Study Period Sample Clauses

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 ...

Study Period. (a) The Purchaser shall have the right, until the -------------- end of the Study Period, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate provided Purchaser gives Sellers at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the LLC, including, without limitation, a full environmental due diligence audit and investigation of the Property and UCC, lien, litigation, judgment and bankruptcy searches on the LLC. Promptly following the signing of the Agreement by both parties, Sellers shall provide to Purchaser access to all information in connection with the Property and the LLC as required by Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, and other relevant documents for completing the transactions contemplated in this Agreement. If such tests, studies and investigations warrant, in the Purchaser's sole, absolute and unbelievable discretion, the purchase of the Interests for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Sellers prior to the expiration of the Study Period. If for any reason the Purchaser does not so notify the Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Purchaser notifies the Sellers, in writing, prior to the expiration of the Study Period that it has determined, for any reason, and in Purchaser's sole, absolute and unbelievable discretion, not to proceed to Closing, this Agreement automatically shall terminate, and the Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Sellers naming the LLC as an additional insured...

Study Period. For the period from the date of this Agreement through 5 p.m., (Chicago, Illinois time) on February 15, 2011 (“Study Period”), Purchaser or its agents shall have the right, at Purchaser’s sole cost and expense, to inspect and review the Property, the physical and environmental condition thereof, and such other information it may desire concerning the Property, including, without limitation, obtaining an engineering report and so-called “Phase 1” environmental report on the Property, inspecting and auditing the books and records of the Property, inspecting accounting information regarding cash flow, billing and real estate taxes, inspecting financial statements and company background on tenants of the Property, reviewing Seller’s insurance on the Property, inspecting the state of title and survey to the Property and conducting such other investigations of the Property as Purchaser deems necessary, subject to the terms and provisions of this Agreement (collectively, the “Inspections”). Seller further agrees to make its books and records relating to the Property available for inspection and audit by Purchaser or its agents and to execute and deliver (at the time of completion of the KPMG audit) the audit letter in favor of KPMG (Purchaser’s auditors) in the form attached hereto as Exhibit “P,” and made a part hereof (the covenants of Seller described by this sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller’s files, books and records relating to the Property. Purchaser shall not conduct any environmental studies of the Property more extensive than a “Phase 1” level review without first obtaining Seller’s prior written consent, which may be given or withheld in each Seller’s sole and absolute discretion. Purchaser shall dispose of all Hazardous Materials removed from or at the Property in connection with its environmental studies thereof at its sole cost and expense in accordance with all applicable laws, which obligation, notwithstanding anything to the contrary herein, shall survive termination or expiration of this Agreement and shall be in addition to the liability of Purchaser, if any, under Section 14(b). In connection with Purchaser’s due diligence, Seller shall, at Seller’s sole cost and expense, provide Purchaser with a current ALTA survey (the “Survey”) of the Property (prepared in accordance with the survey certification attached hereto as Exhibit N and made a part hereof), no later than 21-days from the...

Study Period. Seller hereby grants to Buyer and Buyer’s agents, employees, engineers, contractors, and surveyors the right to enter the Property upon reasonable notice to Seller, at any reasonable time for purposes of performing tests, investigations, surveys and studies all to be performed at the sole expense of Buyer in accordance with the following conditions: (a) Buyer shall not undertake any intrusive or invasive testing without Seller’s prior written consent. Buyer shall not be permitted to meet with any governmental authorities in relation to the Property without providing prior notice to Seller and affording Seller the opportunity to participate in any such meeting, as Seller may deem necessary, in Seller’s sole discretion. (b) In the event of any damage to the Property by Buyer’s agents, employees, engineers, contractors or surveyors, Buyer shall restore the Property to the condition that existed prior to such damage. Buyer hereby indemnifies, defends and holds harmless Seller from and against any and all claims, damages, expenses, liens and liabilities (including, without limitation, reasonable attorneys’ fees and court costs) arising, directly or indirectly, from any damage to persons and/or property and Buyer shall repair any damage to the Property, resulting from or relating to, Buyer’s exercise of its right of entry and inspection pursuant to this Contract or otherwise. This indemnity shall survive the termination of this Contract. (c) Prior to entry onto the Property and throughout the course of investigations and studies conducted on the Property, Buyer and Buyer’s agents and inspectors conducting such studies, shall obtain and maintain comprehensive general liability insurance covering Buyer, Buyer’s agents, or Buyer’s inspectors, entry on the Property and inspections thereof, which insurance shall be in an amount equal to One Million Dollars ($1,000,000.00) for any one occurrence or accident with an aggregate of Two Million Dollars ($2,000,000.00), and shall name Seller as an additional insured thereunder. Buyer shall, if and when requested by Seller, provide Seller with a copy of its certificate of insurance evidencing such insurance. Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937 (d) Buyer shall have until 5:00 pm EST on the day that is Forty-Five (45) days from the Effective Date, hereafter defined (the “Study Period”) to determine that (i) the Property is suitable for Buyer’s proposed use and (ii) Buyer is satisfied with the...

