Common use of Right to Enter Property Clause in Contracts

Right to Enter Property. Commencing on the Opening of Escrow, and continuing thereafter until the Close of Escrow or termination of this Agreement, Buyer and its agents and contractors shall have the right, at Buyer’s sole cost and expense, and upon at least twenty-four (24) hours prior notice to the Seller whose Facility will be affected, to enter onto the Facilities at reasonable times and in a reasonable manner for the purpose of making such tests and inspections as Buyer deems necessary in connection with this Agreement. Sellers shall assist Buyer in arranging such tests and inspections. Buyer shall not unreasonably disturb or annoy any Residents in the course of making such tests and inspections and/or interviews. Buyer understands that the Residents are receiving medical care, have contractual and statutory rights to privacy and non-disturbance, are in various states of health, and therefore are not subject to ordinary or uniformly applied standards of “reasonable disturbance”. Buyer shall maintain or cause its consultants to maintain liability insurance coverage applicable to such tests and inspections with coverage in an amount equal to $1,000,000 per occurrence, naming Sellers as an additional insured as their interests may appear. After making such tests and inspections, Buyer shall restore the Facilities to their respective conditions prior to such tests and inspections. Buyer hereby agrees to indemnify, defend and hold harmless Sellers from any loss, damage, costs or expenses (including, without limitation, attorneys’ fees) incurred by Sellers by reason of Buyer or its agents or contractors in exercising its rights hereunder or otherwise going upon any of the Facilities prior to the Close of Escrow. The foregoing indemnity obligations shall survive the Close of Escrow or earlier termination of this Agreement. Such indemnity shall in no event extend to any costs or damages with respect to any claims of diminution in the value of any Facility, and such indemnity shall be in addition to Sellers’ right to the Deposit as liquidated damages for breach of this Agreement. As a condition to the Close of Escrow (solely for the benefit of Buyer), Buyer and its agents and contractors shall have the right, subject to the provisions herein, to enter onto the Facilities to determine that the condition of the Facilities, with respect to the contingencies set forth in Section 3, has not materially and adversely changed from the date of the approval of such contingencies. The foregoing condition precedent shall survive the Due Diligence Expiration Date.

Right to Enter Property. Commencing Subject to the provisions of this Section 13, commencing on the Opening of Escrow, and continuing thereafter until the Close of Escrow or termination of this Agreement, Buyer and its agents and contractors Buyer’s Representatives (as defined in Section 13.3 below) shall have the right, at Buyer’s sole cost and expense, and upon at least twenty-four (24) hours prior notice to the Seller whose Facility will be affected, to enter onto the Facilities Land and/or the Improvements at reasonable times and in a reasonable manner for the purpose of making such tests and inspections as Buyer deems necessary in connection with this Agreement. Sellers Seller shall assist Buyer in arranging such tests and inspections. ; provided, however, that (i) Buyer shall give Seller reasonable notice prior to any such entry, tests or inspections by Buyer and/or Buyer’s Representatives and shall also comply with any notice, security or other requirements set forth in the Hospital Lease that may be applicable to any such entry, provided that any notice to be provided to Hospital Tenant shall be provided only by Seller upon receipt of Buyer’s written notice to Seller contemplated herein, (ii) any entry and activities on or about the Property by Buyer and/or any of Buyer’s Representatives shall not unreasonably disturb or annoy any Residents in Patients and shall not unreasonably interfere with Seller’s or Hospital Tenant’s use or enjoyment of the course of making such tests and inspections and/or interviews. Buyer understands that the Residents are receiving medical careProperty, have contractual and statutory rights to privacy and non-disturbance, are in various states of health, and therefore are not subject to ordinary or uniformly applied standards of “reasonable disturbance”. Buyer shall maintain or cause its consultants to maintain liability insurance coverage applicable to such tests and inspections with coverage in an amount equal to $1,000,000 per occurrence, naming Sellers as an additional insured as their interests may appear. After (iii) after making such tests and inspections, Buyer shall (at Buyer’s sole cost and expense) promptly restore the Facilities Property to their respective conditions the condition existing prior to such tests and inspections. Buyer hereby agrees to indemnify, defend inspections and hold harmless Sellers repair any and all damage resulting from any lossof the tests, damagestudies, inspections and investigations performed by or