Common use of PURCHASER'S INSPECTION RIGHTS Clause in Contracts

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. (a) Purchaser shall have the right, at Purchaser’s sole cost and upon reasonable prior notice to Seller, enter upon the Property to make such inspections, investigations and tests as Purchaser may elect to make or obtain, including, without limitation, environmental Phase I testing, Phase II testing, geotechnical borings, soils, seismic, hydrogeologic and engineering tests, and other analyses and studies. Purchaser shall ensure that: (a) all of its affiliates, employees, advisors, contractors, representatives or agents (“Representatives”) who enter the Property shall have adequate, commercially reasonable insurance; (b) no liens shall be placed on the Property or levied against Seller as a result of Purchaser’s inspection; and (c) the Property is restored to the same or similar condition as existed prior to any entry. (b) Purchaser expressly agrees that the results of any environmental investigation, review, sampling or analyses obtained by Purchaser in the course of or in connection with the inspections conducted hereunder shall remain confidential to Purchaser and its Representatives through the date of Closing and shall not be disclosed to Seller, the Georgia Environmental Protection Division, any other governmental entity or to any other third parties prior to Closing, except as otherwise required by applicable law. These confidentiality obligations shall survive the termination of this Contract. (c) Purchaser shall indemnify, hold harmless from and defend Seller, and its agents, affiliates, successors and assigns, from and against any and all liabilities, claims, causes of action, damages, losses, penalties, forfeitures, suits, costs and expenses (including without limitation, investigation costs, costs of defense, settlement and reasonable attorneys’ fees) incurred or arising in connection with Purchaser’s or any Representative’s breach of the confidentiality and other obligations set forth in this Agreement, entry onto the Property or enforcement of this indemnity. All indemnification obligations contained herein shall survive the Closing and any termination of this Agreement. Not later than ten (10) days following the Effective Date, Seller shall deliver to Purchaser copies of all title policies, surveys, permits, agreements and applications relating to or affecting the Property, to the extent the same are in the actual or constructive possession of Seller.

PURCHASER'S INSPECTION RIGHTS. 5.1. Purchaser and Purchaser, at Purchaser’s sole cost and expense 's representatives shall have the right until 12:00 noon, March 20, 2005, to conduct an inspection 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 for a period to extend 90 days from the date on which the Arts Council Contingency is satisfied, and all matters related thereto 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) 's representatives desire. Seller agrees to make the Property available to Purchaser and Purchaser's representatives at all reasonable access times for inspection, subject to the Property during normal business hours for purposes requirements of inspecting and conducting such tests as are reasonable and necessary for Purchaser to determine Section 5.2, if applicable, the rights of any tenants of the Property is satisfactory for Purchaser’s intended use. (a) Purchaser shall have the right, at Purchaser’s sole cost and upon reasonable prior notice to Seller, enter upon the Property to make under any provisions of such inspections, investigations and tests as Purchaser may elect to make or obtain, including, without limitation, environmental Phase I testing, Phase II testing, geotechnical borings, soils, seismic, hydrogeologic and engineering teststenants' leases, and other analyses and studies. Purchaser shall ensure thatin addition to any such rights of tenants, the requirements: (a) all that Purchaser and Purchaser's representatives give Seller at least two business day's advance notice of its affiliates, employees, advisors, contractors, representatives or agents (“Representatives”) who enter Purchaser's need for access to the Property shall have adequate, commercially reasonable insuranceProperty; (b) no liens shall be placed on that Purchaser and Purchaser's representatives not unreasonably interfere with the Property business, operations and personnel of an existing tenant or levied against Seller as a result occupant of Purchaser’s inspectionthe Property; and (c) that except as otherwise authorized pursuant to Section 5.2, the Property is restored to remain in the same or similar condition as which existed prior to any entry. such inspections/investigations; (bd) Purchaser expressly agrees that the results of any environmental investigation, review, sampling or analyses obtained by Purchaser in the course of or in connection with the inspections conducted hereunder shall remain confidential to Purchaser and its Representatives through 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 date of Closing and shall not be disclosed to Seller, the Georgia Environmental Protection Division, any other governmental entity or to any other third parties prior to Closing, except as otherwise required by applicable law. These confidentiality obligations shall survive the termination of this Contract. (c) Purchaser shall indemnify, hold Property harmless from and defend Seller, and its agents, affiliates, successors and assigns, from and against any and all liabilitiesclaims or loss defined in Section 7.4, claimsand including, causes of action, damages, losses, penalties, forfeitures, suits, costs and expenses (including without limitation, investigation costsmechanics and design professionals here claims, costs 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 defenseany of the same, settlement whether or not authorized by Seller and reasonable attorneys’ fees) incurred or arising in connection with Purchaser’s without regard to coverage by insurance carried by seller, Purchaser or any Representative’s breach other party. 5.2. If Purchaser desires to include in its inspections and investigations any activity which would require any drilling, excavation, gathering of samples, or disturbance of the confidentiality Property or any improvement thereon, or which could result in either Seller, Purchaser or any other party having to make a report of the results of the activity to any administrative of regulatory body, the following provisions shall apply. 5.2.1. Prior to undertaking any such activity, Purchaser shall provide Seller, in writing, with full details of the proposed activity and other obligations its purpose and shall not undertake such activity without obtaining Seller's prior written consent. If consent is requested for any such activity to be conducted during the time period governed by Section 5.1, Seller shall not unreasonably withhold consent. If consent is requested for any such activity to be conducted during the time period governed by Section 5.3, Seller may grant or withhold consent in Seller's sole discretion and without regard to reasonableness. 5.2.2. Without limiting the grounds upon which Seller may reasonably withhold consent, the parties agree that Seller shall expressly not be deemed to have unreasonably withheld consent if consent is withheld because the person or entity proposed by Purchaser to perform the activity lacks substantial experience in performing the activity, fails to enjoy a good business reputation for performing the activity, and/or is not financially reliable. 