Common use of Purchaser’s Inspections Clause in Contracts

Purchaser’s Inspections. (a) The Vendor shall allow the Purchaser's authorized representatives reasonable access to the Lands from time to time during normal business hours at any time following execution of this Agreement and hereby authorizes the Purchaser to carry out at its sole cost and risk, such reasonable investigations, tests, inspections and reviews as the Purchaser's authorized representatives may deem necessary. (b) Any investigations and entry onto the Lands by the purchaser or its agents and employees shall be carried out to the sole expense and risk of the Purchaser and shall not cause undue interference to the business operations of the Vendor on the Lands. The Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, liabilities, and damages as a result of any investigations and entry on to the Lands. If the sale of the Lands is not completed on the Closing Date, then the Purchaser shall upon the written request of the Vendor, restore any alterations or disturbances caused to the Lands solely through the course of the investigations back to the state in which it existed prior to conducting its investigations and entering onto the Lands. The costs of the restoration shall be at the sole expense of the Purchaser and must be completed within thirty (30) days from the date of the receipt by the Purchaser of the Vendor's written request or at the earliest opportunity allowed by seasonal conditions. (c) The Vendor shall cooperate fully with the Purchaser at all times before and after Closing Date and the Vendor hereby agrees to undertake such actions and execute such approvals, consents, acknowledgements or other documents as are required to allow the Purchaser to apply for and obtain approvals or access to information from governmental authorities as required by the Purchaser from time to time for its assessments relating to satisfaction of the Purchaser’s Condition.

Purchaser’s Inspections. (a) The Vendor shall allow the Purchaser's authorized representatives reasonable access Subject to the Lands from time to time during normal business hours at any time following execution terms and conditions of this Agreement, Purchaser shall have the right to perform investigations and/or due diligence with respect to the Properties during the Due Diligence Period and thereafter while this Agreement remains in effect. Purchaser’s investigations may include, but are not limited to, any or all of the following: a review of the Leases and hereby authorizes Service Contracts and structural and engineering inspections, and a Phase I environmental site assessment. In no event shall Purchaser have the right to conduct invasive or subsurface testing or drilling on a Property or a Phase II environmental site assessment without the prior written consent of Seller. In addition, Purchaser shall have the right, but not the obligation, to conduct reviews of zoning, building code and other applicable ordinances to determine whether the Properties are in compliance, and in connection therewith, subject to the following proviso, to communicate with municipal officials and to request from governmental authorities copies of customary documents and information regarding the zoning of the Properties, the existence of permits and certificates of occupancy and written evidence in the records of governmental authorities of any violations by the Properties of applicable law; provided, however, that in no event shall such contact with any governmental authority include requests for additional inspections or investigation by governmental authorities of the Properties and Purchaser shall not report or otherwise disclose any discovered conditions or violations except to the extent required by law, court order or other legal process, and then only after providing Seller with at least ten (10) days advance notice of the need to make such report or disclosure (or such shorter period as required by law for Purchaser to carry out comply with its reporting or disclosure obligations). All such inspections and reviews shall be at its the sole cost and risk, such reasonable investigations, tests, inspections and reviews as the Purchaser's authorized representatives may deem necessary. (b) Any investigations and entry onto the Lands by the purchaser or its agents and employees shall be carried out to the sole expense and risk of the Purchaser and shall not cause undue interference be subject to the business operations provisions of this Article IV. Purchaser’s inspections of the Vendor Properties pursuant to this Section 4.1 shall be referred to herein as the “Inspections”. Purchaser further agrees not to contact or communicate with any (i) employees of Seller and that all communications with any employee regarding the transactions contemplated by this Agreement shall be subject to the prior written (including by email to Xxxxx Xxxx at Xxxxx@xxxxxxxx.xxx) consent of Seller; and (ii) Tenants without prior consent of Seller and without affording Seller a reasonable opportunity to review written communications in advance or accompany Purchaser on visits to Tenants (as the Lands. The case may be); provided Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, liabilities, and damages as a result of any investigations and entry on to the Lands. If the sale of the Lands is not completed on the Closing Date, then the Purchaser shall upon the written request of the Vendor, restore any alterations or disturbances caused to the Lands solely through the course of the investigations back to the state in which it existed prior to conducting its investigations and entering onto the Lands. The costs of the restoration shall be at the sole expense of the Purchaser and must be completed within thirty (30) days from the date of the receipt by the Purchaser of the Vendor's written request or at the earliest opportunity allowed by seasonal conditions. (c) The Vendor shall cooperate fully with the Purchaser at all times before and after Closing Date and the Vendor hereby agrees to undertake such actions and execute such approvals, consents, acknowledgements or other documents as are required to allow the Purchaser delay any communications or visits if Seller does not respond within one (1) Business Day to apply for and obtain approvals or access to information from governmental authorities as required by the Purchaser from time to time for its assessments relating to satisfaction of the Purchaser’s Conditionrequests for review or to accompany Purchaser on visits to Tenants.

