Review and Inspection. (a) Prior to Closing, Purchaser shall have a right to enter upon the Property for the purpose of conducting its Due Diligence provided that in each such instance:
(i) Purchaser provides reasonable prior notice to Seller in writing of its intent to enter the Property to conduct its Due Diligence as set forth below;
(ii) Purchaser’s Due Diligence shall be conducted so as not to interfere in any material respect with, and shall take into consideration, the use and operation of the Property by Operating Lessee;
(iii) Purchaser is in full compliance with the insurance requirements set forth in Section 4.05; and
(iv) any intrusive or destructive investigations shall require Seller’s prior written consent.
(b) At Seller’s election, a representative of Seller shall be present during any entry by Purchaser or its representatives upon the Property for Due Diligence.
(c) Purchaser shall use commercially reasonable efforts to ensure that neither it nor any of its representatives interfere with the guests of the Hotel or ongoing operations occurring at the Property. Purchaser shall notify Seller in writing not less than one (1) Business Day in advance of undertaking any Due Diligence at the Property, which notification shall describe the nature of the review work to be undertaken, the estimated time and duration of the review and shall identify the parties making the review.
(d) Purchaser shall not cause or permit any mechanics’ liens, materialmen’s liens, or other liens to be filed against the Property as a result of its Due Diligence.
(e) Any meetings or interviews with any Employees prior to the Closing Date must be scheduled through Xxxx Xxxxxx or Xxx Xxxxxxx of Seller or the general manager of the Property, on behalf of Manager, and representatives of Seller and/or Manager shall be permitted to attend any such meeting or interview.
(f) Any Due Diligence performed at the Property shall be done at Purchaser’s sole cost and expense by agents, consultants or contractors hired by Purchaser who are reasonably acceptable to Seller.
(g) Purchaser will not be required to deliver or disclose any proprietary information prepared for Purchaser in connection with this transaction, i.e. internal models, budgets and projections and renovation plans.
Review and Inspection. The Purchaser is relying on his own analysis regarding CSI’s operations, financial condition, assets, liabilities and other relevant matters as the Purchaser deemed necessary or desirable in order to evaluate the merits and risks of the prospective investment contemplated herein. The Purchaser acknowledges that he has not relied upon any information given to the Purchaser, or any statements made, by CSI or any officers or directors of CSI, except for the representations and warranties of CSI expressly made herein.
Review and Inspection. Purchaser shall have a right to enter upon the Property for the purpose of conducting its Due Diligence provided that in each such instance (i) Purchaser notifies Seller in writing of its intent to enter the Property to conduct its Due Diligence not less than twenty-four (24) hours prior to such entry; (ii) the date and time period are scheduled with Seller; and (iii) Purchaser is in full compliance with the insurance requirements set forth in Section 4.6. At Seller’s election, a representative of Seller shall be present during any entry by Purchaser or its representatives upon the Property for Due Diligence. Purchaser shall take all necessary actions to ensure that neither it nor any of its representatives unreasonably interfere with the guests of the Hotel or ongoing operations occurring at the Property. Purchaser shall not cause or permit any mechanic liens, materialmen’s liens or other liens to be filed against the Property as a result of its Due Diligence.
Review and Inspection. 5.2.1 To ensure compliance with Licensee’s obligations under this Agreement, Alliance has the right, in its discretion, to review and inspect Licensee’s Certified Product and all advertising and promotional materials, packaging materials, and technical information (so long as the technical information requested is limited to that which is reasonably necessary to evaluate compliance) related to the Certified Product to ensure compliance with this Agreement. Licensee shall cooperate fully in providing Alliance reasonable access to Licensee’s (and/or its Licensee Contractors’) documents, advertising and promotional materials, packaging materials, and technical information, related to the Certified Product, including providing Alliance with up to two (2) commercially-available samples of the Certified Product, at Alliance’s request and at no cost to Alliance. Licensee agrees to provide the requested materials to Alliance (or provide access to such materials) as soon as reasonably practicable after receiving Alliance’s request for the same. Alliance agrees to ensure the confidentiality of any Licensee confidential information, including entering into a non-disclosure agreement with Licensee regarding the handling of such information, accessed, reviewed or inspected by Alliance pursuant to this Section 5.2. Alliance agrees to use no less than reasonable care to protect against disclosure or improper use of Licensee’s confidential information accessed, reviewed or inspected pursuant to this Section 5.2.