on behalf of Buyer and/or any Buyer’s Representatives, (iv) Buyer shall promptly pay when due all costs and expenses for all inspections conducted by Buyer or expenses any of Buyer’s Representatives, (v) Buyer shall deliver to Seller, within five (5) business days following receipt by Buyer, without charge to Seller, and without any representation or warranty by Buyer as to the accuracy or completeness thereof, true and correct copies of all reports and assessments prepared by any of Buyer’s Representatives or otherwise prepared for Buyer by any third party contractor, consultant or agent with respect to the Property, including, without limitation, attorneys’ fees) incurred by Sellers by reason of Buyer any reports, findings, results or its agents other information relating to physical or contractors in exercising its rights hereunder or otherwise going upon any of the Facilities prior to the Close of Escrow. The foregoing indemnity obligations shall survive the Close of Escrow or earlier termination of this Agreement. Such indemnity shall in no event extend to any costs or damages with respect to any claims of diminution in the value of any Facility, and such indemnity shall be in addition to Sellers’ right to the Deposit as liquidated damages for breach of this Agreement. As a condition to the Close of Escrow (solely for the benefit of Buyer), Buyer and its agents and contractors shall have the right, subject to the provisions herein, to enter onto the Facilities to determine that the environmental condition of the FacilitiesProperty or any portion thereof, with respect to and (vi) Buyer shall keep the contingencies set forth in Section 3Property free and clear of all liens or other encumbrances that may arise out of any entry, has not materially and adversely changed from the date tests or inspections by Buyer and/or any of the approval of such contingencies. The foregoing condition precedent shall survive the Due Diligence Expiration DateBuyer’s Representatives.

Right to Enter Property. Commencing on the Opening of Escrow, and continuing thereafter until the Close of Escrow or termination of this Agreement, Buyer and its agents and contractors shall have the right, at Buyer’s sole cost and expense, and upon at least twenty-four (24) hours prior notice to the Seller whose Facility will be affected, to enter onto the Facilities at reasonable times and in a reasonable manner for the purpose of making such tests and inspections as Buyer deems necessary in connection with this Agreement; provided, however, no such tests or inspections shall be physically intrusive without the prior written consent of Seller which may be withheld in Seller’s sole discretion; and provided, further, that nothing in this Section 12 shall be construed as extending the due diligence period beyond the Due Diligence Expiration Date. Sellers Seller shall at no cost to Seller assist Buyer in arranging such tests and inspections. Buyer shall not unreasonably disturb or annoy any Residents residents in the course of making such tests and inspections and/or interviews. Buyer understands that the Residents are receiving medical care, have contractual and statutory rights to privacy and non-disturbance, are in various states of health, and therefore are not subject to ordinary or uniformly applied standards of “reasonable disturbance”. Buyer shall maintain or cause its consultants to maintain liability insurance coverage applicable to such tests and inspections with coverage in an amount equal to $1,000,000 per occurrence, naming Sellers as an additional insured as their interests may appear. After making such tests and inspections, Buyer shall restore the Facilities to their respective conditions prior to such tests and inspections. Buyer hereby agrees to indemnify, defend and hold harmless Sellers Seller from any loss, damage, costs or expenses (including, without limitation, attorneys’ fees) incurred by Sellers Seller by reason of any actual physical damage to the Facilities or injury to persons caused by Buyer or its agents or contractors in exercising its rights hereunder or otherwise going upon any of the Facilities prior to the Close of Escrowhereunder. The foregoing Such indemnity obligations shall survive the Close of Escrow or earlier termination of this Agreement. Such indemnity shall in no event extend to any costs or damages with respect to any claims Agreement for a period of diminution in the value of any Facility, and such indemnity shall be in addition to Sellers’ right to the Deposit as liquidated damages for breach of this Agreementone (1) year. As a condition to the Close of Escrow (solely for the benefit of Buyer), Buyer and its agents and contractors shall have the right, right to enter (subject to the terms and provisions herein, to enter of this Section 12) onto the Facilities to determine that the condition of the Facilities, Facilities with respect to the contingencies contingency set forth in Section 3, has not materially and adversely changed from the date of the approval of such contingencies. The foregoing condition precedent shall survive the Due Diligence Expiration Date3(e).