Study Period. The Purchaser shall have the Study Period to physically inspect the Properties, review the economic data relating to the Assets, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Properties for the presence of Hazardous Materials and compliance with laws, investigate development potential of the Properties, conduct title examinations and lien searches relating to the Assets, the Securities and the Properties, obtain surveys of the Real Properties, review the Lease Documents and the Loan Documents, review the Organizational Documents and other corporate/organizational records relating to the Subsidiaries, review the financial records of the Subsidiaries, review of the Estoppel Certificates and to otherwise conduct any such due diligence review of the Assets, the Subsidiaries and the Properties and all records and other materials related thereto as the Purchaser, in its absolute discretion, deems appropriate. If, between the date of this Agreement and the end of the Study Period, the Purchaser shall, for any reason, or for no reason, in the Purchaser's sole discretion, determine that it does not wish to purchase the Assets, the Purchaser shall be entitled to terminate this Agreement by giving written notice of such termination prior to 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period (the "Termination Notice") and thereupon, except for matters specifically surviving the termination of this Agreement and any breach of representations and warranties contained herein, the Meditrust Entities and the Purchaser shall have no further obligations or liabilities to each other hereunder. If the Purchaser does not elect to terminate this Agreement in accordance with the provisions of the foregoing sentence, the Purchaser shall deliver the Deposit to the Escrow Agent prior to 5:00 P.M. East Coast time on the fourth (4th) Business Day following the expiration of the Study Period. The Purchaser shall have until 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period to give the Sellers a written notice (the "Title Objection Notice") that sets forth in reasonable detail (a) any objections that the Purchaser has to any title or survey matters affecting any Leased Property that (i) would materially and adversely interfere with the use of such Leased Property (as it is currently being used), (ii) were not disclosed in any ...

Study Period. Notwithstanding Section 2.1 of the Existing Agreement, the Study Period shall be extended until July 8, 2005 for all purposes under the Agreement.

Study Period. (a) Buyer shall have a period commencing on the Effective Date and ending at 5:00 p.m. (California Time) on the thirtieth (30th) day following the Effective Date (the “Study Period”) within which to (i) have an ALTA survey of the Property made by a surveyor or engineer, which survey shall be subject to the final approval of Seller which approval will not be unreasonably conditioned, withheld or delayed, (ii) conduct an inspection of the Property, including the right to conduct surveys, appraisal, environmental site assessments, not to exceed a Phase I without the prior written consent of Seller, flood and wetland assessments, traffic and marketing studies, engineering reviews, and for other testing, physical inspections and investigations, zoning verification, and undertaking such other activities as are appropriate or desirable concerning the Property, (iii) interview Xxxxxx Xxxxx, the Director of Operations of Owing Corning Sales, LLC, provided that Seller shall have a right to have a representative present during any such tenant interview(s), and (iv) determine, in Buyer’s sole opinion and discretion, the suitability of the Property for acquisition by Buyer or Buyers’ permitted assignee. Buyer shall provide Seller twenty-four (24) hour written notice prior to any visit to the Real Property together with a listing of the names of all parties that will be present and their purpose for being present on the Real Property. The cost and expense of all of the aforesaid items shall be borne solely by Buyer. To the extent Seller has not done so prior to the Effective Date, Seller or Seller’s agent will, from and after the Effective Date, make available (at reasonable times and places or by electronic transmission) for Buyer’s review the Property Information Materials. (b) Buyer agrees to indemnify and hold Seller harmless from and against any and all liability, including reasonable attorney fees, arising out of any and all claims as a result of or related to any and all actions taken by Buyer, its agents, employees and independent contractors pursuant to or in furtherance of this Section 8; provided, however that Buyer shall have no obligation to indemnify Seller with respect to Buyer’s mere discovery (as opposed to exacerbation) of pre-existing conditions or issues. Buyer shall provide to Seller prior to its or its agents’, employees’, consultants’ or representatives’ entry on the Property certificates of liability insurance insuring Buyer and Seller pursuant t...

