Purchasers Inspection and Review Rights. Commencing on the Effective Date of this Agreement and subject to the rights of the Tenants (as hereinafter defined), Purchaser and its agents, engineers, or representatives (collectively, “Purchaser Representatives”), with Seller's good faith cooperation, shall have the privilege (subject to the rights of Tenants or other occupants of the Property and without disturbing the same) of going upon the Land and Improvements (“Real Property”) as needed to inspect, examine, test, and survey the Real Property at all reasonable times and from time to time. Purchaser understands and agrees that any on-site inspection shall be conducted on at least 24 hours prior written notice to Seller and, at Seller's option in its sole discretion, in the presence of Seller or its representative. Such privilege shall not include the right to make borings and other invasive tests, unless approved by Seller in its sole discretion. Purchaser shall maintain or shall cause to be maintained at all times during its entry upon the Real Property, commercial general liability insurance with limits of not less than Two Million and No/100 Dollars ($2,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Real Property, whether or not Seller holds other policies of insurance. A certificate issued by the insurance carrier of such policy shall be delivered to Seller prior to entry upon the Real Property by Purchaser or its agents, engineers or representatives. Purchaser hereby agrees to indemnify and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege (but excluding any liability arising out of the pre-existing environmental condition of the Real Property or the presence of toxic or hazardous substances thereon (unless such condition is exacerbated by a Purchaser Representative), and Purchaser further agrees to repair any damage to the Real Property caused by the exercise of such privilege. Such obligation to indemnify and hold harmless Seller shall survive any termination of this Agreement or the Closing (and shall not be merged therein). Prior to the Effective Date, Seller shall deliver to Purchaser a copy of (or otherwise make available to Purchaser for inspection) all material books, records, and files relating to the operation of the P...
Purchasers Inspection and Review Rights. (a) Commencing on the Effective Date of this Agreement and subject to the rights of the Tenants (as hereinafter defined), Purchaser and its agents, engineers, or representatives, with Seller’s full cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property. Purchaser must provide Seller with at least twenty-four (24) hours’ prior notice (which notice may be made by telephone, facsimile or e-mail) of Purchaser’s desire to enter onto the Property to conduct any such surveys, assessments, studies, tests, inspections or examinations, and all such surveys, assessments, studies, tests, inspections and examinations shall be conducted in the presence of Seller or its representative(s) and at reasonable times. Without limiting the foregoing, prior to any entry to perform physically intrusive testing, Purchaser shall give Seller two (2) business days’ prior notice thereof (which notice may be made by telephone, facsimile or e-mail), including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove the scope and methodology of such proposed testing within such two (2) business day period after receipt of such notice, such approval not to be unreasonably withheld; Seller’s failure to notify Purchaser of its disapproval shall be deemed to be Seller’s disapproval thereof. In addition, Purchaser’s right to conduct the surveys, assessments, studies, tests, inspections and examinations described above shall be subject to the condition that Purchaser shall first have provided Seller with a certificate of insurance evidencing Purchaser’s (or its contractor’s, agent’s or representative’s) procurement of the commercial general liability insurance coverages described below. Purchaser and its employees, agents and representatives shall not contact any Tenant without first obtaining Seller’s prior consent (which consent may be by telephone, facsimile or e-mail).
(b) Purchaser shall maintain or shall cause to be maintained at all times during its entry upon the Property, commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit. Such policy of insurance shall name Seller as an additional insured, and such policy shall be primary with respect to the activities of Purchaser and its agents, engineers or representatives at the Property, whet...