5.2.3. If Purchaser reasonably requests such consent for any activity to be conducted within the time governed by Section 5.1, and if Seller fails to give written consent within five (5) business days of having received full written details of the proposed activity and its purpose, Purchaser shall have the right to terminate this Agreement by giving Seller written notice of termination within five (5) business days of the expiration of the time for Seller's written consent. If Purchaser timely terminates, Purchaser's Section 2.1 deposit shall be returned upon satisfaction of the conditions set forth in Section 17. If Purchaser fails to timely terminate, Purchaser shall be deemed to have waived any right to terminate and shall acquire the Property without undertaking the proposed activity and without impairing or limiting the effect of Section 7. 5.3. In the event that Purchaser waives Purchaser's Section 6 right to object and thereafter desires entry to the Property, Seller agrees that so long as this Agreement continues in effect and so long as Purchaser is not in default of any term or condition of this Agreement, Purchaser and Purchaser's representatives shall have the right of entry onto subject to each and every of the Property requirements and indemnities set forth in Sections 5.1 and 5.2 and the additional requirements that: (a) no demolition, grading, site preparation, development or enforcement other work of this indemnity. All indemnification obligations contained herein improvement shall survive take place prior to the Closing Date, without the prior written consent of Seller, which Seller may, in Seller's sole, discretion arid without regard to reasonableness, grant or withhold; and (b) that neither the withholding (whether reasonable or unreasonable) by Seller of any termination consent of Seller required by this Section 5.3 or by Section 5.2, if applicable to any entry governed by this Section 5.3, nor any matters discovered by Purchaser as a result of any entry provided for in this Section 5.3, shall entitle Purchaser to terminate this Agreement. Not later than ten (10) days following the Effective Date, Seller shall deliver to or excuse Purchaser copies from performance of all title policies, surveys, permits, agreements and applications relating to or affecting the Property, to the extent the same are in the actual or constructive possession any obligation of SellerPurchaser under this Agreement.

PURCHASER'S INSPECTION RIGHTS. PurchaserSubject to the rights of Tenant under the Lease, at Purchaser’s sole cost and expense Purchaser shall have the right to conduct an a walk-through inspection of the Property for 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 period to extend 90 days from "material, adverse change in 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 physical condition of the Property. During the inspection period" shall mean a condition which is estimated, Seller shall give by an independent contractor acceptable to Purchaser and Purchaser’s Representatives 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 (as hereinafter defined5) reasonable access to days before the Property during normal business hours for purposes Closing, and a representative 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. (a) Purchaser Seller shall have the rightright to attend the inspection. If the walk-through inspection reveals a material, at adverse change in the physical condition of the Property since Purchaser’s sole cost and upon reasonable prior notice '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, enter upon the Property to make such inspections, investigations and tests as Purchaser may elect to make or obtainterminate 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, includingSeller 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, without limitationPurchaser shall receive a credit at Closing equal to the estimated cost to repair and restore such damage; provided, environmental Phase I testinghowever, Phase II testingthat if such repair and restoration work is Tenant's obligation under the Lease, geotechnical boringsafter the Closing, soils, seismic, hydrogeologic and engineering testsPurchaser shall diligently enforce such Lease obligations against Tenant, and other analyses promptly after the completion of such repair and studies. restoration work (or Purchaser's recovery of the cost thereof), Purchaser shall ensure that: (a) all of its affiliates, employees, advisors, contractors, representatives or agents (“Representatives”) who enter the Property shall have adequate, commercially reasonable insurance; (b) no liens shall be placed on the Property or levied against pay to Seller as a result of Purchaser’s inspection; and (c) the Property is restored an amount equal to the same cost of such work paid for by Tenant or similar condition as existed prior any other person or entity, up to any entry. (b) Purchaser expressly agrees that the results amount of any environmental investigation, review, sampling or analyses obtained the credit received by Purchaser in at the course of or in connection with Closing. Purchaser's obligations under the inspections conducted hereunder shall remain confidential to Purchaser and its Representatives through the date of Closing and shall not be disclosed to Seller, the Georgia Environmental Protection Division, any other governmental entity or to any other third parties prior to Closing, except as otherwise required by applicable law. These confidentiality obligations shall survive the termination of this Contract. (c) Purchaser shall indemnify, hold harmless from and defend Seller, and its agents, affiliates, successors and assigns, from and against any and all liabilities, claims, causes of action, damages, losses, penalties, forfeitures, suits, costs and expenses (including without limitation, investigation costs, costs of defense, settlement and reasonable attorneys’ fees) incurred or arising in connection with Purchaser’s or any Representative’s breach of the confidentiality and other obligations set forth in this Agreement, entry onto the Property or enforcement of this indemnity. All indemnification obligations contained herein 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 shall promptly be returned to Purchaser, and except as expressly provided herein to the contrary, neither party shall have any termination of further rights or obligations under this Agreement. Not later than ten (10) days following If the Effective Datewalk-through inspection does not reveal a material, Seller adverse change in the physical condition of the Property since Purchaser's inspection of the Property under Article 4 hereof, or if such inspection does reveal any such material, adverse change but Purchaser does not elect to terminate this Agreement under this Section 8.3, this Agreement shall deliver to Purchaser copies of all title policies, surveys, permits, agreements remain in full force and applications relating to or affecting the Property, effect. The Closing Date shall be delayed to the extent the same are in the actual or constructive possession of Sellernecessary to allow for Purchaser's 15-day election period and Landlord's 5-day election period under this Section 8.3.

