Property Inspection. a) It is the Buyer’s sole responsibility to (1) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Property, including, without limitation, the Disclosure Statements, prior to entering into this Contract; and (3) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental laws, building ordinances, zoning, health & safety codes, and any other local, state or federal laws and regulations. b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker harmless from and against any liability, damage, cost or expense incurred, directly or indirectly, by Seller, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all costs and expenses incurred by such parties to enforce this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced in connection with this Agreement. Buyer further agrees to repair any damage caused by such inspections and to restore the Property to its condition prior to the inspection. This provision shall survive the Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.
Appears in 2 contracts
Samples: Purchase Contract, Purchase Contract
Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to (1) perform all enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on as Purchaser may reasonably require to assess the condition of the Real Property and to be satisfied as to its condition prior to entering into this Contractcompliance with laws; and provided, however, that (2i) to review all property information and due diligence materials with respect to the Propertyany activities by or on behalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any material manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all costs and expenses incurred by such parties to enforce this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement. Buyer further agrees to repair any damage caused by such inspections and to restore the Property to its condition prior Agreement to the inspectioncontrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.
(B) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. This provision Such insurance shall survive be written on an "occurrence" basis, and shall be maintained in force until the Closing Date and any earlier of (i) the termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.(ii)
Appears in 2 contracts
Samples: Asset Purchase Agreement (Apple South Inc), Asset Purchase Agreement (Apple South Inc)
Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (1i) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result in connection with any Purchaser's Activities. Notwithstanding any provision of Buyer’s inspectionthis Agreement to the contrary, examination Purchaser shall not have the right to undertake any environmental studies or survey testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property, either prior to, on or .
(B) Purchaser shall have until the date which is thirty days after the date hereofof this Agreement (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property is suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants. This indemnity includes In the indemnified parties’ event Purchaser shall determine that the Real Property is not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to recover all costs and expenses incurred terminate this Agreement by such parties giving written notice to enforce Seller on or before the Due Diligence Date. If Purchaser does not terminate this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced Agreement in connection accordance with this AgreementSection 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Buyer further agrees to repair any damage caused by such inspections Such insurance shall be written on an "occurrence" basis, and to restore shall be maintained in force until the Property to its condition prior to earlier of (i) the inspection. This provision shall survive the Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.(ii)
Appears in 2 contracts
Samples: Asset Purchase Agreement (Avado Brands Inc), Asset Purchase Agreement (Avado Brands Inc)
Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (1i) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result in connection with any Purchaser's Activities. Notwithstanding any provision of Buyer’s inspectionthis Agreement to the contrary, examination Purchaser shall not have the right to undertake any environmental studies or survey testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property, either prior to, on or .
(B) Purchaser shall have until the date which is 45 days after the date hereofof this Agreement (hereinafter called the "Due Diligence Date"), to perform such review, investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property, the Leases, Contracts, and Permits are suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants. This indemnity includes In the indemnified parties’ event Purchaser shall determine that such matters are not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to recover all costs and expenses incurred terminate this Agreement by such parties giving written notice to enforce Seller on or before the Due Diligence Date If Purchaser does not terminate this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced Agreement in connection accordance with this AgreementSection 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Buyer further agrees to repair any damage caused by such inspections Such insurance shall be written on an "occurrence" basis, and to restore shall be maintained in force until the Property to its condition prior to earlier of (i) the inspection. This provision shall survive the Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.(ii)
Appears in 1 contract
Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (1i) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result in connection with any Purchaser's Activities. Notwithstanding any provision of Buyer’s inspectionthis Agreement to the contrary, examination Purchaser shall not have the right to undertake any environmental studies or survey testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property, either prior to, on or .
(B) Purchaser shall have until the date which is forty-five (45) days after the date hereofof this Agreement (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property is suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants. This indemnity includes In the indemnified parties’ event Purchaser shall determine that the Real Property is not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to recover all costs and expenses incurred terminate this Agreement by such parties giving written notice to enforce Seller on or before the Due Diligence Date. If Purchaser does not terminate this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced Agreement in connection accordance with this AgreementSection 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Buyer further agrees to repair any damage caused by such inspections Such insurance shall be written on an "occurrence" basis, and to restore shall be maintained in force until the Property to its condition prior to earlier of (i) the inspection. This provision shall survive the Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.(ii)
Appears in 1 contract
Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (1i) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all costs and expenses incurred by such parties to enforce this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement. Buyer further agrees to repair any damage caused by such inspections and to restore the Property to its condition prior Agreement to the inspectioncontrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.