Purchaser’s Inspections. (a) The Vendor During the Feasibility Period, Purchaser, its agents and contractors, shall allow the Purchaser's authorized representatives reasonable have access to the Lands from time Property at all reasonable times to time during normal business conduct its tests and examinations thereof; provided, however, that Purchaser shall notify Seller at least twenty four (24) hours at in advance of any time following execution of this Agreement times Purchaser, its agents or contractors, shall desire access to the Property, and hereby authorizes the Seller or its agent or representative shall be permitted to accompany Purchaser to carry out at its sole cost and risk, such reasonable investigations, tests, inspections and reviews as the Purchaser's authorized representatives may deem necessary. (b) Any investigations and entry onto the Lands by the purchaser or its agents and employees shall be carried out to the sole expense and risk of the on any such inspection. Purchaser hereby indemnifies and shall not cause undue interference to hold harmless and (upon request of Seller) defend Seller and the business operations of the Vendor on the Lands. The Purchaser shall indemnify and save harmless the Vendor Property from and against any and all claimscosts, expenses, liabilities, claims, demands and damages causes of action (including any mechanics’ liens) arising as a result of or in connection with any investigations and entry on to the Lands. If the sale of the Lands is not completed tests or other examinations on the Property undertaken by or on behalf of Purchaser, which indemnity shall survive the Closing Dateor any termination of this Contract. Upon completion of any tests or other examinations on the Property by or on behalf of Purchaser, then the Purchaser shall upon restore the written request of Property to substantially the Vendor, restore any alterations or disturbances caused to the Lands solely through the course of the investigations back to the state same condition in which it 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 investigations agents, contractors, employees, representatives or Board members, and entering onto the LandsPurchaser shall obtain an endorsement on its insurance policy acknowledging such waiver. The costs Inspection of any portion of the restoration shall Property which is subject to a Lease must be at with the sole expense 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 must be completed within thirty (30) days from occupancy of its individual leased lot during any such entry. Notwithstanding any provision of this Contract, the date 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 not in any way limit Seller’s enforcement of the receipt by the Purchaser provisions of the Vendor's written request or at the earliest opportunity allowed by seasonal conditions. (c) The Vendor shall cooperate fully with the Purchaser at all times before and after Closing Date and the Vendor hereby agrees to undertake such actions and execute such approvals, consents, acknowledgements or other documents as are required to allow the Purchaser to apply for and obtain approvals or access to information from governmental authorities as required by the Purchaser from time to time for its assessments relating to satisfaction of the Purchaser’s Condition.this Paragraph 4.b.‌

Purchaser’s Inspections. (a) The Vendor shall allow the Purchaser's authorized representatives reasonable access 5.1.1 Subject to the Lands provisions of this Section and the terms of the Ground Lease, Purchaser and its agents, employees, consultants, inspectors, lenders, investors, members, appraisers, engineers and contractors (collectively “Purchaser’s Representatives”) shall have the right, through the Closing Date (hereinafter defined), from time to time time, upon the advance notice required pursuant to this Section 5.1, to enter upon and pass through the Property during normal business hours at to examine and inspect the Property. Notwithstanding any time following execution of this Agreement and hereby authorizes the Purchaser to carry out at its sole cost and risksuch inspection, such reasonable investigations, tests, inspections and reviews as the Purchaser's authorized representatives may deem necessary. (b) Any investigations and entry onto the Lands by the purchaser or its agents and employees shall be carried out anything to the sole expense and risk of the Purchaser and contrary contained herein, Purchaser’s obligations hereunder shall not cause undue interference to the business operations of the Vendor on the Lands. The Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, liabilities, and damages be limited or otherwise affected as a result of any investigations fact, circumstance or other matter of any kind discovered following the date hereof in connection with any such inspection, access or otherwise, unless such matter constitutes a breach of one or more of Seller’s express representations contained herein; it being agreed that Seller is permitting Purchaser such right of inspection and entry on access as a courtesy to Purchaser in its preparation for taking title to the LandsProperty. If Without limiting the sale generality of the Lands is foregoing, (i) Purchaser agrees that it shall not completed on have the Closing Dateright to terminate this Agreement or obtain a reduction of the Purchase Price as a result of any such fact, then circumstance or other matter so discovered (including, without limitation, relating to the physical condition of the Property, the operations of the Property or otherwise, unless such matter constitutes a breach of one or more of Seller’s express representations contained herein), and (ii) Purchaser shall upon the written request have no right to terminate this Agreement or obtain a return of the VendorDeposit except as expressly provided in this Agreement. 