Property Review. Beginning on the Effective Date and continuing until the expiration of the Contingency Period, Seller shall have given Buyer an opportunity to conduct its due diligence review, investigation and analysis of the Property (the “Due Diligence Review”) independently or through agents of Buyer's own choosing, and Buyer shall have completed and shall be satisfied, in Buyer’s sole and absolute discretion, with Buyer’s Due Diligence Review, which may include, but shall not necessarily be limited to, Buyer’s review, investigation and analysis of: (i) all of the Documents; (ii) the physical condition of the Property; (iii) the adequacy and availability at reasonable prices of all necessary utilities, including, without limitation, the services necessary to operate the Improvements for Buyer’s intended use of the Property; (iv) the adequacy and suitability of applicable zoning and Approvals; (v) the Leases and the obligations from and to the tenants thereunder; (vi) market feasibility studies; and (vii) such tests and inspections of the Property as Buyer may deem necessary or desirable.
Property Review. Donee shall keep the Property lien free and shall immediately discharge and remove any liens placed thereon based upon the actions of Donee or any party acting under or on behalf of Donee.
Property Review. On or before the expiration of the Contingency Period, Seller shall have given Buyer an opportunity to conduct its due diligence review, investigation and analysis of the Property (the “Due Diligence Review”) independently or through agents of Buyer’s own choosing, and Buyer shall have completed and shall be satisfied, in Buyer’s sole and absolute discretion, with Buyer’s Due Diligence Review, which may include, but shall not necessarily be limited to, Buyer’s review, investigation and analysis of: (i) all of the Documents; (ii) the physical condition of the Property; (iii) the adequacy and availability at reasonable prices of all necessary utilities, including, without limitation, the services necessary to operate the Improvements for Buyer’s intended use of the Property; (iv) the adequacy and suitability of applicable zoning and Approvals; (v) market feasibility studies; and (vi) such tests and inspections of the Property as Buyer in its sole and absolute discretion may deem necessary or desirable. Buyer understands and agrees that any on-site inspections of the Property shall occur only during the Due Diligence Period at reasonable times agreed upon by Seller and Buyer after forty-eight (48) hours prior notice to Seller and shall be conducted so as not to interfere unreasonably with the use and operation of the Property by any occupants of the Property. Seller reserves the right to have a representative present during any such investigation. Incident to the execution of this Agreement, and prior to any entry upon the Property, Buyer shall deliver to Seller a Certificate of Insurance evidencing commercial general liability coverage of One Million ($1,000,000.00), for Buyer’s inspection activities on the Property naming Seller, any affiliate of Seller that is in occupancy of any portion of the Property (an “Affiliated Occupant”) and any Seller’s lender as additional named insureds thereunder. Buyer hereby agrees to defend, protect, indemnify and hold harmless Seller and, as the case may be, its partners, trustees, shareholders, directors, members, officers, employees, occupants, lenders and agents, from and against all costs, claims, personal injuries and property damage resulting from Buyer’s inspections of the Property pursuant to this Agreement or in any manner relating to such entry and such activities; provided, however, such indemnity shall not extend to protect the Seller from any pre-existing liabilities for matters merely discovered by Buyer (i.e...
Property Review. On or before the expiration of the Contingency Period, Buyer shall have completed and shall be satisfied, in Buyer’s sole and absolute discretion, with Buyer’s due diligence review, investigation and analysis of the Property (the “Due Diligence Review”), which may include, but shall not necessarily be limited to, Buyer’s review, investigation and analysis of: (i) all of the Documents; (ii) the physical condition of the Property; (iii) the adequacy and availability at reasonable prices of all necessary utilities; (iv) the adequacy and suitability of applicable zoning and Approvals; (v) the Leases and the obligations from and to the tenants thereunder; (vi) market feasibility studies; and (viii) such tests and inspections of the Property as Buyer may deem necessary or desirable.
Property Review. The Due Diligence Period shall be extended from July 26, 2024 until to 5 PM on August 13, 2024.