Right to Enter Property. Commencing on the Opening of Escrow, and continuing thereafter until the Close of Escrow or termination of this AgreementDue Diligence Expiration Period, Buyer and its agents and contractors shall have the right, at Buyer’s sole cost and expense, and upon at least twenty-four (24) hours prior notice to the Seller whose Facility will be affected, to enter onto the Facilities at reasonable times and in a reasonable manner for the purpose of making such the following tests and inspections: the Surveys; phase I environmental inspections; appraisals; and physical plant inspections as Buyer deems necessary in connection (collectively, the “Permitted Inspections”). If the Permitted Inspections reveal one or more conditions that necessitate additional tests and inspections, then the parties shall mutually agree upon the frequency and timing of such additional tests and inspections, which agreement shall not be unreasonably withheld, delayed, or conditioned. All site visits will be scheduled with this AgreementXx. Sellers Xxxxx-Xxxxx (via email at xxxxxxxxxxx@xxxxxxxxxxxxx.xxx) with no less than forty-eight (48) hours prior notice. Seller shall at no cost to Seller assist Buyer in arranging such tests and inspections. Buyer shall not unreasonably disturb or annoy any Residents in the course of making such tests and inspections and/or interviews. Buyer understands that the Residents are receiving medical care, have contractual and statutory rights to privacy and non-disturbance, are in various states of health, and therefore are not subject to ordinary or uniformly applied standards of “reasonable disturbance”. Buyer shall maintain or cause its consultants to maintain liability insurance coverage applicable to such tests and inspections with coverage in an amount equal to $1,000,000 per occurrence, naming Sellers as an additional insured as their interests may appear. After making such tests and inspections, Buyer shall restore the Facilities to their respective conditions prior to such tests and inspections. Buyer hereby agrees to indemnify, defend and hold harmless Sellers Seller from any loss, damage, costs or expenses (including, without limitation, attorneys’ fees) incurred by Sellers Seller by reason of any actual physical damage to the Facilities or injury to persons caused by Buyer or its agents or contractors in exercising its rights hereunder or otherwise going upon any of the Facilities prior to the Close of Escrow. The foregoing indemnity obligations shall survive the Close of Escrow or earlier termination of this Agreementhereunder. Such indemnity shall in no event extend to any costs or damages with respect to any claims of diminution in the value of any Facility, and such the Facilities. Such indemnity shall be in addition to Sellers’ right to survive the Deposit as liquidated damages for breach Close of Escrow or earlier termination of this AgreementAgreement for a period of one (1) year. As a condition to the Close of Escrow (solely for the benefit of Buyer), Buyer and its agents and contractors shall have the right, right to enter (subject to the terms and provisions herein, to enter of this Section 0) onto the Facilities to determine that the condition of the Facilities, with respect to the contingencies set forth in Section 3, has not materially and adversely changed from the date of the approval of such contingencies. The foregoing condition precedent Neither Buyer nor any of Buyer’s agents and contractors shall survive contact any Facility or Facility employee without the Due Diligence Expiration Dateprior written consent of Xx. Xxxxx-Xxxxx, which consent may not be unreasonably withheld, conditioned or delayed. Buyer and New Operator will have contact with each Facility’s administrator during the Permitted Inspections and visits permitted under this Section 11; provided, however, that neither Buyer nor New Operator shall disclose the transaction contemplated by this Agreement during such Permitted Inspections and visits.