PURCHASER'S REVIEW PERIOD Sample Clauses

PURCHASER'S REVIEW PERIOD. Purchaser shall have until 5:00 p.m. (Chicago time) on February 10, 2003 (the "Review Period") to satisfy itself concerning all aspects of the Project, including, without limitation, the status of title thereto; the physical and environmental condition of the Properties; the insurance policies, contracts, leases and all other operational and financial aspects of the Properties and all other Due Diligence Materials (as hereinafter defined) and to obtain all needed committee approvals of this transaction. During the Review Period, Purchaser shall have the right at Purchaser's expense to perform such tests, inspections and feasibility studies on the Properties as Purchaser may deem necessary (collectively, the "Inspections") on and subject to the terms and conditions of that certain Property Access Agreement dated January 9, 2003 (the "Access Agreement"). Without limitation of the foregoing, Purchaser shall have access to the Properties for purposes of such inspections pursuant to the Access Agreement. On or before the end of the Review Period Purchaser may, in Purchaser's sole discretion, elect to terminate this Agreement by delivery of written notice to Seller for any or no reason, whereupon this Agreement shall automatically terminate, the Deposit shall be returned to Purchaser, and, except for the Post-Termination Obligations referred to Section 12.1 below, neither party shall have any obligations to the other by virtue of this Agreement. Purchaser shall remain subject to the confidentiality obligations set forth in the Access Agreement, which obligations shall expire on the Closing Date provided the parties proceed to Closing. Purchaser shall provide (without any representation or warranty as to the accuracy or completeness thereof) to Sellers copies of any final, third party reports by or for Purchaser in connection with its inspections. Purchaser will continue to maintain the liability insurance as required pursuant to the Property Access Agreement dated January 9, 2003 between Seller and Purchaser.
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PURCHASER'S REVIEW PERIOD. Purchaser shall have a period of time commencing upon the Effective Date and ending upon the day which is thirty (30) days after the Effective Date (the "Review Period") during which to inspect the Property, the status of title to the Property, any books and records of Seller relating to the ownership or operation of the Property, and to perform any appraisals, surveys, studies and analysis desired by Purchaser relating to the status of title to the Property and the environmental condition of the Property. If, prior to the expiration of the Review Period, Purchaser determines that the Property or the status of title to the Property is not suitable for its purposes, Purchaser may terminate this Agreement by providing written notice of termination to Seller prior to the expiration of the Review Period. If Purchaser terminates this Agreement before the end of the Review Period in strict accordance with its right to terminate set forth in the preceding sentence, then the Earnxxx Xxxey Deposit shall be immediately refunded to Purchaser without deduction or offset. Should Purchaser fail to terminate this Agreement in accordance with the provisions of this SECTION 8.1. prior to the expiration of the Review Period, the Earnxxx Xxxey Deposit shall be nonrefundable to Purchaser except in the event of a default by Seller under the terms hereof.
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PURCHASER'S REVIEW PERIOD. Within thirty (30) days after the acceptance and execution of this Agreement ("Execution Date"), Seller shall, at its sole cost and expense, provide to Purchaser correct and complete copies of all of the documents referred to in the Preliminary Commitment for Title Insurance (the “Title Commitment”). Within 10 business days after the Execution Date, Seller shall, at its sole cost and expense, provide to Purchaser in orderly fashion at Seller’s office correct copies of all contracts encumbering or benefiting the Real Property or that affect in a material way the use thereof (“the Contracts”), together with a complete list describing the Contracts. The Contracts shall include, without limitation, all legal and authoritative substantiation, permits or other documentation involving water rights or usage, all other material permits, applications or contractual obligation for the placement of the Land or any part thereof in any local, state or federal agricultural or farming program, and all leases of the Property or any part