Parties’ activities in, on and about the Property and including customary insurance against any assumed contractual liability under this Agreement, and (ii) provide Seller with a certificate of insurance evidencing the physical condition existence of the Propertysuch policy and coverage. The aforementioned insurance insurer under such policy shall agree not to cancel, materially change or fail to renew the coverage may be obtained under a blanket provided by such 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 giving Seller ten (10) business days advance written consent theretonotice, which consent Seller may give or withhold agreement shall be reflected 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 Buyer’s certificate 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 investigationsinsurance.