(B) Purchaser shall have until July 31, 1998 (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property is suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants. This provision In the event Purchaser shall survive determine that the Closing Date Real Property is not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to terminate this Agreement by giving written notice to Seller on or before the Due Diligence Date. If Purchaser does not terminate this Agreement in accordance with this Section 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Such insurance shall be written on an "occurrence" basis, and shall be maintained in force until the earlier of (i) the termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.(ii)
Appears in 1 contract
Property Inspection. a) It is Buyer has had, and shall continue to have through the Buyer’s sole responsibility Closing Date, the right to (1) perform all make non-invasive physical inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on of the Property and to be satisfied as to examine at such place or places at the Property or in the offices of the property manager, any operating files maintained by Seller or its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials manager in connection with respect to the leasing, maintenance and/or management of the Property, including, without limitation, the Disclosure Statementsleases, prior to entering into this Contract; lease files, operating agreements, service contracts, commission agreements, insurance policies, bills, invoices, receipts and (3) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as other general records relating to the applicability income and expenses of and compliance with land use and environmental lawsthe Property, building ordinances, zoning, health & safety codes, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspectionscorrespondence, surveys, plans and specifications, warranties for services and materials provided to the Property, engineering reports, reports and environmental studies, includingaudits, but excluding materials not limited todirectly related to the leasing, leadmaintenance and/or management of the Property such as Seller's internal memoranda, financial projections, budgets, appraisals, accounting and tax records and similar proprietary or confidential information. Buyer understands and agrees that any on-based paint testssite inspections of the Property and any tenant discussions shall be conducted upon at least forty-eight (48) hours' prior written notice to Seller and in the presence of Seller or its representative. After its inspections are completed, Buyer shall restore the Property, at Buyer's sole cost and expense, substantially to its condition immediately prior to Buyer's inspections. Prior to Buyer or for any other work performed at Buyer’s request and party entering the Property in the exercise of the access rights hereunder, Buyer shall pay for any damage deliver to Seller a certificate of comprehensive public liability insurance naming Seller and its property manager as additional insureds and evidencing coverage with such insurers and limits (which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s requestbe less than $2,000,000) as shall be reasonably satisfactory to Seller. Buyer agrees to defend, indemnify, protect indemnify and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityclaim for liabilities, damagecosts, cost or expense incurred, directly or indirectly, by Seller, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all costs and expenses incurred by such parties to enforce this Section, (including reasonable attorneys’ ' fees whether any lawsuit actually incurred) losses, damages or arbitration is commenced injuries arising out of or resulting from the inspection of the Property by Buyer or its agents. Notwithstanding anything to the contrary in connection with this Agreement. , such obligation to indemnify and hold harmless Seller and the other obligations of Buyer further agrees to repair any damage caused by such inspections and to restore the Property to its condition prior to the inspection. This provision under this Section 3.5 shall survive the Closing Date and or any termination of this ContractAgreement. All inspections shall occur at reasonable times agreed upon by Seller and Buyer and shall be conducted so as not to interfere with use of the Property by Seller or its tenants. Buyer and/or their agents may not enter upon not, however, perform any invasive or destructive testing at the Property without first obtaining having received the prior written consent of Seller’s written authorization to do so, to which shall be granted upon at Seller’s 's sole discretion. Buyer agrees that it shall cause all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closinginstance.
Appears in 1 contract
Property Inspection. a(i) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (1A) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; provided, however, that Seller agrees and acknowledges that Purchaser's activities may, upon reasonable notice to Seller, involve soil borings and samplings and similar invasive procedures that will not adversely affect operations of the Restaurants or affect the structural integrity of the Real Property; (B) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall promptly return the Real Property t the condition existing prior to entering into this ContractPurchaser's Activities; (C) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3D) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result in connection with any Purchaser's Activities. Notwithstanding any provision of Buyer’s inspectionthis Agreement to the contrary, examination Purchaser shall not have the right to undertake any environmental studies or survey testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property; provided, either prior tohowever, that Purchaser shall have the right to undertake and conduct a "Phase II" evaluation or other evaluation Purchaser deems necessary on or the Real Property on which the Bristol, Tennessee Restaurant is located.