PURCHASER'S INSPECTION RIGHTS. (a) Seller hereby grants Purchaser, at Purchaser’s sole cost and expense shall have the right its agents, reasonable access to conduct an inspection of the Property for a period to extend 90 the purpose of inspecting the Property for forty (40) days from the date on which Effective Date hereof, for the Arts Council Contingency is satisfiedpurpose of generally inspecting the Property and for the purpose of performing soil tests, 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 environmental tests or audits (the Property. “Inspection Period”). (b) During the inspection periodInspection Period, Seller shall give Purchaser and and/or Purchaser’s Representatives (as hereinafter defined) representatives reasonable access to the Property during normal business hours to make the inspections. Purchaser shall be responsible for purposes of inspecting and conducting such tests as are reasonable and necessary for Purchaser all damage caused to determine if persons or the Property is satisfactory for Purchaser’s intended use. (a) and shall repair any damage to the Property arising from these inspections. Purchaser shall have the rightindemnify and hold Seller harmless from and against all claims, at Purchaser’s sole cost costs, demands, and upon reasonable prior notice to Seller, enter upon the Property to make such inspections, investigations and tests as Purchaser may elect to make or obtainexpenses, including, without limitation, environmental Phase I testingreasonable attorney’s fees, Phase II testing, geotechnical borings, soils, seismic, hydrogeologic and engineering testscourt costs, and other analyses and studies. Purchaser shall ensure that: (a) all of its affiliateslegal expenses, employees, advisors, contractors, representatives or agents (“Representatives”) who enter the Property shall have adequate, commercially reasonable insurance; (b) no liens shall be placed on the Property or levied against Seller as a result of Purchaser’s inspection; and (c) the Property is restored to the same or similar condition as existed prior to any entry. (b) Purchaser expressly agrees that the results of any environmental investigation, review, sampling or analyses obtained by Purchaser in the course of or in connection with the inspections conducted hereunder shall remain confidential to Purchaser and its Representatives through the date of Closing and shall not be disclosed to Seller, the Georgia Environmental Protection Division, any other governmental entity or to any other third parties prior to Closing, except as otherwise required by applicable law. These confidentiality obligations shall survive the termination of this Contractresulting from these inspections. (c) If, on or before the expiration of the Inspection Period, Purchaser reasonably determines, for any reason and in the Purchaser’s sole discretion, that (1) the Property is unacceptable or (2) the Property is unsuitable or not economically feasible for Purchaser’s intended use, Purchaser may, at its option, terminate this Contract by providing written notice of such termination to Seller on or before the expiration of the Inspection Period and Purchaser’s Xxxxxxx Money Deposit shall be refunded to Purchaser and this Contract shall terminate. If Purchaser fails to give such notice of termination on or before the end of the Inspection Period, Purchaser shall indemnify, hold harmless from and defend Seller, and be deemed to have waived its agents, affiliates, successors and assigns, from and against any and all liabilities, claims, causes of action, damages, losses, penalties, forfeitures, suits, costs and expenses (including without limitation, investigation costs, costs of defense, settlement and reasonable attorneysright to terminate the Contract pursuant to this Section. The parties’ fees) incurred or arising in connection with Purchaser’s or any Representative’s breach of the confidentiality and other obligations set forth in imposed by this Agreement, entry onto the Property or enforcement of this indemnity. All indemnification obligations contained herein Section shall survive the Closing and any delivery of the deed therewith, or termination of this AgreementContract. Not later than ten (10) days following the Effective DateThe Purchaser’s rights set forth in this Section are a contingency of this Contract. If Purchaser terminates this Contract pursuant to this subparagraph, Seller shall deliver to Purchaser copies retain in full the Xxxxxxx Money Deposit set forth in paragraph 10 of all title policies, surveys, permits, agreements and applications relating to or affecting the Property, to the extent the same are in the actual or constructive possession of Sellerthis Contract.