5.1.2 In conducting any inspection of the Property or otherwise accessing the Property, restore Purchaser shall at all times comply with the Ground Lease and all laws and regulations of all applicable governmental authorities, and neither Purchaser nor any alterations of Purchaser’s Representatives shall (i) contact or disturbances caused have any discussions with any of Seller’s employees, agents or representatives, or with any tenants (including, without limitation, conducting tenant interviews or having any contacts whatsoever with tenants, including but not limited to telephone conversations or electronic mail messages) at, or contractors providing services to, the Property, unless in each case Purchaser obtains the prior written consent of Seller (which may be given via electronic mail), such consent not to be unreasonably withheld, conditioned or delayed, it being agreed that all such contacts or discussions shall, pending any such approval, be directed to Xxxxxx Xxxxxxx via electronic mail (at xxxxxx.xxxxxxx@xxxxxxxx.xxx), (ii) interfere with the business of Seller (or any of its tenants) conducted at the Property or disturb the use or occupancy of any occupant of the Property; (iii) damage the Property, or (iv) contact any local or Federal governmental agency or department regarding the Property including, but not limited to, the United States Department of State (subject to the Lands solely through provisions of Section 7.6) (except that Purchaser shall have the course right to conduct routine inquiries of applicable governmental authorities for the purpose of seeking written confirmation as to the zoning category of the investigations back Property and the absence of violations). In conducting any inspection of the Property or otherwise accessing the Table of Contents Property, Purchaser and Purchaser’s Representatives shall at all times comply with, and shall be subject to, the rights of the tenants under the Leases (and any persons claiming by, under or through such tenants). Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s Representatives in furtherance of the foregoing. Purchaser shall schedule and coordinate all inspections, including, without limitation, any environmental tests, and other access with Seller and shall give Seller at least two (2) Business Days’ (as hereinafter defined) prior notice thereof. Seller shall be entitled to have a representative present at all times during each such inspection or other access. Purchaser agrees to pay to Seller on demand the cost of repairing and restoring any damage or disturbance which Purchaser or Purchaser’s Representatives shall cause to the state in which it existed prior Property. All inspection fees, appraisal fees, engineering fees and other costs and expenses of any kind incurred by Purchaser or Purchaser’s Representatives relating to conducting such inspection and its investigations and entering onto the Lands. The costs of the restoration other access shall be at the sole expense of Purchaser. Purchaser shall keep all information obtained during its inspections and access to the Property confidential, subject to the provisions of Section 15.17. If the Closing shall not occur for any reason whatsoever, Purchaser shall: (A) promptly deliver to Seller, at no cost to Seller, and without representation or warranty, the originals or copies of all tests, reports and inspections of the Property, made and conducted by Purchaser or Purchaser’s Representatives or for Purchaser’s benefit that are in the possession or control of Purchaser or Purchaser’s Representatives; (B) promptly return to Seller or destroy all copies of all due diligence materials, including, without limitation, any Property Information and copies thereof in any form whatsoever (including electronic form), delivered by Seller to Purchaser; and (C) promptly destroy all copies and abstracts of the materials referenced in (A) and (B) above; provided, however, in the event of any pending litigation between Seller and Purchaser, Purchaser shall be permitted to retain copies of such materials, tests and reports as are necessary in connection with such litigation. Purchaser and must Purchaser’s Representatives shall not be completed within thirty (30) days from the date permitted to conduct borings of the receipt Property or drilling in or on the Property, or any other invasive, intrusive or destructive testing in connection with the preparation of an environmental audit or in connection with any other inspection of the Property without the prior written consent of Seller, which Seller may give or withhold in its sole discretion (and, if such consent is given, Purchaser shall be obligated to pay to Seller on demand the cost of repairing and restoring any damage as aforesaid). 5.1.3 Prior to conducting any physical inspection or testing at the Property (besides routine visual inspections), Purchaser and Purchaser’s Representatives shall obtain, and during the period of such inspection or testing shall maintain, at their expense: (i) commercial general liability (“CGL”) insurance, issued on a form at least as broad as Insurance Services Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG 00 01 10 01 or another “occurrence” form providing equivalent coverage, including contractual liability and personal injury liability coverage, with limits of not less than Two Million Dollars ($2,000,000) for any one occurrence and Five Million Dollars ($5,000,000) in the aggregate; (ii) comprehensive automobile liability insurance (covering any automobiles owned or operated by Purchaser or Purchaser’s Representatives) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 01 07 97 or other form providing equivalent coverage; (iii) worker’s compensation insurance or participation in a monopolistic state workers’ compensation fund, and (iv) employer’s liability insurance or (in a monopolistic state) Stop Gap Liability insurance. Such automobile liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident. Such worker’s compensation insurance shall carry minimum Table of Contents