Purchaser's Inspection Clause Samples
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Purchaser's Inspection. A. During the Review Period and thereafter during the term of this Agreement, upon reasonable prior notice to Seller and subject to the provisions herein, Purchaser shall have the right to diligently and thoroughly inspect the Property, and to hire such experts as Purchaser may deem necessary to thoroughly evaluate and analyze the Property and Property Conditions, including contractors, engineers, soils analysts, pest control specialists and the like, all at Purchaser’s expense so long as such activities do not unreasonably interfere with Seller’s or any tenant’s use of the Property.
B. During the Review Period and thereafter during the term of this Agreement, upon reasonable prior notice to Seller and subject to the provisions herein, Purchaser and its agents and employees, at Purchaser’s sole risk and expense, shall have the right to enter upon the Property during normal business hours for testing, surveying, engineering and other reasonable inspection purposes, including testing for asbestos in all vacant spaces (“Tests”). All such activities shall be conducted in such a fashion so as not to unreasonably interfere with the rights or property of any tenants or others with any possessory interest in any part of any portion of the Property. Purchaser will cooperate with and adhere to all tenant notice requirements that affect the timing of all such activities. Without the prior written consent of Seller, Purchaser covenants with Seller that Purchaser shall not contact (i) any tenant of space in the Property, (ii) Seller’s property manager, or (iii) any leasing agent of Seller with respect to space in the Property. In any event, even after Purchaser receives Seller’s consent, any such contact made by Purchaser shall simultaneously include Seller (i.e. simultaneous copy to Seller on emails or other correspondence, joinder of an authorized representative of Seller in any telephone calls and presence of an authorized representative of Seller at meetings), unless Seller waives such simultaneous contact in writing in advance of any such Purchaser contact. Notwithstanding anything herein to the contrary, Seller may, at any time and at Seller’s sole and absolute discretion, withdraw and revoke its previously provided consent should Purchaser fail to strictly Agreement of Purchase and Sale 1751891_4 adhere to the specifications set forth herein whereupon Purchaser shall have no further right to contact any party at or relating to the Property in any manner whatsoev...
Purchaser's Inspection. Purchaser has inspected the Purchased Assets, acknowledges the quantity and condition of the Purchased Assets, and acknowledges that no further inspection or due diligence is a condition to complete the transactions contemplated hereby. Purchaser acknowledges that it is purchasing the Assets on an “as is, where is” basis, with no representations or warranties of any kind except as specifically set forth in Article 7. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in Article 7 hereof. Purchaser further represents that neither Sellers nor any of their affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellers, the Sellers’ Business, the Purchased Assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the Sellers, any of their affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Sellers relating to the Purchased Assets or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Purchased Assets and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Purchased Assets and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.
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 11 3.3. Condition of the Property 13 3.4. Title and Survey 14 3.5. Operating Agreements 14 3.6. Termination of Agreement 15 3.7. Confidentiality 15
Purchaser's Inspection. Sellers by their agent, ▇▇▇▇. ▇. ▇▇▇▇▇▇▇ & 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. Purchaser and Purchaser's agents are hereby granted a license, for a period of thirty (30) calendar days following the Opening of Escrow (the "Feasibility Period"), to enter upon and inspect the Property and all improvements, fixtures, equipment and personal property located thereon or affixed thereto. Seller agrees to cooperate with Purchaser and Purchaser's agents in connection with such inspection, and to make available for Purchaser's inspection and copying (any copying to be at Purchaser's expense) all of Seller's books and records, appraisals, building plans and specifications, soils reports, engineering studies, environmental reports and other materials in Seller's possession relating to the Property. Seller further understands that Purchaser or Purchaser's representatives may contact the Tenant (and/or any guarantor of the Lease) during the Feasibility Period in an effort to obtain financial information concerning the Tenant (and/or any guarantor of the Lease), and Seller has no objection to such efforts by Purchaser or Purchaser's representatives. Purchaser shall repair any damage to the Property, and shall defend, indemnify and hold Seller, its shareholders, directors, officers, employees and agents harmless from and against any and all claims, suits, judgments, losses, damages or liabilities of any nature (including without limitation reasonable attorneys fees and costs of suit) directly arising from the entry upon the Property by Purchaser, its employees, agents, independent contractors and consultants.
Purchaser's Inspection. Upon Receipt of Equipment
Purchaser's Inspection. Purchaser shall be under no obligation to unpack or inspect the merchandise before resale thereof. Vendor shall be responsible for the consequences of negligent manufacture and packaging and for the consequences of negligent handling prior to the point where Purchaser assumes ownership.
Purchaser's Inspection. Purchaser acknowledges that it has examined the business being conveyed and, in entering into this Agreement, relies solely on its own investigation of the "NEW WORLD COFFEE" facility and business. In connection therewith, Purchaser understands that the results of the operation of the business as a company or other Purchaser owned and operated "NEW WORLD COFFEE" businesses may not be indicative of the results which may be expected under Purchaser's operation. Neither Seller nor New World Coffee & Bagels, Inc. specially make any representation whatsoever concerning the success of the business or any future profits to be derived from the Purchaser's operation of a business on the Premises.
Purchaser's Inspection. Prior to the end of the Inspection Period, Purchaser will have had a full and complete opportunity to conduct such investigations, examinations, inspections and analyses of the Property as Purchaser, in its absolute discretion, may deem appropriate. Purchaser acknowledges that, except for Seller's representations and warranties expressly set forth in paragraphs 8A and 10 (the "Seller Representations"), Purchaser has not relied upon any statements, representations or warranties by Seller or any agent of Seller.
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.