Purchaser’s Inspections. During the Feasibility Period, Purchaser, its agents and contractors, shall have access to the Property at all reasonable times to conduct its tests and examinations thereof; provided, however, that Purchaser shall notify Seller at least twenty four (24) hours in advance of any times Purchaser, its agents or contractors, shall desire access to the Property, and Seller or its agent or representative shall be permitted to accompany Purchaser or its agents on any such inspection. Purchaser hereby indemnifies and shall hold harmless and (upon request of Seller) defend Seller and the Property from and against any and all costs, expenses, liabilities, claims, demands and causes of action (including any mechanics’ liens) arising as a result of or in connection with any tests or other examinations on the Property undertaken by or on behalf of Purchaser, which indemnity shall survive the Closing or any termination of this Contract. Upon completion of any tests or other examinations on the Property by or on behalf of Purchaser, Purchaser shall restore the Property to substantially the same condition in which the Property existed prior to the conducting of such tests or other examinations, which obligation of restoration shall survive any termination of this Contract. Prior to Purchaser’s initial entry upon the Land after the Effective Date, Purchaser shall deliver to Seller a certificate of insurance evidencing Purchaser’s maintenance of commercial general liability insurance with combined single limits of not less than $5,000,000.00 and naming Seller as an additional insured thereunder. Purchaser does further hereby waive any rights of subrogation any insurer or other third party may have by, through or under Purchaser against Seller or its agents, contractors, employees, representatives or Board members, and Purchaser shall obtain an endorsement on its insurance policy acknowledging such waiver. Inspection of any portion of the Property which is subject to a Lease must be with the consent of the Leaseholder under such Lease, which Seller shall use its commercially reasonable efforts to obtain after Purchaser’s request therefor. Purchaser shall agree not to unreasonably interfere with a Leaseholder’s use and occupancy of its individual leased lot during any such entry. Notwithstanding any provision of this Contract, the provisions of this Paragraph 4.b shall survive any termination of this Contract and the limitations on Seller’s remedies under Paragraph 17.b shall...
Purchaser’s Inspections. Purchaser shall have the right to perform its own inspection of the Property pending the Closing.
Purchaser’s Inspections. 18.1 ACCESS TO REFINERY. Prior to the Effective Date, Seller has given to Purchaser and its representatives access, during normal business hours, to the Refinery, and Purchaser has conducted the due diligence, if any, it desires. Subsequent to the Effective Date, but prior to the Closing Date, Seller will, subject to Seller's safety and security policies for the Assets, permit Purchaser and its representatives access, during normal business hours, to the Refinery to (a) facilitate the transition of the Refinery to Purchaser's ownership at the Closing, and (b) to verify the representations and warranties of Seller in Article 8. Purchaser's right of access shall be subject to the following conditions: (i) Purchaser shall give reasonable prior written notice, (ii) such access shall not unreasonably interfere with normal operations of Seller or with any ongoing remedial work at the Refinery, and (iii) Seller shall have the right to accompany Purchaser and its representatives during any such access. Purchaser acknowledges that it has received, prior to the Effective Date, all such documents and copies of documents and information with respect to the Refinery and its Operations as Purchaser has requested from Seller.
Purchaser’s Inspections. During Purchaser's Inspection Period, Seller agrees that Purchaser may perform or cause to be performed, at Purchaser's expense, the following due diligence and inspections:
a. PHYSICAL INSPECTION OF PROPERTY. Physical inspection of the Property by employees of Purchaser and one or more engineers, including without limitation, testing of the soil, structural integrity of the improvements, and working condition of all fixtures, furniture, equipment and condition of all supplies which are part of the Property.
Purchaser’s Inspections. 7.2.1 The Device shall be subjected to a quality control inspection by PURCHASER in accordance with the Device Specifications set forth in Exhibit A, within […***…] days as from delivery of the Device to the location designated by PURCHASER in the applicable Purchase Order.
7.2.2 Upon reasonable prior notice, SELLER shall permit PURCHASER to review SELLER’ s quality control procedures and records related to the Device for the purpose of assuring satisfactory compliance with the Device Specifications and compliance with the provisions of the Quality Agreement. That review shall be conducted in a reasonable manner, during SELLER’s business hours, in the presence of a SELLER representative and at PURCHASER’s own expense.
7.2.3 Upon reasonable prior notice, SELLER must permit PURCHASER’s quality assurance personnel to visit SELLER’s production facility, to the extent that such visit is reasonably required to assure compliance with regulatory requirements or to the extent a review of records alone is not adequate to assure satisfaction with such quality control requirements. Such visit shall be conducted in a reasonable manner, during SELLER’s business hours, in the presence of a SELLER representative, at PURCHASER’s own expense and shall be limited to the equipment, records or production actually used in the manufacture of the Device.