(ii) Purchaser shall have until the date which is thirty (30) days after the date hereofof this Agreement (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property is suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants. This indemnity includes In the indemnified parties’ event Purchaser shall in good faith determine that the Real Property is not suitable and satisfactory to Purchaser, Purchaser shall have the right to recover all costs and expenses incurred terminate this Agreement by such parties giving written notice to enforce Seller on or before the Due Diligence Date If Purchaser does not terminate this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced Agreement in connection accordance with this AgreementSection 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(iii) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (A) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (B) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Selle has been named as an additional insured thereunder with respect to any Purchaser's Activities. Buyer further agrees to repair any damage caused by such inspections Such insurance shall be written on an "occurrence" basis, and to restore shall be maintained in force until the Property to its condition prior to earlier of (A) the inspection. This provision shall survive the Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive (B) Closing.
(iv) Purchaser acknowledges that Seller may deliver to Purchaser certain documents and information in possession of Seller or Seller's agents with regard to the Real Property (hereinafter called the "Due Diligence Materials"). The Due Diligence Materials will be provided to Purchaser without any representation or warranty of any kind or nature whatsoever and are merely provided to Purchaser for Purchaser's informational purposes. Until Closing, Purchaser and Purchaser's Designees shall maintain all Due Diligence Materials as Confidential Information.
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Property Inspection. a) It is From the Buyer’s sole responsibility date hereof through 5:00 p.m. Eastern Time on March 24, 2014 (the “Property Inspection Period”), Buyer shall have the right to (1) perform all make non-invasive physical inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on of the Property and to examine at such place or places at the Property, in the offices of the property manager or elsewhere as the same may be satisfied as to located, any operating files maintained by Seller or its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials manager in connection with respect to the leasing, maintenance and/or management of the Property, including, without limitation, the Disclosure StatementsLeases, prior to entering into this Contract; lease files, bills, invoices, receipts and (3) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as other general records relating to the applicability income and expenses of the Property, correspondence, surveys, plans and compliance with land use specifications, warranties for services and environmental laws, building ordinances, zoning, health & safety codesmaterials provided to the Property, and similar materials, but excluding Seller’s internal memoranda, financial projections, client reports, budgets, environmental audits and physical inspection reports, appraisals, accounting and tax records and similar proprietary or confidential information and materials not directly related to the leasing, maintenance and/or management of the Property. All information acquired by Buyer or its representatives as a result of any other localProperty inspections shall be kept in strict confidence as more fully set forth in Section 13.3. Notwithstanding anything to the contrary set forth herein, Seller hereby approves Buyer’s right to discuss Buyer’s potential purchase of the Property with representatives or employees of any municipal, state or federal government (or agency, authority, department, or quasi-governmental agency thereof) (collectively, “Governmental Agencies”), provided (a) Buyer gives Seller reasonable prior notice of any meetings with such representatives or employees and Seller shall have the right to have a representative present at such meetings, and (b) Buyer provides to Seller copies of all correspondence to and from such Governmental Agencies related to the Property or Buyer’s purchase of the Property. Notwithstanding anything to the contrary contained herein, Buyer is authorized to have initial meetings with, and make the reasonable and customary general requests of, Governmental Agencies regarding the compliance of the Property with applicable laws and regulations.
