PURCHASER'S INSPECTION RIGHTS. Pending Closing, Purchaser shall have the right to inspect, review, and audit the assets of the Company and all books, records, data, and other information of Seller and the Company relating to the business and financial affairs of the Company, the title to and ownership of the assets of the Company, and the conduct of the Business. All expenses incurred by the Purchaser relating to its inspections, reviews, and audits shall be borne and paid exclusively by the Purchaser. Seller and the Company shall cooperate with Purchaser in all reasonable respects in facilitating such inspections, reviews, and audits. Without limiting the foregoing, Seller and the Company agree that, during the Inspection Period and thereafter until Closing, they will (a) provide or cause to be provided to Purchaser and its counsel, accountants, consultants, and other authorized representatives, during normal business hours or otherwise, if necessary, full access to all of their, assets, books, agreements, commitments and records; and (b) furnish Purchaser and its representatives with such data, records, and other information concerning any of their operations and affairs as Purchaser may reasonably request. Seller further agrees that, upon request by Purchaser following Closing, he will execute and deliver to Purchaser or its accountants such audit response letters and further confirmations as Purchaser or its accountants may reasonably require for purposes of verification of the accuracy, validity, and completeness of all financial and other information provided or made available by Seller and the Company to Purchaser in connection with the transactions contemplated by this Agreement.
PURCHASER'S INSPECTION RIGHTS. In addition to reviewing the Review Documentation and Purchaser's Reports, Purchaser shall have the right, prior to the Closing Date and at Purchaser's expense, to inspect the Properties and any other books and records related to the Properties from time to time; PROVIDED, however, that (i) any intrusive tests into the Properties shall require Seller's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) any physical entry onto the Properties will be performed in accordance with the conditions of Seller's early entry agreement (in the form ATTACHED HERETO, WHICH WILL BE signed by Purchaser before any such entry). The Review Documentation, Purchaser's Reports and other studies, assessments, reports and other information about the Properties compiled or obtained by Purchaser are, collectively, the "DUE DILIGENCE REPORTS". Each of the Due Diligence Reports will be certified and/or addressed showing Mortgagee and Special Servicer as additional parties, as required by Special Servicer. The Due Diligence Reports will include, at Purchaser's option, such estoppel, status or other certificates or any clarification or other documents (collectively, "THIRD PARTY DOCUMENTS") as Purchaser may desire and be able to obtain from Joe's, Office Depot, the Mortgagee and Special Servicer referenced below. Purchaser will promptly prepare the form of any Third Party Document that Purchaser desires to obtain from such third parties and provide a copy of each Third Party Document to Seller. Purchaser will put the Third Party Documents in final form and forward them to the third party whose signature is sought, with a copy to Seller. Purchaser will provide to Seller copies of any written comments or correspondence received from the third party and copy Seller on subsequent drafts or final versions of any such Third Party Documents, in the same manner as provided above. The parties will reasonably co-operate on efforts to obtain execution of such Third Party Documents. Each party will keep the other party reasonably informed about the status of the requests to execute such Third Party Documents. Seller is not warranting or representing that Joe's, Office Depot, the Mortgagee, or Special Servicer is obligated to execute the Third Party Documents or that it is likely or probable that such parties will execute such Third Party Documents, and the execution and delivery of Third Party Documents is not a condition to Purchaser's obl...
PURCHASER'S INSPECTION RIGHTS. Seller shall give to Purchaser and its designated employees or representatives prompt and full access, during regular business hours of Seller to all facilities, properties, assets, books, documents, Contracts, Tax Returns, employees and records of the Seller Companies relating to the Business, and shall furnish promptly to Purchaser and its representatives any information concerning the Seller Companies relating to the Business as Purchaser may reasonably request; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of Seller.
PURCHASER'S INSPECTION RIGHTS. Purchaser, at Purchaser’s sole cost and expense shall have the right to conduct an inspection of the Property for a period to extend 90 days from the date on which the Arts Council Contingency is satisfied, as determined by Purchaser in its reasonable discretion. The inspection may include economic, engineering, financing, environmental, regulatory and any other factor relating to Purchaser’s use of the Property. During the inspection period, Seller shall give Purchaser and Purchaser’s Representatives (as hereinafter defined) reasonable access to the Property during normal business hours for purposes of inspecting and conducting such tests as are reasonable and necessary for Purchaser to determine if the Property is satisfactory for Purchaser’s intended use.