thereof. Said list shall be attached to this Agreement as Exhibit 3 and Exhibit 7 upon approval thereof by Purchaser. Exhibit 3 and Exhibit 7 are attached hereto and incorporated herein by this reference as though fully restated at length. The parties agree it is a material term of this Agreement that Seller timely provide the title documents and the Contracts to Purchaser. Purchaser shall have sixty (60) days from the Execution Date to review the Title Commitment and the Contracts at its sole cost and expense (the “Inspection Period”). On or before the end of the Inspection Period, Purchaser shall give notice to Seller specifying any objectionable terms in the Title Commitment or the Contracts, but only if (i) those terms materially and adversely affect the Real Property or Purchaser’s intended use thereof, or (ii) the document or the Contract is a title defect or encumbrance, or a lease, the terms of which are not acceptable to Purchaser, and which is not a Permitted Encumbrance under Section 8 of this Agreement. If no such notice of objections is given on or before the end of the Inspection Period, Purchaser, without regard to knowledge, shall have waived any objections to the terms of the Title Commitment and the Contracts except as otherwise specifically provided in this Agreement. If Seller receives timely notice from Purchaser of an objection to any such terms, Seller shall within five (5) business days of receipt of such notice (“Se...
Sample 1
PURCHASER'S REVIEW PERIOD. (a) Seller has earlier delivered to Purchaser the following documents and materials (hereinafter collectively referred to as the "Documents"): (i) The most recent survey and/or title commitment or policy of the Real Property in Seller's possession or available to Seller, together with legible copies of all documents and instruments filed of record against the Real Property (except to the extent the same have been released of record or shall be released of record in connection with the Closing). (ii) Copies of all engineering and architectural plans and specifications for the Property, the Improvements and (if in the possession or control of Seller) any tenant improvements, copies of any reports or studies (including, without limitation, engineering, soil boring, asbestos, environmental and physical inspection reports, made or prepared by employees, principals, consultants, governmental authorities or insurance carriers) in Seller's possession or control with respect to the physical condition or operation of the Property or recommended improvements thereto. (iii) Copies of the bills issued for the three (3) most recent years for which bills have been issued for all real estate taxes and a copy of any and all notices pertaining to real estate taxes or assessments relating to the Real Property. Seller shall promptly deliver to Purchaser a copy of any such bills or notices received by Seller after the date hereof. In the event that any taxes or assessments for said years have been appealed, Seller shall provide Purchaser with copies of all petitions for appeal. (iv) Copies of all of the Contracts and all contracts for repair or capital replacement covering work performed during the three (3) years immediately preceding; the date that Seller executes this Agreement. (v) Copies of all certificates of occupancy, licenses permits, authorizations and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof for occupancy thereof or for any present use thereof, to the extent the same are in the possession or control of Seller. (vi) Copies of all income and expense statements and operating budgets for the Property for the current year and the preceding three (3) calendar years. (vii) Copies of all guaranties, warranties and other similar documents or instruments relating to the Property. (viii) Copies of all Leases. (ix) Copies of all tenant correspondence relating to Landlord's performance und...
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PURCHASER'S REVIEW PERIOD. 16.1 Between the Effective Date and the Closing Date, Purchaser may perform inspections of the Property at reasonable times (and upon at least two (2) Business Days prior written notice to Seller), subject to the rights of the Space Tenants. After making such inspections, Purchaser, at Purchaser’s sole expense, shall restore the Property to its condition prior to such inspections. Purchaser may not conduct any intrusive inspections or borings without the prior written approval of Seller, which approval shall not be unreasonably withheld, delayed or conditioned. Purchaser shall indemnify and hold Seller and the Fee Owners free and harmless from and against any and all costs, expenses, claims, losses or damages, liabilities and judgments (including reasonable attorneys’ fees and disbursements) arising out of Purchaser’s inspection of the Property, whether caused by Purchaser or its contractors, agents or employees or anyone acting by, through, under, or at the direction, of the foregoing. Without limiting the generality of the foregoing indemnity, Purchaser shall remove any mechanics’ or other lien which may be recorded against the Property by any party providing labor, materials or services at the request of Purchaser. The provisions of this Section 16 shall survive any termination of this Agreement.