b, including without limitation compliance of the Property with zoning, environmental and other ordinances and requirements and the then-current entitlements with respect to the Property, without any further notice to Seller or copies of such initial requests. Buyer understands and agrees that any on-site inspections of the Property shall be (i) subject to the notice and other access provisions in the Leases and (ii) conducted upon at least twenty-four (24) hours’ prior written notice to Seller and, (iii) at Seller’s option, conducted in the presence of Seller or its representative. After its inspections are completed, Buyer shall be responsible for restore any damage to the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed Property caused by Buyer’s inspections at Buyer’s request sole cost and expense. Prior to Buyer or any such other party entering the Property in the exercise of the access rights hereunder, Buyer shall pay deliver to Seller a certificate of comprehensive public liability insurance at limits of not less than One Million Dollars ($1,000,000), combined single limit, for any damage which occurs personal injury, including bodily injury and death, and property damage, naming Seller as an additional insured and evidencing coverage with such insurers and limits as shall be reasonably satisfactory to Seller. Except to the Property as a result extent caused by the negligence or willful misconduct of such activities. Buyer shall not permit any claims Seller or liens of any kind against the Property for inspectionsits agents or representatives, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect indemnify against and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityclaim, damageliabilities, cost or expense incurredcosts, directly or indirectly, by Seller, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all costs and expenses incurred by such parties to enforce this Section, (including reasonable attorneys’ fees whether actually incurred), damages or injuries arising out of or resulting from the inspection of the Property by Buyer or its agents or representatives; provided, however, that Buyer shall have no liability with respect to the mere discovery of any lawsuit hazardous materials or arbitration is commenced in connection with contamination revealed by Buyer’s inspections and investigations pursuant to the terms of this Agreement. Buyer further agrees to repair any damage caused by such inspections and to restore the Property to its condition prior Notwithstanding anything to the inspection. This provision contrary in this Agreement, such obligation to indemnify and hold harmless Seller and the other obligations of Buyer under this Section 3.5 shall survive the Closing Date and or any termination of this ContractAgreement. All inspections shall occur at reasonable times agreed upon by Seller and Buyer and/or their agents may and shall be conducted so as not enter upon to interfere unreasonably with use of the Property by Seller or its tenants. As part of its investigation of the Property, Buyer shall have the right to provide to Seller in writing a list of those Service Contracts which Buyer does not elect to assume at Closing and, to the extent such Service Contracts are terminable on less than thirty (30) days’ notice without first obtaining payment, Seller shall use commercially reasonable efforts to terminate such Service Contracts as of Closing. In connection with its investigation of the Property during the Property Inspection Period, Buyer may inspect the Property in a non-invasive manner at Buyer’s expense for the presence of any Hazardous Substances, and shall upon Seller’s written authorization request (and provided Seller reimburses Buyer for any costs of such reports) furnish to do soSeller copies of any reports received by Buyer in connection with any such inspection. If Buyer desires to perform any invasive testing, to such testing shall be granted upon permitted or denied in Seller’s sole discretion. For purposes hereof, Buyer agrees and Seller agree that it (i) a “Phase I Environmental Site Assessment” shall cause all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports or other work to have liability insurance in an amount reasonably acceptable to be a non-intrusive test hereby approved by Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming (ii) Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to (1) perform all enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on as Purchaser may reasonably require to assess the condition of the Real Property and to be satisfied as to its condition prior to entering into this Contractcompliance with laws; and provided, however, that (2i) to review all property information and due diligence materials with respect to the Propertyany activities by or on behalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any material manner whatsoever; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all clams, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all costs and expenses incurred by such parties to enforce this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement. Buyer further agrees to repair any damage caused by such inspections and to restore the Property to its condition prior Agreement to the inspectioncontrary, Purchaser shall not have the right to undertake any environmental studies or tests beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.
