Purchaser's Inspection. Purchaser shall have a period of sixty-five (65) calendar days from the Effective Date, which period may be extended in accordance with Sections 3.03, 6.01(j) and 6.02(b) hereof (the "Inspection Period"), during which to obtain suitable financing and conduct such feasibility studies, including Phase I environmental studies, as Purchasers deem appropriate in an effort to determine whether or not to proceed with the Closing of the Transactions contemplated by this Agreement. Purchasers shall indemnify and hold Seller harmless from and against any and all claims, liabilities, and damages arising as a direct result of Purchasers' presence on the Real Property or the conduct of such studies and the foregoing indemnity shall expressly survive the closing or earlier termination of this Agreement. In the event Purchasers determine in their sole and absolute discretion that they do not wish to proceed with Closing, Purchasers may terminate this Agreement pursuant to Section 10.11(a) by giving written notice thereof to Seller on or prior to the expiration of the Inspection Period, in which event this Agreement shall automatically terminate, and the Earnest Money (less $100) shall be returned to Parent Purchaser in accordaxxx xxxh Section 2.07(b). If Purchasers terminate this Agreement prior to the expiration of the Inspection Period, Purchasers shall have no liability under this Agreement as a result of such termination except as herein provided. Purchasers agree that, having had the opportunity to inspect the Assets for defects and having had the right to terminate this Agreement in the event any defects are found, Purchasers will accept at Closing the Assets in an "as is, where is" condition, and Purchasers acknowledge that, other than as may be expressly set out herein, Seller is not making any representations or warranties with respect to the physical condition of the Assets.
Purchaser's Inspection. AND REVIEW RIGHTS 10 3.1. Due Diligence Inspections 10 3.2. Seller’s Deliveries to Purchaser; Purchaser’s Access to Seller’s Property Records 12 3.3. Condition of the Property 13 3.4. Confidentiality 14
Purchaser's Inspection. Sellers by their agent, Xxxx. X. Xxxxxxx & Sons, Inc., and Purchaser are parties to a certain Real Estate Access and Inspection Agreement dated March 4, 2022 (the "Access Agreement"). Subject to this Section 3, the terms and conditions of the Access Agreement are incorporated herein and are binding on Purchaser and Sellers as if Sellers had executed the Access Agreement on their own behalf (rather than through their agent). Sellers hereby ratify the Access Agreement. Notwithstanding anything in the Access Agreement to the contrary, Sellers and Purchaser hereby agree that: (i) although this Agreement constitutes a Definitive Agreement (as that term is defined in the Access Agreement), this Agreement does not supersede the Access Agreement, but instead incorporates the terms and conditions of the Access Agreement herein; (ii) Sellers hereby waive their right to terminate the Access Agreement (including, without limitation, pursuant to Section 4 thereof) unless this Agreement is terminated as provided herein; and (iii) Purchaser and its Representatives (as defined in Section 1 of the Access Agreement) shall have the rights granted to Purchaser and its Representatives pursuant to the Access Agreement (including, without limitation, the right to access the Properties pursuant to Section 1 of the Access Agreement) through Closing or any termination of this Agreement.
Purchaser's Inspection. 4.1 Deliveries by Seller 4.2 Access to the Property
Purchaser's Inspection. Agents Purchaser may, upon giving prior written notice to Contractor, cause any representative, consultant or agent designated by Purchaser to conduct the Acceptance inspection pursuant to this Article 11 in whole or in part; provided, however, that the provisions of Article 7 and Article 8.5 shall apply to any such representative, consultant or agent and representative, consultant or such agent shall comply with Contractor's safety and security regulations.
Purchaser's Inspection. At Purchaser's expense, Purchaser may have the Property and all elements and systems inspected by one or more professionals of Purchaser's choice. Purchaser shall specifically identify in this Agreement any desired inspections which may include testing or removal of any portion of the Property due to the possible presence of any environmentally hazardous substance or condition. If an inspection shows a material defective condition in the Property, Purchaser may terminate the transaction by delivery to Seller of a written notice of Purchaser's disapproval of the inspection report by the date stated in Section 3.3. Purchaser understands that if Purchaser does not disapprove of an inspection report in writing within the time provided, that constitutes acceptance of the condition of the Property.
Purchaser's Inspection. By execution hereof, Purchaser confirms that it has conducted such inspection of the Property as Purchaser requires, including, by way of example but not limitation, the soil, ground water, and other components of the Property and Purchaser has undertaken and satisfied itself as to all other conditions and evaluations as Purchaser has determined relevant in its sole discretion, at Purchaser’s sole option and expense and Purchaser has satisfied and waived any objections to the condition of the Property existing as of the date hereof. Accordingly, from and after the Effective Date the parties will proceed to closing in accordance with the terms of this Agreement. During the term hereof, Purchaser and/or its agent shall have the right to enter upon the Property for purposes of such inspections and evaluations. During the period that is thirty (30) days before the anticipated Closing, Purchaser shall have the right to reinspect the Property and to otherwise confirm that the Property is in the same condition as existed on the date hereof.
Purchaser's Inspection. During the period prior to the Inspection Contingency Date Purchaser will have the opportunity to inspect the Property and to become fully familiar with the physical condition and repair thereof. If Purchaser satisfies or waives the contingencies set forth in Section 5, then Purchaser shall be conclusively deemed to have accepted the Property "AS IS", with all faults.
Purchaser's Inspection. Following the Acceptance Date and prior to the Due Diligence Date, the Purchaser and its employees, contractors and agents may, upon two (2) days' written notice to the Vendor, enter upon the Property during normal business hours for the purpose of carrying out survey work, soil tests, engineering tests and any other work or inspection as the Purchaser may consider necessary, including, without limitation, a Phase I and/or Phase ll Environmental Site Assessment, provided however that the Purchaser shall:
(a) indemnify and save harmless the Vendor from and against all costs, expenses, losses, claims, damages and/or liabilities arising from the Purchaser's inspections and testings of the Property;
(b) promptly repair any damage resulting from any such inspections and testings;
(c) fully comply with all laws, by-laws, ordinances, and regulations in connection with such inspections and testings;
(d) shall not permit any inspections, investigations or other due diligence activities that results in liens, judgements or other encumbrances relating to the Property, whether registered or not (including, without limitation, work orders or deficiency notices), and shall, and its own expense, promptly and fully rectify the matter, including the discharge of any such liens or encumbrances; and
(e) promptly following termination of this Agreement for any reason, provide the Vendor with copies of any inspection reports and studies prepared by third parties in connection with the Purchaser's inspections and due diligence.
Purchaser's Inspection. PURCHASER DECLARES THAT HE IS BUYING THE REAL ESTATE UPON HIS OWN EXAMINATION AND JUDGMENT AND NOT BY REASON OF ANY REPRESENTATION MADE TO PURCHASER BY SELLER, OR AGENT FOR SELLER, AS TO ITS CONDITION, SIZE, LOCATION, VALUE, FUTURE VALUE OR INCOME THEREFROM. PURCHASER FURTHER ACCEPTS PROPERTY IN “AS IS” CONDITION INCLUDING, BUT NOT LIMITED TO, ROOF, PLUMBING, ELECTRICAL, AND ALL MECHANICAL EQUIPMENT. AGENT DOES NOT WARRANT THE SQUARE FOOTAGE OF ANY PROPERTY BEING