limits as defined by the Purchaser law of the Vendor's written request jurisdiction in which the Property is located (as the same may be amended from time to time). Such employer’s liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident, One Million Dollars ($1,000,000) disease-policy limit, and One Million Dollars ($1,000,000) disease-each employee. Seller shall be covered as additional insureds on the CGL and automobile liability insurance policies with respect to liability arising out of the named insured’s acts or at omissions relating to the earliest opportunity allowed by seasonal conditionsProperty. The insurer and the terms and conditions of all the foregoing policies shall be acceptable to Seller. Prior to making any entry upon the Property to conduct the testing requiring insurance coverage, as provided above, Purchaser shall furnish to Seller a certificate of insurance evidencing the foregoing coverages, which certificate of insurance shall be in form and substance satisfactory to Seller. (c) The Vendor shall cooperate fully with the 5.1.4 [Intentionally deleted] 5.1.5 Purchaser at all times before and after Closing Date and the Vendor hereby agrees to undertake such indemnify, defend, and hold harmless Seller, its partners, members, affiliates, officers, directors, agents, employees, and representatives (collectively, the “Indemnified Parties”) from and against any and all liens, claims, or damages of any kind or nature, including any demands, actions or causes of action, assessments, losses, reasonable costs, expenses, liabilities, interest and execute such approvalspenalties, consentsand reasonable attorneys’ fees suffered, acknowledgements incurred, or other documents as are required to allow the Purchaser to apply for and obtain approvals or access to information from governmental authorities as required sustained by the Purchaser from time to time for its assessments relating to satisfaction any of the Indemnified Parties directly caused by Purchaser or Purchaser’s ConditionRepresentatives with respect to any due-diligence activities at the Property pursuant to this Agreement, except any arising from the discovery of preexisting conditions (so long as Purchaser does not exacerbate any such condition).

Purchaser’s Inspections. (a) The Vendor shall allow Solely for purposes of assisting Purchaser in the transition of the Assets to the Purchaser's authorized ownership, Purchaser, through its employees, agents and representatives ("Purchaser's Inspectors"), shall have the right, subject to the rights of tenants, to perform such examinations, tests, investigations and studies of the Assets and the Business (the "Infections") as Purchaser reasonably deems desirable, in accordance with this Section 2.1, and Sellers shall provide reasonable access to the Lands from time Business Premises for Purchaser's Inspections to time during normal perform the Inspections; provided, however, that (i) Purchaser shall provide Parent with at least twenty-four (24) hours' prior notice of each of the Inspections; (ii) at Sellers' request, Purchaser's Inspectors shall be accompanied by an employee, agent or representative of Purchaser; (iii) Purchaser shall not initiate contact with employees or representatives of the Sellers other than Xxxx Xxxxxxxxxx and/or Xxxx Xxxxxxx or other individuals designated by either of them and, at Sellers' option, an employer's representative or agent of Sellers may be present at all inspections; (iv) the Inspections shall be conducted by Purchaser's Inspectors on a business hours at day between 8:00 a.m. and 5:00 p.m. (local time); (v) Purchaser's Inspectors shall not perform any time following execution drilling, coring or other invasive testing, without Sellers' prior written consent, which consent shall not be unreasonably withheld; (vi) the Inspections shall not unreasonably interfere with the operation of this Agreement the Business, and hereby authorizes Purchaser's Inspectors shall comply with Sellers' requests with respect to the Inspections to minimize such interference; and (vii) in no event shall the results of any such inspection or Purchaser's satisfaction therewith be a condition to Purchaser's obligations hereunder, it being the intent of Purchaser to carry out at its sole cost purchase the Assets and riskInterests on an "As Is, such reasonable investigationsWhere Is" basis, tests, inspections and reviews as the Purchaser's authorized representatives may deem necessarymore fully set forth in Section 3.3 hereof. (b) Any investigations and entry onto the Lands by the purchaser or its agents and employees shall be carried out to the sole expense and risk of the Purchaser and shall not cause undue interference to the business operations of the Vendor on the Lands. The Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, liabilities, and damages as a result of any investigations and entry on to the Lands. If the sale of the Lands is not completed on the Closing Date, then the Purchaser shall upon the written request of the Vendor, restore any alterations or disturbances caused to the Lands solely through the course of the investigations back to the state in which it existed prior to conducting its investigations and entering onto the Lands. The costs of the restoration shall be at the sole expense of the Purchaser and must be completed within thirty (30) days from the date of the receipt by the Purchaser of the Vendor's written request or at the earliest opportunity allowed by seasonal conditions. (c) The Vendor shall cooperate fully with the Purchaser at all times before and after Closing Date and the Vendor hereby agrees to undertake such actions and execute such approvals, consents, acknowledgements or other documents as are required to allow the Purchaser to apply for and obtain approvals or access to information from governmental authorities as required by the Purchaser from time to time for its assessments relating to satisfaction of the Purchaser’s Condition.