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PURCHASER'S REVIEW PERIOD. GM will provide Purchaser with a copy of any proposed remedial action plan or compliance action plan at least thirty (30) days before the earlier of; (a) the scheduled start date for activities under the plan; or (b) the date. GM is required, under Environmental Law, to submit the plan to a Governmental Authority. Purchaser is entitled to review or comment on any part of the proposed plan. Purchaser will complete its review promptly, but in no event more than fifteen (15) days after Purchaser's receipt of any plan, unless required sooner by a Governmental Authority.
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PURCHASER'S REVIEW PERIOD. Purchaser shall have a period (the “Review Period”) commencing on the date hereof and expiring sixty (60) days from the Effective Date to conduct any and all inspections, engineering and feasibility studies which Purchaser deems necessary, in an effort to determine whether or not to proceed with the Closing of this transaction. In this regard, Seller hereby agrees that Purchaser, and/or Purchaser’s agents or employees, may have unlimited access to the Property during the pendency of this Agreement to conduct such studies and inspections. Purchaser agrees to hold Seller harmless from any and all costs and expenses incurred in relation to the inspections and studies described herein. During the Review Period, Purchaser shall have an unqualified right to terminate this Agreement for any reason in Purchaser’s sole and absolute discretion. If Purchaser elects to terminate this Agreement prior to expiration of the Review Period, Purchaser shall be entitled to a full refund of the Xxxxxxx Money Deposit and any interest earned thereon and all parties shall be released from further obligations hereunder.
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PURCHASER'S REVIEW PERIOD. 12.1 Purchaser shall have the right to cancel this Contract on or before September 3, 2014 (the “Outside Termination Date”) by notice to Seller to be received by Seller on or before 3:00 P.M. Eastern Time on the Outside Termination Date (the period of time from the date hereof through and including the Outside Termination Date is herein referred to as “Purchaser's Review Period”). If Purchaser duly cancels this Contract in accordance with this Section 12.1, this Contract shall be deemed terminated and of no further force or effect, except for the provisions expressly stated to survive the Closing, and the Deposit shall be returned to Purchaser. If Purchaser does not duly cancel this Contract in accordance with this subparagraph or if Purchaser waives its right to cancel this Contract, (i) this Contract shall remain in full force and effect and Purchaser shall have no further right to cancel this Contract under this Section 12.1 and (ii) Purchaser shall be deemed to have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any condition actually known to Purchaser as of the Outside Termination Date, including, without limitation a misrepresentation, Non-Permitted Title Objection, any other condition which results in or could result in an Estoppel Default or any breach of a covenant by Seller. Purchaser and Seller have entered into that certain Access Agreement dated July 23, 2014 (the “Access Agreement”), a copy of which is attached hereto as Exhibit 9 and the terms of which are hereby incorporated by reference and made a part hereof, and Purchaser hereby agrees to comply with the terms set forth in the Access Agreement. 12.2 Time shall be of the essence with respect to the dates in this Section 12 for the Outside Termination Date and the giving of Purchaser's cancellation notice. The provisions of this Section 12 shall survive the Closing or termination of this Contract.
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PURCHASER'S REVIEW PERIOD 
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Related to PURCHASER'S REVIEW PERIOD

