Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Real Property at any time from and after the Effective Date and for a period of thirty (30) days thereafter (the "Due Diligence ------------- Period"). Buyer and its duly authorized agents or representatives ------ shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period, after giving Seller at least twentyfour (24) hours' notice (which may be by telephone) of the day and time Buyer intends to enter, in order to conduct engineering studies, soil tests and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the "Inspections"). Buyer will conduct ----------- its Inspections in a manner that will not disturb or disrupt the business of any of the Tenants of the Real Property. Buyer will not conduct any invasive tests on any part of the Property without the prior written consent of Seller (which Seller may condition upon Seller's being present for the test) and Buyer will not contact any Tenant of the Real Property without the prior written consent of Seller (which Seller may condition upon Seller's being present during the contact with any such Tenant). Buyer agrees promptly to discharge any liens that may be imposed against the Real Property as a result of Buyer's Inspections and to defend, indemnify and hold Seller harmless from and against all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys' fees), liabilities, judgments and damages incurred by Seller as a result of any Inspections performed by Buyer.
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Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study studies of the Real Property at any time from and after the Effective Date and for a period of thirty (30) days thereafter (the THE "Due Diligence ------------- PeriodDUE DILIGENCE PERIOD"). Buyer and its duly authorized agents or representatives ------ shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period, after giving Seller at least twentyfour (24) hours' notice (which may be by telephone) of the day and time Buyer intends to enter, Period in order to conduct tenant interviews, engineering studies, soil tests and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the "Inspections"). Buyer will conduct ----------- its Inspections in a manner that will not disturb or disrupt the business of any of the Tenants of the Real Property. Buyer will not conduct any invasive tests on any part of the Property without the prior written consent of Seller (which Seller may condition upon Seller's being present for the test) and Buyer will not contact any Tenant of the Real Property without the prior written consent of Seller (which Seller may condition upon Seller's being present during the contact with any such Tenant). Buyer agrees to promptly to discharge any liens that may be imposed against the Real Property as a result of Buyer's Inspections and to defend, indemnify and hold Seller harmless from and against all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys' fees), liabilities, judgments and damages incurred by Seller as a result of any Inspections performed by Buyer. The provisions of the foregoing indemnity shall survive termination of this Agreement or the Close of Escrow, as applicable. Notwithstanding the foregoing, Buyer may not conduct any invasive testing on or in the Property without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Copies of all inspection reports or test results conducted or prepared by any third party contractors or inspectors shall be furnished to Seller.
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Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct a feasibility, environmental, engineering engineering, physical studies and physical study all other aspects of the Real Property at any time from and after Buyer’s receipt of substantially all of the Effective Date Due Diligence Items and for a period of thirty fifteen (3015) days thereafter (the "“Due Diligence ------------- Period"”); provided, however, if the Due Diligence Items are not delivered on the Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the Delivery Date. Buyer and its duly authorized agents or representatives ------ shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period, after giving Seller at least twentyfour (24) hours' notice (which may be by telephone) of the day and time Buyer intends to enter, Period in order to conduct tenant interviews, engineering studies, soil tests and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the "“Inspections"). Buyer will conduct ----------- its Inspections in a manner that will not disturb or disrupt the business of any of the Tenants of the Real Property. Buyer will not conduct any invasive tests on any part of the Property without the prior written consent of Seller (which Seller may condition upon Seller's being present for the test) and Buyer will not contact any Tenant of the Real Property without the prior written consent of Seller (which Seller may condition upon Seller's being present during the contact with any such Tenant”). Buyer agrees to promptly to discharge any liens that may be imposed against the Real Property as a result of Buyer's ’s Inspections and to defend, indemnify and hold Seller harmless from and against all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys' ’ fees), liabilities, judgments and damages incurred by Seller as a result of any Inspections performed by Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct a feasibility, environmental, engineering engineering, title, survey and physical study studies of the Real Property at any time from and after the Effective Date and for a period of thirty ten (3010) days thereafter after receipt of all Due Diligence Items (the "“Due Diligence ------------- Period"”); provided, however, if the Due Diligence Items are not delivered on the Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the Delivery Date. Buyer and its duly authorized agents or representatives ------ shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period, after giving Seller at least twentyfour (24) hours' notice (which may be by telephone) of the day and time Buyer intends to enter, Period in order to conduct tenant interviews (provided Seller is present at such interviews), engineering studies, soil tests and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the "“Inspections"). Buyer will conduct ----------- its Inspections in a manner that will not disturb or disrupt the business of any of the Tenants of the Real Property. Buyer will not conduct any invasive tests on any part of the Property without the prior written consent of Seller (which Seller may condition upon Seller's being present for the test) and Buyer will not contact any Tenant of the Real Property without the prior written consent of Seller (which Seller may condition upon Seller's being present during the contact with any such Tenant”). Buyer agrees to pay all parties promptly to and if necessary, promptly discharge any liens that may be imposed against the Real Property as a result of Buyer's ’s Inspections and to defend, indemnify and hold Seller harmless from and against all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys' ’ fees), liabilities, judgments and damages incurred by Seller as a result of any Inspections performed by Buyer, except such as may be caused by the negligence or intentional misconduct of Seller or its agents. This paragraph shall survive the Closing of Escrow or earlier termination of this Agreement.
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Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study studies of the Real Property at any time from and after the Effective Date and for a period of thirty (30) days thereafter until October 24, 2007 (the "“Due Diligence ------------- Period"”). Buyer and its duly authorized agents or representatives ------ shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period, after giving Seller at least twentyfour (24) hours' notice (which may be by telephone) of the day and time Buyer intends to enter, Period in order to conduct tenant interviews, engineering studies, soil tests and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the "“Inspections"”). Buyer will shall conduct ----------- its Inspections such inspections in a manner that will not disturb disruptive to tenants or disrupt to the business of any operation of the Tenants of the Real Property. Buyer will not conduct any invasive tests on any part of the Property without the prior written consent of Seller (which Seller may condition upon Seller's being present for the test) and Buyer will not contact any Tenant of the Real Property without the prior written consent of Seller (which Seller may condition upon Seller's being present during the contact with any such Tenant). Buyer agrees to promptly to discharge any liens that may be imposed against the Real Property as a result of Buyer's ’s Inspections and to defend, indemnify and hold Seller harmless from and against all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys' ’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer, except for any Claims against Seller based upon any obligations and liabilities of Seller to the extent not caused by Buyer.
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Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)