5.2.2 If, as a result of Alliance’s review and inspection under this Section 5.2, Alliance reasonably determines that Licensee is not using the Xxxx(s) in compliance with this Agreement, Licensee agrees that, if required by Alliance, Licensee will make appropriate changes to the Certified Product or other materials in order to ensure proper protection of the Xxxx(s), and/or that Licensee will require its Licensee Contractors to make such changes. Licensee agrees to make such changes within thirty (30) calendar days after receiving notice of the required changes from Alliance, or sooner if reasonably possible; provided, however, that the Parties may agree to a longer period for Licensee’s compliance with any required changes regarding its use of the Xxxx(s), if the circumstances reasonably require such a longer period. If, however, Alliance does not agree to a longer period for compliance, Licensee must make the required changes within the thirty- (30-) day period....
Review and Inspection. 3399 Contractor agrees to provide or make available its records of any and all companies conducting 3400 operations addressed in this Agreement to CCCSWA and its official representatives for review during 3401 normal business hours. During the Term of this Agreement, the CCCSWA, its auditors, and other agents, 3402 shall have the right, during normal business hours, to conduct unannounced on‐site inspections of the 3403 records and accounting systems of Contractor and to make copies of any documents it deems relevant 3404 to this Agreement. In the event the custodian of such records and systems is not on the premises at the 3405 time of inspection, Contractor shall not be in breach of this Agreement, the CCCSWA shall then give 3406 notice to Contractor requesting access to the records, and Contractor shall make arrangements to allow 3407 for inspection within twenty‐four (24) hours of such notice. The CCCSWA’s right to inspection of records 3408 under this paragraph shall continue for five (5) years after the expiration or early termination of this 3409 Agreement. However, after expiration or early termination of this Agreement, the CCCSWA shall 3410 provide Contractor with a written request to inspect records and Contractor shall make records
Review and Inspection. The Provider will promptly notify the Company when the work required under a Company Maintenance Request is complete so that the Company can review and inspect such work to ensure its accuracy. The Company will notify the Provider of any errors, omissions, and other issues via email or telephone as soon as practicable following discovery. The Provider will use best efforts to resolve any such errors, omissions, and issues as quickly as possible.
Review and Inspection. During the Contingency Period, Purchaser shall have the right, in its sole and absolute discretion, to conduct, at its sole cost and expense, such investigations, studies, surveys, analyses and tests on and of the Real Property, environmental audits or surveys, studies and tests of the Real Property and its physical, environmental, economic and legal condition as Purchaser shall, in its sole and absolute discretion, determine are necessary or desirable, including, without limitation, structural tests, environmental audits and studies, and other engineering tests, and to make such evaluations as Purchaser may, in its sole and absolute discretion, determine are necessary or desirable under the circumstances, all subject to Section 5.3(a) below. In order to perform the foregoing investigations, Purchaser, its agents, contractors, employees and potential lenders, shall have reasonable access to the Real Property, all for the purposes of inspecting the same and conducting tests, inspections, and analyses thereon and making evaluations thereof, all at Purchaser’s expense, and Seller shall, within seven (7) calendar days after the Opening of Escrow and only to the extent such documents exist and are in Seller’s possession, provide Purchaser all contracts (service, maintenance or management), permits, licenses, plans, surveys, studies, drawings, reports, CC&Rs, insurance policies, guarantees and warranties regarding or relating to the Real Property. Purchaser may, at any time during the Contingency Period, terminate this Agreement for any reason or no reason at all in Purchaser’s sole and absolute discretion upon written notice to Seller, in which case the Deposit shall be returned to Purchaser and, except for the indemnity provided in Section 5.3(a) below, this Agreement shall be null and void and of no further force and effect. All due diligence investigations, if any, and the results, reports, and other work product relating thereto, shall be Purchaser’s property and solely for the benefit of Purchaser.
Review and Inspection. 1. After receipt of the evidence of completion, the PHA agrees to review the evidence of completion for compliance with paragraph C of this section and, if applicable, Section 2.10.
2. A PHA representative must inspect the unit(s) to be assisted to determine that the work has been completed in accordance with the requirements of this Agree- ment. If the inspection discloses defects or deficiencies the inspector will report them to the PHA with sufficient detail and information for purposes of this section.
Review and Inspection. As-Is" Purchase; Conditions To Agreement.
Review and Inspection. ENGINEER and any Subcontractors shall permit COUNTY and/or AGENCIES to review and inspect PROJECT activities including review and inspection on a daily basis.