PURCHASER'S INSPECTION RIGHTS. Subject to the rights of Tenant under the Lease, Purchaser shall have the right to conduct a walk-through inspection of the Property within 48 hours prior to the Closing to confirm that there has been no material, adverse change in the physical condition of the Property since Purchaser's inspection of the Property under Article 4 hereof. For purposes of this Section 8.3, a "material, adverse change in the physical condition of the Property" shall mean a condition which is estimated, by an independent contractor acceptable to Purchaser and Seller, to cost more than $500,000 to repair or restore. Purchaser shall schedule the date and time of such inspection with Seller and Tenant not less than five (5) days before the Closing, and a representative of Seller shall have the right to attend the inspection. If the walk-through inspection reveals a material, adverse change in the physical condition of the Property since Purchaser's inspection of the Property under Article 4 hereof (other than as a result of events or circumstances governed by Section 8.1 hereof), then subject to Seller's rights described below, Purchaser may elect to terminate this Agreement by delivering written notice of such termination to Seller within fifteen (15) days after such walk-through inspection. If Purchaser elects to terminate this Agreement under this Section 8.3, Seller shall have the right to negate Purchaser's termination election by delivering written notice thereof to Purchaser within five (5) days after Seller receives Purchaser's termination notice. If Seller elects to negate Purchaser's termination election, Purchaser shall receive a credit at Closing equal to the estimated cost to repair and restore such damage; provided, however, that if such repair and restoration work is Tenant's obligation under the Lease, after the Closing, Purchaser shall diligently enforce such Lease obligations against Tenant, and promptly after the completion of such repair and restoration work (or Purchaser's recovery of the cost thereof), Purchaser shall pay to Seller an amount equal to the cost of such work paid for by Tenant or any other person or entity, up to the amount of the credit received by Purchaser at the Closing. Purchaser's obligations under the immediately preceding sentence shall survive the Closing without limitation as to time. If Purchaser elects to terminate this Agreement under this Section 8.3 and Seller does not elect to negate such termination election, the Xxxxxxx Money ...
PURCHASER'S INSPECTION RIGHTS. Purchaser and its agents, employees, consultants, inspectors, and appraisers (collectively ‘Purchaser’s Representatives’) shall have the right from time to time through the Closing Date, to the extent in Seller’s possession or control, to have access to and inspect all books and records, contracts, financial, operating, tax, organizational, and other documents and information related to the Company as Purchaser or Purchaser’s Representatives may reasonably request. Notwithstanding any such inspection, or anything to the contrary herein contained, Purchaser’s obligations hereunder shall not be limited or otherwise affected as a result of any fact, circumstance, or other matter of any kind discovered following the date hereof in connection with any such inspection, access, or otherwise; it being agreed that Seller is permitting Purchaser such right of inspection and access as a courtesy to Purchaser in its preparation for purchasing the Membership Interests. Without limiting the generality of the foregoing: (a) Purchaser agrees that it shall not have any so-called “due diligence period” and that it shall have no right to terminate this Agreement or obtain a reduction of the Purchase Price because of any such fact, circumstance, or other matter so discovered; and (b) Purchaser shall have no right to terminate this Agreement or obtain a return of the Xxxxxxx Money Deposit except as otherwise expressly provided in this Agreement. If the Closing under this Agreement shall not occur for any reason whatsoever, Purchaser shall promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser and shall destroy all copies and abstracts thereof.
PURCHASER'S INSPECTION RIGHTS. In addition to reviewing the Seller's and Purchaser's Reports (collectively, the "Due Diligence Reports"), Purchaser shall have the right, prior to the Closing Date and at Purchaser's expense, to inspect the Property and any other books and records related to the Property from time to time; provided, however, any intrusive tests into the Land or Improvements shall require Seller's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Pursuant to Section 3.6, Seller shall reimburse Purchaser for the reasonable out-of-pocket costs of such inspections. Except for any damage caused by wrongful misconduct or negligence by Purchaser or its contractors or agents, any restoration of the Property to substantially the same condition immediately preceding such inspection shall be undertaken and paid for by Seller. In no event shall Purchaser be liable or responsible for the contents or results of any reports or the discovery of any information resulting from its inspections.
