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 Acquiror shall have the right, until the end of the Study Period, to enter upon the Real Property 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. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the purchase of the Interests for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or 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, this Agreement automatically shall terminate, and the Acquiror shall be released from any further liability or obligation under this Agreement.
(b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor’s possession or control.
(c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror.
(d) During the Study Period, the Acquiror, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. The Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects and to proceed to Closing. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or ca...
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. (a) Purchaser shall have a period commencing on the Effective Date and expiring at 6:00 p.m. (Eastern time) on February 28, 2020 (the “Study Period”) in which to perform its due diligence inspections, investigations, examinations, tests, studies and assessments with respect to all matters pertaining to the Property. Before the expiration of the Study Period, Purchaser shall deliver to Seller written notice of Purchaser’s election, in its sole and absolute discretion for any reason or no reason, either (i) to proceed with the transactions contemplated by this Agreement (the “Notice to Proceed”) or (ii) to terminate this Agreement (the “Termination Notice”). If, before the expiration of the Study Period, Purchaser delivers neither the Notice to Proceed nor the Termination Notice, then Purchaser shall be deemed to have delivered the Termination Notice as of the expiration of the Study Period. If Purchaser delivers the Notice to Proceed, then Purchaser shall be deemed to have waived any further right to terminate this Agreement in accordance with this paragraph and this Agreement shall continue in full force and effect; if Purchaser delivers (or is deemed to have delivered) the Termination Notice, then Escrow Agent promptly shall refund the Deposit to Purchaser, and thereafter this Agreement shall terminate and be of no further force or effect and Seller and Purchaser shall be released from further obligation and liability under this Agreement, at law and in equity.
(b) To the extent not previously provided to Purchaser and to the extent in the possession or control of Seller or its agents, Seller shall deliver or make available to Purchaser, within one (1) Business Day after the Effective Date, a copy of all reports, tests, studies, surveys, plats, plans, documents, materials and information relating to the Property (collectively, the “Property Materials”) at no cost to Purchaser. Additionally, Seller shall comply promptly and in good faith with any reasonable request by Purchaser from time to time during the term of this Agreement for any updates to the Property Materials or any other information, documents or materials in the possession or control of Seller or its property manager that reasonably pertain to the Property but were not included in the Property Materials. At Settlement, Seller shall assign to Purchaser (to the extent assignable) all of Seller’s rights in, to and under the Property Materials at no cost to Purchaser.
(c) For so long as this Agree...
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. Notwithstanding Section 2.1 of the Existing Agreement, the Study Period shall be extended until July 22, 2005 for all purposes under the Agreement.
Study Period. Prior to the Closing, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours and shall have the right to make such investigations, including appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall materially interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph (the “Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, willful misconduct, or the mere discovery of adverse conditions on the Property, provided, however, the foregoing exclusion from the Indemnified Losses shall not include any loss, liability, claims, costs, liens or damages caused by or resulting from the exacerbation of any adverse conditions...
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. Section 6.1 of the Agreement is amended by providing that the Study Period will expire on October 8, 2001.
Study Period from................ to..................