Purchasers Inspection and Review Rights. Subject to the rights of the ---------------------------------------- Tenant, Purchaser and its agents, engineers, or representatives, with Seller's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and upon reasonable prior notice and from time to time. Purchaser hereby agrees to indemnify, defend and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. All such inspections shall be non- destructive in nature and specifically shall not include any physically intrusive testing; provided however, that if Purchaser desires to undertake such intrusive testing, Purchaser shall first obtain Seller's written approval which shall not be unreasonably withheld if Purchaser conducts such testing in accordance with commercially customary standards; and provided further that if Purchaser's Phase I Environmental Report recommends a Phase II investigation, Seller shall be entitled to withhold its consent to such investigation in its sole discretion. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser's agents and representatives, for review and copying, all books, records, and files in Seller's possession relating to the operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property; provided, however, Seller shall not be required to deliver or make available to Purchaser any appraisals, budgets, strategic plans, internal analyses, information regarding the marketing of the Property for sale, attorney and accountant work product or privileged documents and/or other information which would not be relevant in connection with a customary due diligence investigation of a property comparable to the Property. Seller further agrees to provide to Purchaser prior to the date which is five (5) days after the effective date of this Agreement, to the extent the same are in the possession of or under the control of Seller, the most current boundary and "as-built" surveys of the Land and Improvements and any title insurance policies, building inspe...
Purchasers Inspection and Review Rights. Purchaser and its agents, ---------------------------------------- engineers, or representatives, with Seller's *Mutually agreed upon by the parties reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time provided Landlord's or Tenant's construction activities are in no manner impaired by Purchaser. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Upon 24 hour prior notice to Seller, Seller shall make available to Purchaser, or Purchaser's agents and representatives, for review and copying, at a reasonable time, all books, records, and files in Seller's possession relating to the ownership and operation of the Property, but specifically excluding Seller's internal books and records such as budgets and proprietary information, and specifically including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in its review of the books, records, and files relating to the Property. Seller has provided Purchaser with copies of recent surveys of the Land and Improvements and any appraisals, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller.
Purchasers Inspection and Review Rights. Purchaser and its agents, ---------------------------------------- engineers, or representatives, has had the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property. Purchaser hereby agrees to hold Seller and Cinemark harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. Such obligations shall survive any termination of this Agreement. Seller has made available to Purchaser, or Purchaser's agents and representatives, for review and copying, all books, records, files and other information in Seller's possession relating to the ownership and operation of the Property, including, without limitation, any title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property obtained from Cinemark or independently developed by Seller. Seller has provided to Purchaser prior to the date hereof the most current boundary and "as-built" surveys of the Land and Improvements, any title insurance commitments, appraisals, building inspection reports, environmental reports and financial information relating thereto which is in the possession or under the control of Seller.
Purchasers Inspection and Review Rights. Commencing on the effective date of this Agreement and subject to the rights of the Guests (as hereinafter defined), upon giving reasonable advance notice to one of Seller's corporate officers, Purchaser and its agents, engineers, or representatives, with Seller's full cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Purchaser will give 24 hour prior notice to Seller's corporate officers of all persons entering upon the Property. Purchaser shall not interfere with the operations of the hotels located on the Property or annoy or disturb guests of said hotels while conducting such inspections. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege.
Purchasers Inspection and Review Rights. Purchaser and its agents, ---------------------------------------- engineers, or representatives, with Seller's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. Purchaser hereby agrees to hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. At all reasonable times prior to the Closing (as hereinafter defined), Seller shall make available to Purchaser, or Purchaser's agents and representatives, for review and copying, all books, records, and files in Seller's possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in coming to a thorough understanding of the books, records, and files relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is five (5) days after the effective date of this Agreement the most current surveys of the Land and Improvements and any title insurance policies, appraisals, certificates of occupancy, zoning letters, building inspection reports and environmental reports relating thereto and in the possession or under the control of Seller.