  • Review Period The Asset Representations Reviewer will complete the Review of all of the Review Receivables within sixty (60) days after having received access to the Review Materials pursuant to Section 3.2(a). However, if additional Review Materials are provided to the Asset Representations Reviewer in respect of any Review Receivables pursuant to Section 3.2(b), the Review period will be extended for an additional thirty (30) days in respect of any such Review Receivables.

  • Sellers’ Representative (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

  • Transition Review Period In accordance with Article 35, Layoff and Recall, the Employer may require an employee to complete a transition review period.

  • Interview Period It is agreed that upon commencement of employment new employees will be advised by a representative of the Hospital of the existence of the Union and the conditions surrounding their employment as contained in the herein collective agreement and any rules that may be formulated under its terms. It is also agreed that a representative of the union will be given an opportunity to interview each employee once within the completing month of his/her probationary period for the purpose of ascertaining the wishes of the employee concerning membership in the Union. Such interview may take place on the day of orientation. The Hospital will notify the Union monthly of the names of those employees who are completing their probationary period and on request will arrange a time and place for such interview that time of which shall not exceed 15 minutes. Neither employee shall suffer loss of regular pay as a result of such interview.

  • Review Periods Owner shall have up to ten (10) Business Days from its receipt of the documents listed in Sections 1.3 and 1.4 above, to issue to Contractor written comments on such documents, Drawings and Specifications. The Owner’s approval rights only apply to documents listed in Section 1.3. If comments are not received for items listed in Section 1.3 in ten (10) Business Days, the Contractor may proceed with the development of the Drawings and Specifications with the design reflected in the uncommented document. Owner will annotate the Drawings and Specifications as appropriate and return to Contractor. In the event that Owner disapproves the Drawings or Specifications, Owner shall provide Contractor with a written statement of the reasons for such rejection within the time period required for Owner’s response, and Contractor shall provide Owner with agreed to revised and corrected Drawings and Specifications as soon as possible thereafter.

  • Inspection Period Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

  • Buyers’ representatives After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense. These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

  • Due Diligence Period (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

  • Seller Representative (a) The Sellers hereby appoint Xxxxxxx as the “Seller Representative.” The Seller Representative shall serve as representative of the Sellers with full power and authority to take all actions under this Agreement and the Ancillary Agreements solely on behalf of each of such Sellers. Each Seller by approval of this Agreement, hereby irrevocably appoints the Seller Representative as the agent, proxy and attorney-in-fact for such Seller for all purposes of this Agreement, including full power and authority on such Seller’s behalf (i) to execute and deliver on behalf of such Seller any waiver hereto, (ii) to take all other actions to be taken by or on behalf of such Seller in connection herewith, (iii) to negotiate, settle, compromise and otherwise handle all disputes under Section 2.6 and claims made under Sections 5.3 or Article 6 hereof, and (iv) to do each and every act and exercise any and all rights which such Seller or Sellers collectively are permitted or required to do or exercise under this Agreement or the Ancillary Agreements. Each Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Seller Representative and shall survive the death, incapacity or bankruptcy of any Seller. Neither the Seller Representative nor any agent employed by it shall incur any liability to any Seller relating to the performance of its duties hereunder except for actions or omissions constituting fraud, gross negligence or willful misconduct. (b) The Seller Representative agrees that it shall not commence proceedings to liquidate, dissolve or wind up its affairs without providing to Buyer and each other Seller prior written notice of its intention to do so. Upon receipt of such notice, Buyer and the Seller Representative shall have the right, and hereby agree, to appoint a mutually acceptable substitute Person (which may or may not be a Seller) to act as “Seller Representative” hereunder with all rights, powers and authority to act on behalf of the Sellers as the initial Seller Representative has pursuant to this Section 7.1(b). (c) Any expenses or liabilities incurred by the Seller Representative in connection with the performance of its duties in such capacity under this Agreement or the Ancillary Agreements shall be reimbursed to the Seller Representative by the Sellers. The Seller Representative may from time to time submit invoices to the Sellers covering their Adjusted Pro Rata Portion of such expenses and/or liabilities and, upon the request of any Seller, shall provide such Seller with an accounting of all expenses paid. In addition to any other rights or remedies, the Seller Representative may, upon prior or contemporaneous written notice, offset any amounts determined by it to be owed by any Seller to the Seller Representative against any amounts to be paid to the Sellers. (d) Each Seller shall severally, but not jointly, based on their respective Adjusted Pro Rata Portion, indemnify and hold harmless, the Seller Representative from any and all losses, liabilities and expenses (including the reasonable fees and expenses of counsel) arising out of or in connection with the Seller Representative’s execution and performance (solely in its capacity as the Seller Representative and not in its capacity as a Seller) of this Agreement and the Ancillary Agreements, except for fraud or willful misconduct by the Seller Representative. This indemnification will survive the termination of this Agreement and the Ancillary Agreements. The Seller Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Seller Representative in accordance with such advice, the Seller Representatives will not be liable to the Sellers. In no event will the Seller Representative (solely in its capacity as the Seller Representative and not in its capacity as a Seller) be liable hereunder or in connection herewith to any of the Sellers for any indirect, punitive, special or consequential damages. (e) Each Seller (including, in each case for purposes of this Section 7.1(e), the Seller Representative) agrees that Buyer and, following the Closing, LPT, shall be entitled to rely on any action taken by the Seller Representative, on behalf of each Seller (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Each Seller agrees to pay, and to indemnify and hold harmless, each of the Buyer Parties from and against any Losses which they may suffer, sustain, or become subject to, as the result of any claim by any Person that an Authorized Action is not binding on, or enforceable against, any Seller. In addition, each Seller hereby releases and discharges Buyer and, following the Closing, LPT, from and against any Losses arising out of or in connection with the Seller Representative’s failure to distribute any amounts received by the Seller Representative on the Sellers’ behalf to the Sellers. Payment of all amounts paid by or on behalf of Buyer to the Seller Representative shall constitute payment by Buyer to each of the Sellers and satisfaction of the Buyer’s obligation to pay such amount hereunder (notwithstanding any withholding by the Seller Representative).