Study Period. Purchaser shall have the period ending at 6:00 p.m. (local time in Boston, Massachusetts) on July 8, 2005 (the "Study Period"), to physically inspect the Property, review economic data and market conditions, underwrite the Tenant and review the Lease, conduct appraisals, make inquiry of governmental officials, perform examinations of the physical condition of the Improvements, examine the Real Property for the presence of Hazardous Materials, and to otherwise conduct such due diligence and underwriting as Purchaser, in its sole and absolute discretion, deems appropriate in accordance with Section 5.1(b) above. This Agreement shall terminate unless, before 6:00 p.m. on the first business day following the end of the Study Period (the "Study Period Notice Deadline"), Purchaser gives Seller written notice (the "Study Period Notice") that Purchaser, in its absolute and unreviewable discretion, elects to proceed with the purchase of the Property subject to and in accordance with the terms of this Agreement. In addition, at any time before the Study Period Notice Deadline, Purchaser may, in its absolute and unreviewable discretion, terminate this Agreement by giving written notice thereof to Seller (the "Termination Notice"). In the event that either: (a) Purchaser gives a Termination Notice before the Study Period Notice Deadline, or (b) Purchaser does not give a Termination Notice but fails to give the Study Period Notice before the Study Period Notice Deadline, this Agreement shall automatically terminate, the Deposit promptly shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations or liabilities to each other hereunder other than Purchaser's obligations under Section 5.1(b)(iv), this Section 5.2 and Section 5.3. In the event of a termination of this Agreement for any reason, Purchaser shall deliver to Seller originals or copies of all materials and documents in Purchaser's possession relating to the Property and obtained by Purchaser during its investigation of the Property.

Study Period. (a) The Acquiror shall have the right, until the end of the Study Period (and thereafter if the Acquiror does not notify the Contributor that the Acquiror has elected to terminate this Agreement in the manner described below) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. (b) If such tests, studies, investigations and audits reveal (i) material structural or environmental problems, or (ii) material discrepancies in the financial statements, the Acquiror may elect not to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing for one or more of the reasons set forth in this Section 2.3(b), this Agreement automatically shall terminate, the

Study Period. Buyer shall have until 6:00 p.m. on the date that is sixty (60) days following the Effective Date, as defined below (the "Study Period") to perform a feasibility study of the Project, including, but not limited to, test borings, soil analyses, hydrologic and environmental surveys, marketing and feasibility studies, structural and engineering investigations, reviewing the books and records of the Seller and the Project, financial analyses and verifications of existing zoning and status of title and conferences with governmental staff members. In the event that any such examinations, studies, tests, reviews and/or inspections cause Buyer, in its sole and absolute discretion, to believe that it is not prudent to proceed to Closing, then Buyer may, at any time during the Study Period, terminate this Agreement by giving written notice of such termination to Seller, whereupon the parties hereto shall be released from any and all further liability and obligation hereunder and the Initial Deposit shall promptly be returned to Buyer. In the event Buyer does not provide written notification to Seller during the Study Period of termination of this Agreement, Buyer shall be deemed not to have elected to terminate this Agreement and the parties hereto shall remain subject to the terms and conditions of this Agreement. In the event Buyer does not terminate the Agreement as provided in this Section 9.01, Buyer and/or its designees shall have the continued right until Closing, as hereinafter defined, to inspect, survey and make other tests of the Project.