7.2.4 SELLER shall (i) participate and cooperate with PURCHASER’s personnel who may visit SELLER’s production facility as provided in this Section 7, (ii) take corrective action in a timely manner as may be reasonably required by PURCHASER to comply with the provisions of this Agreement and with cGMP requirements when applicable, subject to pricing conditions in Section 5 and Exhibit C, and (iii) when requested by PURCHASER, describe in writing, any appropriate corrective action planned or taken.
Purchaser’s Inspections. Seller agrees that Purchaser shall have ninety (90) days after the Effective Date to conduct inspections of the Property ("Inspection Period"), including without limitation environmental audits, wetlands determinations, appraisals, zoning, economic and engineering feasibility studies, soil tests, and such other inspections as Purchaser deems necessary to satisfy itself with respect to Seller's title and the condition of the Property. Seller understands and agrees that Purchaser and its respective employees, agents, and representatives may find it appropriate to contact Governmental Authorities in connection with the result of Purchaser's Inspections to the Property. Purchaser's sole remedy for any defects in the Property discovered during the Inspection Period will be its termination rights established in Section 8.5.
Purchaser’s Inspections. Purchaser, its counsel, accountants, agents and other representatives, shall upon at least twenty-four (24) hours prior notice to Seller have full and continuing access to the Premises, as well as to all other papers and documents of Seller as they relate to the title, physical condition, development and operation of the Premises, which inspections will be conducted in a manner not disruptive to the operation or security of the Premises. Purchaser and its agents and representatives shall also have the right to enter upon the Premises at any time after the execution and delivery hereof for any purpose whatsoever, including inspecting, surveying, engineering, test boring, performance of environmental tests and such other work as Purchaser shall consider appropriate and shall have the further right to make such inquiries of governmental agencies and utility companies, etc., and to make such feasibility studies and analyses as it considers appropriate (collectively the “Inspections”). Purchaser shall indemnify and hold harmless Seller from and against any liabilities, losses, liens, expenses, suits and fees or damages to persons or property arising out of the activities of Purchaser, its agents or contractors on the Premises.
Purchaser’s Inspections. (a) During the Option Term, Seller shall provide Purchaser with access to the Property in order to conduct the inspections described in Paragraph 7(b)
Purchaser’s Inspections. Seller agrees that Purchaser shall have a sixty (60) day due diligence period starting on Friday, June 15, 2001, to conduct inspections of the Property ("Inspection Period"), including, without limitation, environmental audits, wetlands determinations, appraisals, zoning, economic and engineering feasibility studies, soil tests, and such other inspections as Purchaser deems necessary to satisfy itself with respect to Seller's title and the condition of the Property. Seller understands and agrees that Purchaser and its respective employees, agents, and representatives may find it appropriate to contact Governmental Authorities in connection with the result of Purchaser's Inspections to the Property. Purchaser's sole remedy for any defects in the Property discovered during the Inspection Period will be its termination rights established in Section 8.5.
Purchaser’s Inspections. Purchaser, its counsel, accountants, agents and other representatives, shall have full and continuing access to the Premises and all parts thereof, as well as to such papers and documents of Seller that relate to the title, physical condition, development and operation of the Premises. Purchaser and its agents and representatives shall also have the right to enter upon the Premises at any time after the execution and delivery hereof for any purpose reasonably related to the investigation of the physical condition of the Premises and fitness for the Purchaser’s intended use, including inspecting, surveying, engineering, test boring, performance of environmental tests and such other work as Purchaser shall consider appropriate and shall have the further right to make such inquiries of governmental agencies and utility companies, etc., and to make such feasibility studies and analyses as it considers appropriate (collectively the “Inspections”). Purchaser shall indemnify and hold harmless Seller from and against any liabilities or damages to persons or property arising from Purchaser’s entry onto the Premises hereunder, unless such liabilities or damages arise from the negligence or willful misconduct of Seller, and provided, however, that Purchaser’s indemnification and hold harmless obligations shall not apply to any liabilities or damages arising out of or in any way related to contaminated soil, asbestos, or other environmental hazards discovered during the Inspections and not introduced onto the Premises by Purchaser or its agents, employees or contractors. The indemnity in this Article shall survive the termination or cancellation of this Agreement. Purchaser's obligations under Article 4 are guarantied by the Guarantor indicated below, and the liability and obligations of the Guarantor will survive any cancellation or termination of this Agreement.