Purchasers Inspection and Review Rights. (a) Subject to the rights of the Tenants, Purchaser and its agents, engineers, or representatives, with Seller’s reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time. At all reasonable times prior to the Closing, Seller shall make available to Purchaser, or Purchaser’s agents and representatives, for review and copying, at Purchaser’s sole cost and expense, all books, records, and files in Seller’s possession relating to the ownership and operation of the Property, including, without limitation, title matters, surveys, tenant files, leasing commission agreements, service and maintenance agreements, and other contracts, books, records, operating statements, and other information relating to the Property. Seller further agrees to in good faith assist and cooperate with Purchaser in explaining the content of the books, records, and files relating to the Property. Seller further agrees to provide to Purchaser prior to the date which is five (5) days after the Effective Date of this Agreement, to the extent the same are in the possession of or under the control of Seller, the most current boundary and “as-built” surveys of the Land and Improvements and any title insurance policies, appraisals, building inspection reports, environmental reports, certificates of occupancy, building permits, zoning letters and instruments reflecting the approval of any association governing the Property relating thereto. Seller acknowledges and agrees that Purchaser, subject to the rights and obligations of Tenants under the Leases, shall have the right to conduct interviews with the Tenants. Seller has already contacted the Tenants to schedule such interviews and shall use good faith and diligent efforts with the cooperation of Purchaser, to schedule such interviews within the first (1st) five (5) business days of the Inspection Period. Purchaser shall not have the right to contact any Tenants directly without Seller’s involvement. Without limiting the foregoing, Purchaser shall allow Seller to be present during such tenant interviews. At no cost to Seller, Seller shall request, to the extent same were initially commissioned by Seller, the authors of appraisal, environmental and building inspection reports to issue reliance letters addressed to Purchaser and Purchaser’s lender, if any, in form and substance reasonably acceptable to Purchase...
Purchasers Inspection and Review Rights. Purchaser and its agents, ---------------------------------------- engineers, or representatives, with Seller's reasonable, good faith cooperation, shall have the privilege of going upon the Property as needed to inspect, examine, test, and survey the Property at all reasonable times and from time to time, provided, however, that (i) such activities shall not, without Seller's prior written consent, damage the Property in any way or disrupt the Tenants in any way; (ii) such activities shall not interfere with Seller's construction activities; (iii) all such persons shall comply with reasonable safety requirements of Seller; and (iv) Seller shall have no liability or obligation to any of such persons for any injury or loss suffered while said persons are upon the Property. Purchaser hereby agrees to indemnify Seller and hold Seller harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege, and Purchaser further agrees to repair any damage to the Property caused by the exercise of such privilege. The foregoing indemnity shall survive any termination of this Agreement.
Purchasers Inspection and Review Rights. (a) During the Feasability ---------------------------------------- Period, Purchaser and its agents, engineers, or representatives shall have the privilege, by coordinating their activities with Seller, of going upon the Property as needed to inspect, examine, test, and survey the Property. After the Feasability Period, and upon the request of Purchaser, Seller shall use its reasonable efforts to allow Purchaser access to the Property. Purchaser hereby agrees to indemnify and hold Seller and Stone harmless from any liens, claims, liabilities, and damages incurred through the exercise of such privilege; and Purchaser, under the direction of Seller, further agrees to repair any damage to the Property caused by the exercise of such privilege. Such obligations shall survive any termination of this Agreement. Seller has made available to Purchaser, or Purchaser's agents and representatives, for review and copying, all books, records, files and other information in Seller's possession relating to the ownership and operation of the Property, including, without limitation, any tenant files, and other contracts, books, records, operating statements, and other information relating to the Property obtained from Stone or independently developed by Seller. Seller has provided to Purchaser prior to the date hereof any appraisals, building inspection reports, environmental reports and financial information relating thereto which is in the possession or under the control of Seller.
(b) The Feasability Period shall commence on the date hereof and end at 6:00 p.m., Dallas, Texas time, December 14, 2000, TIME BEING OF THE ESSENCE. ------------------------- If Purchaser determines, in its sole judgment, that the Property is not suitable for any reason for Purchaser's intended use or purpose, or is not in satisfactory condition, then Purchaser may terminate this Agreement by written notice to Seller prior to the expiration of the Feasability Period, in which case the Xxxxxxx Money will be returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination. If the Agreement is not terminated in the manner and within the time provided in this Subsection 4(b), TIME BEING OF THE ESSENCE, the option for Purchaser to ------------------------- terminate this Agreement pursuant to the terms of this Subsection 4(b) shall be deemed to have been waived by Purchaser.
(...