(B) Purchaser shall have until August 31, 1998 (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property and the Assets located thereon are suitable and satisfactory, to Purchaser and can be used for Applebee's franchise restaurants. This provision In the event Purchaser shall survive determine that the Closing Date Real Property and the Assets located thereon are not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to terminate this Agreement by giving written notice to Seller on or before the Due Diligence Date. If Purchaser does not terminate this Agreement in accordance with this Section 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less the $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Such insurance shall be written on an "occurrence" basis, and shall be maintained in force until the earlier of (i) the termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do soconclusion of all Purchaser's Activities, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.(ii)
Appears in 1 contract
Property Inspection. (a) It is Purchaser acknowledges and confirms that, throughout the Buyer’s sole responsibility to (1) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on the Property and to be satisfied as to its condition period prior to entering into this Contractsubmitting its offer, Purchaser has been afforded the opportunity to inspect, examine and survey the Real Property. Between the date hereof and the Closing Date, Purchaser and its representatives may further inspect, examine or survey the Real Property with Seller’s prior approval and at dates and times scheduled in advance with Seller. Notwithstanding the foregoing, it is specifically understood that (i) Purchaser will not have access at any time to the Real Property except with Seller’s prior approval and in the company of a representative of Seller; and (2ii) Purchaser's obligation to review all property information and due purchase the Real Property is not contingent upon any further inspections or diligence materials with respect to the Property, including, without limitation, the Disclosure Statements, prior to entering into this Contract; and (3) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental laws, building ordinances, zoning, health & safety codes, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Real Property at Buyer’s requestand/or with Purchaser being satisfied with the conditions of the Real Property. Buyer Xxxxxxxxx agrees to defend, indemnify, protect indemnify and hold SellerSeller harmless for, Auctioneer and Broker harmless from and against any liabilityloss, damagecost, cost claim, damage or expense incurred, directly or indirectly, by Seller, Auctioneer or Broker Seller as a result of Buyer’s Purchaser's inspection, examination or survey of the Real Property, either prior to, on on, or after the date hereof.
(b) It is specifically understood by all parties hereto that (i) Purchaser shall not be permitted to test any equipment or take samples of soil, groundwater or other water, air or building materials or conduct any Phase II or other invasive environmental testing (including any subsurface drillings or inspections on the Real Property), and (ii) any environmental firm selected to perform Phase I studies shall be independent of and not affiliated with Seller, Purchaser or either of their lenders for this transaction. This indemnity includes Prior to the indemnified parties’ right Closing, Purchaser shall make no written or oral inquiries, requests, demands, or other solicitations of any governmental agencies for information concerning the environmental condition of the Real Property, except (i) under any applicable freedom of information laws and (ii) disclosure of information or events (including any release) required to recover all costs and expenses incurred be disclosed by such parties to enforce this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced in connection with this Agreementapplicable law. Buyer further Xxxxxxxxx agrees to repair indemnify and hold Seller harmless for, from and against any loss, cost, claim, damage caused or expense incurred, directly or indirectly, by Seller as a result of Purchaser's inspection, examination or survey of the Real Property regardless of when such inspections and to restore the Property to its condition prior to the inspection. This provision shall survive the Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports examination or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closingsurvey occurred.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Leased Real Property for the purposes of inspecting the Leased Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Leased Real Property; provided, however, that (1i) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Leased Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Leased Real Property (hereinafter called "Purchaser's Activities") shall not damage the Leased Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor; (ii) in the event the Leased Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Leased Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result in connection with any Purchaser's Activities. Notwithstanding any provision of Buyer’s inspectionthis Agreement to the contrary, examination Purchaser shall not have the right to undertake any environmental studies or survey testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and the lessor of any Leased Real Property, either prior to, on or .
(B) Purchaser shall have until the date which is the later of (i) thirty days after the date hereofof this Agreement or (ii) fifteen days following receipt of the documents referred to in Section 4.12 (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Assets are suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants. This indemnity includes In the indemnified parties’ event Purchaser shall determine that the Assets are not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to recover all costs and expenses incurred terminate this Agreement by such parties giving written notice to enforce Seller on or before the Due Diligence Date. If Purchaser does not terminate this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced Agreement in connection accordance with this AgreementSection 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Leased Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Buyer further agrees to repair any damage caused by such inspections Such insurance shall be written on an "occurrence" basis, and to restore shall be maintained in force until the Property to its condition prior to earlier of (i) the inspection. This provision shall survive the Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.(ii)
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Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (1i) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of .