  • Study Period (a) The Buyer shall have the right, upon prior reasonable written notice to the Seller to examine the books and records relating to the Property, to enter upon the Land and to perform, at the Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Buyer may deem appropriate, taking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in its sole discretion, and (ii) none of the Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property or (y) intentionally or unreasonably interfere with the rights of Hotel guests or others who may have a legal right to use or occupy the Property or (z) otherwise intentionally or unreasonably interfere with the operation of the Property. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason, or no reason, the Buyer notifies the Seller, in writing, prior to 5:00 p.m. Central Time on the last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Xxxxxxx Money shall be immediately returned to the Buyer, and, upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). (b) Promptly after the Effective Date, and throughout the term of this Agreement as any of the materials listed in Schedule B become available to the Seller or are amended or updated, (to the extent not previously provided or made available to the Buyer) the Seller shall deliver to the Buyer, copies of such materials which are in, or come into, the Seller’s possession or control. (c) Buyer hereby agrees to indemnify, defend and hold the Seller, and its employees, guests, contractors, tenants, manager and their respective invitees harmless from all personal injury or property damage suffered or incurred by or claimed against the foregoing arising directly out of any due diligence activities conducted or the entry upon the Land by any of Buyer, its representatives, lenders, consultant or agents, provided, however, such indemnity shall not cover liability arising from pre-existing conditions unless such pre-existing conditions are exacerbated by the Buyer or its consultants, agents, contractors, employees or representatives, in which case the Buyer shall be liable for and to the extent of the exacerbated condition and not the pre-existing condition. The Buyer, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Buyer, or its agents or contractors, but specifically excluding restoring or correcting any environmental or other damage to the Real Property that is discovered as a result of such tests or studies. The Buyer and any of its agents and contractors shall maintain at all times during their entry upon any of the Property for the purpose of conducting any due diligence activities, commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) combined single limit, bodily injury, death and property damage insurance per occurrence. Upon the Seller’s request, Buyer (or its agents or contractor) will deliver a certificate issued by the insurance carrier of each such policy to the Seller prior to any entry upon any Property. (d) The Buyer’s obligations under this SECTION 3.1 shall survive any termination of this Agreement or the Closing of the transaction contemplated herein.

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