Property Review. (a) Seller shall allow Purchaser access to examine title and such documents as listed in Article VIII(a) which relate to the Assets at Seller's office in Lafayette, Louisiana. Seller, however, will be under no obligation to bring supplemental abstracts up to date. Purchaser shall notify Seller not later than 12:00 o'clock noon, central time, August 20, 2001, of any defects in title or percentage interest, which are discovered by Purchaser. Any such notice of defect must specify with particularity the title defect(s) complained of and the minimum curative action which Purchaser would consider appropriate to rectify or cure such defect(s). THE ABSENCE OF SUCH NOTICE SHALL BE DEEMED A WAIVER OF SUCH DEFECTS, IF ANY, BY PURCHASER. Upon timely receipt of a notice of defect, if any, Seller may, at its discretion, take any steps it believes are reasonable in attempting to eliminate such defects, but Seller shall not be obligated to cure any alleged defect. If any defects in title are specified or noted by Purchaser, the following provisions shall apply, to-wit:
(i) Seller shall have a period of one hundred eighty (180) days following Closing within which to cure any title defect of which Purchaser has given written notice under this paragraph. If Seller is unable or for any reason elects not to cure such defect within said period, then Purchaser shall receive an adjustment to the Purchase Price equal to the proportionate value allocated to the specific property affected by such title defect (the "Defect Value"), reduced by any revenue received by or paid to Purchaser or its successor or assignee with respect to that specific property during such one hundred eighty (180) day period (the "Adjusted Defect Value") and, at Purchaser's Option, (1) Purchaser shall convey or assign, or cause to be conveyed or assigned, said property to Seller, free and clear of any lien, claim, cloud or encumbrance caused or created subsequent to Closing or (2) Purchaser shall retain such property notwithstanding the defect. In the event that Seller has not cured a title defect at the time the State Mineral Board approves the Assignment of the Subject Lease from Seller to Purchaser, then an amount equal to the Defect Value of the property affected by such title defect shall be retained in the Escrow Account and shall be deducted from the amount paid to Seller out of the Escrow Account. The Defect Value retained in the Escrow Account shall be released to Seller at such time, if ever, as t...
Property Review. City shall keep the Property lien free and shall immediately discharge and remove any liens placed thereon based upon the actions of the City or any party acting under or on behalf of the City.
Property Review. Commencing on the Effective Date and continuing until each applicable Closing, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon reasonable notice to the applicable Seller with a representative of the applicable Seller present at the applicable parcel of the Property, and upon appropriate notice to tenants as permitted or required under the Leases for such parcel, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that (i) Purchaser must give the applicable Seller twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain the applicable Seller’s prior written consent (which consent may be given, withheld or conditioned in the applicable Seller’s reasonable discretion), and (ii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.9 below. Purchaser shall bear the cost of all such inspections or tests. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may meet with any tenant; provided, however, Purchaser must contact the applicable Seller at least twenty-four (24) hours in advance by telephone or fax to inform the applicable Seller of Purchaser’s intended meeting and to allow the applicable Seller the opportunity to attend such meeting if the applicable Seller desires. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, Purchaser must contact the applicable Seller at least twenty-four (24) hours in advance by telephone or fax to inform the applicable Seller of Purchaser’s intended meeting and to allow the applicable Seller the opportunity to attend such meeting if the applicable Seller desires. Notwithstanding the foregoing, each Seller consents to Purchaser contacting the applicable governmental authorities for purposes of obtaining a zoning letter for each applicable parcel of the Property.
Property Review. On or before the expiration of the Contingency Period, Seller shall have given Buyer an opportunity to conduct its due diligence review, investigation and analysis of the Property (the “Due Diligence Review”) independently or through agents of Buyer’s own choosing, and Buyer shall have completed and shall be satisfied, in Buyer’s sole and absolute discretion, with Buyer’s Due Diligence Review, which may include, but shall not necessarily be limited to, Buyer’s review, investigation and analysis of; (i) all of the Documents; (ii) the physical condition of the Property including all buildings, structures, and mechanical systems; (iii) the adequacy and availability at reasonable prices of all necessary utilities, including, without limitation, the services necessary to operate the Improvements for Buyer’s intended use of the Property; (iv) the adequacy and suitability of applicable zoning, building codes, permits, certificates of occupancy, current uses of the building and and Approvals; (v) market feasibility studies and a commercial real estate appraisal; and (vi) such tests and inspections of the Property as Buyer may deem necessary or desirable.
Property Review. The Purchaser shall have a period of fifteen (15) days from the Effective Date to inspect the Property at its sole cost (the “Property Inspection”). The Purchaser shall not be permitted, however, to perform any environmental, structural or other testing of any kind during the Property Inspection. The State shall provide reasonable access to the Property to the Purchaser, its agents, contractors and employees during this period for this purpose. Nevertheless, the Purchaser expressly acknowledges that the Property Inspection is for the Purchaser’s informational use only and none of the results obtained or conditions discovered at the Property shall permit the Purchaser under any circumstances whatsoever to terminate this or otherwise fail to comply with the terms of this Agreement.