(B) Purchaser shall have until the Property, either prior to, on or date which is thirty days after the date hereofof this Agreement (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property is suitable and satisfactory to Purchaser and can be used for Applebee's franchise Restaurant. This indemnity includes In the indemnified parties’ event Purchaser shall determine that the Real Property is not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to recover all costs and expenses incurred terminate this Agreement by such parties giving written notice to enforce Seller on or before the Due Diligence Date If Purchaser does not terminate this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced Agreement in connection accordance with this Agreement. Buyer Section 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further agrees right to repair terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any damage caused entry by such inspections and to restore the Property to its condition prior to the inspection. This provision shall survive the Closing Date and Purchaser or any termination of this Contract. Buyer and/or their agents may not enter upon the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause all contractors, agents and other inspectors who enter Purchaser's Designees onto the Property to conduct the inspectionsReal Property, surveysPurchaser shall: (i) procure a policy of commercial general liability insurance, reports or other work to have liability insurance in issued by an amount insurer reasonably acceptable satisfactory to Seller, and shall provide Auctioneer and Broker or Seller covering all Purchaser's Activities, with a certificate single limit of liability insurance(per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each evidencing that such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.insurance is in force
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Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (1i) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result in connection with any Purchaser's Activities. Notwithstanding any provision of Buyer’s inspectionthis Agreement to the contrary, examination Purchaser shall not have the right to undertake any environmental studies or survey testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property, either prior to, on or .
(B) Purchaser shall have until the date which is sixty (60) days after the date hereofof this Agreement (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property is suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants and to review information provided by Seller under Section 4.6. This indemnity includes In the indemnified parties’ event Purchaser shall determine that the Real Property is not reasonably suitable and satisfactory to Purchaser or that the information received will materially adversely affect the financial condition, assets, liabilities, business, prospects or operations of the Business, Purchaser shall have the right to recover all costs and expenses incurred terminate this Agreement by such parties giving written notice to enforce Seller on or before the Due Diligence Date. If Purchaser does not terminate this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced Agreement in connection accordance with this AgreementSection 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Buyer further agrees to repair any damage caused by such inspections Such insurance shall be written on an "occurrence" basis, and to restore shall be maintained in force until the Property to its condition prior to earlier of (i) the inspection. This provision shall survive the Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.(ii)
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Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (1i) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result in connection with any Purchaser's Activities. Notwithstanding any provision of Buyer’s inspectionthis Agreement to the contrary, examination Purchaser shall not have the right to undertake any environmental studies or survey testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property, either prior to, on or .
(B) Purchaser shall have until the date which is thirty days after the date hereofof this Agreement (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property is suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants. This indemnity includes In the indemnified parties’ event Purchaser shall determine that the Real Property is not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to recover all costs and expenses incurred terminate this Agreement by such parties giving written notice to enforce Seller on or before the Due Diligence Date If Purchaser does not terminate this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced Agreement in connection accordance with this Agreement. Buyer Section 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further agrees right to repair terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any damage caused entry by such inspections and to restore the Property to its condition prior to the inspection. This provision shall survive the Closing Date and Purchaser or any termination of this Contract. Buyer and/or their agents may not enter upon the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause all contractors, agents and other inspectors who enter Purchaser's Designees onto the Property to conduct the inspectionsReal Property, surveysPurchaser shall: (i) procure a policy of commercial general liability insurance, reports or other work to have liability insurance in issued by an amount insurer reasonably acceptable satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Such insurance shall be written on an "occurrence" basis, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.be maintained in force until the
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Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property; provided, however, that (1i) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, any activities by or otherwise) on the Property and to be satisfied as to its condition prior to entering into this Contract; and (2) to review all property information and due diligence materials with respect to the Propertybehalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property is altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result of Buyer’s inspection, examination or survey of the Property, either prior to, on or after the date hereof. This indemnity includes the indemnified parties’ right to recover all costs and expenses incurred by such parties to enforce this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement. Buyer further agrees to repair any damage caused by such inspections and to restore the Property to its condition prior Agreement to the inspectioncontrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.
(B) Purchaser shall have until 45 days following the signing of this Agreement (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property is suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants. This provision In the event Purchaser shall survive determine that the Closing Real Property is not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to terminate this Agreement by giving written notice to Seller on or before the Due Diligence Date If Purchaser does not terminate this Agreement in accordance with this Section 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Such insurance shall be written on an "occurrence" basis, and shall be maintained in force until the earlier of (i) the termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive (ii) Closing.