PURCHASER'S INSPECTION RIGHTS. 5.1. Purchaser and Purchaser's representatives shall have the right until 12:00 noon, March 20, 2005, to examine the condition of title, to review any existing leases/licenses/agreements for the Property, to review and investigate each of the Section 4.2 matters, and to make such other and additional inspections and investigations of the Property and all matters related thereto as Purchaser and Purchaser's representatives desire. Seller agrees to make the Property available to Purchaser and Purchaser's representatives at all reasonable times for inspection, subject to the requirements of Section 5.2, if applicable, the rights of any tenants of the Property under any provisions of such tenants' leases, and in addition to any such rights of tenants, the requirements: (a) that Purchaser and Purchaser's representatives give Seller at least two business day's advance notice of Purchaser's need for access to the Property; (b) that Purchaser and Purchaser's representatives not unreasonably interfere with the business, operations and personnel of an existing tenant or occupant of the Property; (c) that except as otherwise authorized pursuant to Section 5.2, the Property remain in the condition which existed prior to any such inspections/investigations; (d) that Purchaser and Purchaser's representatives at all times proceed in compliance with all applicable Legal Requirements; and (e) that Purchaser herewith agrees to indemnify and hold Seller (and all other parties identified as a "Releasee" in Section 7.2) and any tenant or occupant of the Property harmless from and against any and all claims or loss defined in Section 7.4, and including, without limitation, mechanics and design professionals here claims, directly or indirectly arising from or related to any inspections, investigations or other activities conducted by Purchaser and/or Purchaser's representatives or the agents, employees or independent contractors of any of the same, whether or not authorized by Seller and without regard to coverage by insurance carried by seller, Purchaser or any other party.
PURCHASER'S INSPECTION RIGHTS. In addition to reviewing the Seller's ----------------------------- and Purchaser's Reports (collectively, the "DUE DILIGENCE REPORTS"), Purchaser shall have the right, prior to the Closing Date and at Purchaser's expense, to inspect the Property and any other books and records related to the Property from time to time; provided, however, any intrusive tests into the Land or -------- Improvements shall require Seller's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Pursuant to Section 3.6, Seller shall reimburse Purchaser for the reasonable out-of-pocket costs of such inspections. Except for any damage caused by wrongful misconduct or negligence by Purchaser or its contractors or agents, any restoration of the Property to substantially the same condition immediately preceding such inspection shall be undertaken and paid for by Seller. In no event shall Purchaser be liable or responsible for the contents or results of any reports or the discovery of any information resulting from its inspections.
PURCHASER'S INSPECTION RIGHTS. 5.1.1 During the Due Diligence Period, Purchaser, or its designees, at Purchaser’s sole risk, cost and expense, shall have the right to enter upon the Property accompanied, at Seller’s election, by an agent of Seller. Upon not less than three (3) Business Day’s prior notice, Purchaser shall notify Seller of its intent to conduct any such inspections (except that only one business day’s notice shall be required for the inspection of documents), and Seller may elect to accompany Purchaser or its agents at such inspection, however, so long as Purchaser has given the aforesaid notice, Purchaser may enter the Property during reasonable business hours, subject to the rights of Tenants or other occupants of the Property, to make, subject to the terms of Article 7 hereof, physical inspections and tests of the Property and Personal Property, including, without limitation, environmental inspection and tests, structural, mechanical, systems or plans and specifications in relation thereto, regardless of whether Seller or its agents accompany Purchaser or its agents. In exercising its rights under this Section 5.1, Purchaser shall (a) take reasonable steps to avoid terminating or otherwise adversely affecting any warranty applicable to the Property, and (b) use its reasonable good faith efforts not to interfere with the Tenants or other occupants of the Property, or the operations of the Property, and Purchaser shall indemnify and hold harmless Seller, Management Company, El Paso Corporation, and EP Connect, L.L.C. from any losses, costs, damages, expenses, judgments, penalties, liabilities or obligations arising out of or in any way incurred in connection with Purchaser’s or its agents’, employees’, contractors’ or representatives’ physical or environmental inspection of the Property, including, without limitation, legal fees and expenses; provided, however, that Purchaser shall have no liability for existing conditions discovered by Purchaser at the Property in connection with its inspections pursuant to this Section 5.1, except as otherwise provided in this Agreement. Purchaser shall not permit any construction or mechanics’ liens to be placed upon the Property and shall hold Seller harmless from any losses, claims or causes of action resulting from any construction or mechanics’ lien claims, including, without limitation, legal fees and expenses. Purchaser shall maintain general liability insurance covering its operations in connection with its inspections and inde...