(D) Purchaser acknowledges that Seller may deliver to Purchaser certain documents and information in possession of Seller or Seller's agents with regard to the Real Property (hereinafter called the "Due Diligence Materials"). The Due Diligence Materials will be provided to Purchaser without any representation or warranty of any kind or nature whatsoever and are merely provided to Purchaser for Purchaser's informational purposes. Until Closing, Purchaser and Purchaser's Designees shall maintain all Due Diligence Materials as Confidential Information.
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Property Inspection. a(A) It is Between the Buyer’s sole responsibility date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to (1) perform all inspections (physical, legal, economic, environmental, archeological, geological, pest, or otherwise) on enter the Real Property for the purposes of inspecting the Real Property and the other tangible Assets, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to be satisfied as to its assess the condition prior to entering into this Contractof the Real Property and the other tangible Assets; and provided, however, that (2i) to review all property information and due diligence materials with respect to the Propertyany activities by or on behalf of Purchaser, including, without limitation, the Disclosure Statementsentry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property or other Assets are altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property or other Assets to the condition existing prior to entering into this ContractPurchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (3iv) to independently verify any information it deems important including information available in public records; and (4) to inquire of public officials as to the applicability of and compliance with land use and environmental lawsPurchaser shall indemnify, building ordinances, zoning, health & safety codesdefend, and any other local, state or federal laws and regulations.
b) Buyer shall be responsible for the costs of all inspections, surveys, engineering reports, environmental studies, including, but not limited to, lead-based paint tests, or for any other work performed at Buyer’s request and Buyer shall pay for any damage which occurs to the Property as a result of such activities. Buyer shall not permit any claims or liens of any kind against the Property for inspections, surveys, engineering reports, or for any other work performed on the Property at Buyer’s request. Buyer agrees to defend, indemnify, protect and hold Seller, Auctioneer and Broker Seller harmless from and against any liabilityand all claims, damageliabilities, cost damages, losses, costs, and expenses of any kind or expense incurrednature whatsoever (including, directly without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or indirectlysustained by Seller as a result of, by Sellerreason of, Auctioneer or Broker as result in connection with any Purchaser's Activities. Notwithstanding any provision of Buyer’s inspectionthis Agreement to the contrary, examination Purchaser shall not have the right to undertake any environmental studies or survey testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property, either prior to, on or .
(B) Purchaser shall have until the date which is 45 days after the date hereofof this Agreement (hereinafter called the "Due Diligence Date"), to perform such investigations, examinations, tests and inspections as Purchaser shall deem necessary or desirable to determine whether the Real Property is suitable and satisfactory to Purchaser and can be used for Applebee's franchise restaurants. This indemnity includes In the indemnified parties’ event Purchaser shall determine that the Real Property is not reasonably suitable and satisfactory to Purchaser, Purchaser shall have the right to recover all costs and expenses incurred terminate this Agreement by such parties giving written notice to enforce Seller on or before the Due Diligence Date. If Purchaser does not terminate this Section, including reasonable attorneys’ fees whether any lawsuit or arbitration is commenced Agreement in connection accordance with this AgreementSection 7.1(b) on or before the Due Diligence Date, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 7.1(b).
(C) Prior to any entry by Purchaser or any of Purchaser's Designees onto the Real Property, Purchaser shall: (i) procure a policy of commercial general liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Purchaser's Activities, with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance, evidencing that such insurance is in force and effect, and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser's Activities. Buyer further agrees to repair any damage caused by such inspections Such insurance shall be written on an "occurrence" basis, and to restore shall be maintained in force until the Property to its condition prior to earlier of (i) the inspection. This provision shall survive the Closing Date and any termination of this Contract. Buyer and/or their agents may not enter upon Agreement and the Property without first obtaining Seller’s written authorization to do so, to be granted upon Seller’s sole discretion. Buyer agrees that it shall cause conclusion of all contractors, agents and other inspectors who enter onto the Property to conduct the inspections, surveys, reports Purchaser's Activities; or other work to have liability insurance in an amount reasonably acceptable to Seller, and shall provide Auctioneer and Broker or Seller with a certificate of liability insurance, naming Seller, Broker and Auctioneer as additional insureds, for their review and approval prior to Buyer’s and each such contractor, agent or inspector’s entry onto the Property. This provision shall survive Closing.(ii)
Appears in 1 contract
