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 condition of the Property (collectively “Buyer’s Requirements”). If the Property fails to meet Buyer’s Requirements, in Buyer’s sole discretion, and Buyer delivers to Seller written notice of such failure and specific termination of the Contract prior to expiration of the Study Period, then, Buyer’s Xxxxxxx Money Deposit will be returned to the Buyer and this Contract shall thereby be terminated and neither party shall have any further rights or liabilities under this Contract except as specifically provided herein. If Buyer does not terminate this Contract by specific written notice to Seller prior to expiration of the Study Period, then, in that event, (aa) Buyer’s Requirements shall be deemed to be satisfied or waived, (bb) Buyer shall pay the Additional Xxxxxxx Money Deposit in accordance with Section 4(b) of this Contract, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in the event the Closing does not occur because of Seller’s default. Notwithstanding anything contained herein to the contrary, Seller shall have the opportunity, but not the obligation, to be present at any testing or inspection of the Property conducted by Buyer or its agents prior to Closing, and a right, but not the obligation, to review all results of same. (e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of the Property and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made in this section on a form acceptable to Seller, in its sole discretion, and notwithstanding any such reaffirmation or acknowledgment made in writing, Buyer’s acceptance of the Deed shall be deemed conclusive evidence of Buyer’s reaffirmation of the representations made in this section, along with all other representations and warranties made by Buyer herein, all of which shall be deemed to have survived Closing. (f) Buyer and Seller agree and acknowledge that nothing contained in this Contract shall be deemed an authorization of Buyer to act as agent of Seller in connection with the Property. Buyer and its agents and employees and other authorized designees may not contract, orally or in writing, for any services of any person that could give rise to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer in connection with the exercise of its rights under this Contract that such parties shall not be permitted to file any notice of claim of lien or lien action against the Property or any portion thereof. If requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contract. (g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of any Phase I environmental report or any data and reports generated from samples collected from the Property (collectively, the “Investigation Reports”), only if so requested in writing by Seller. Except as provided herein, Buyer shall not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which event Buyer shall immediately provide notice to Seller of same). Buyer may disclose the Investigation Reports to Buyer’s attorney or environmental consultant who are advising Buyer on the purchase of the Property, provided that they agree in writing to comply with the non-disclosure requirements of this provision. In the event Buyer acquires the Property from Seller, this provision shall no longer be applicable. Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937
Appears in 2 contracts
Samples: Purchase Contract, Purchase Contract (FNCB Bancorp, Inc.)
Study Period. Seller hereby grants to Buyer Purchaser confirms receipt of the Survey and Buyer’s agents, employees, engineers, contractors, the Title Commitment 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 all exception documents referenced therein. Sellers confirm delivery of insurance evidencing such insurancethose specific due diligence items described in Exhibit 4.1 attached hereto (the items referenced in the first two sentences of this Section 4.1 are collectively referred to herein as the “Sellers Deliverables”). Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937
(d) Buyer shall have until 5:00 pm EST Commencing on the day that is Forty-Five (45) days from the Effective DateAgreement Date and continuing through 5:00 p.m. Central Time on December 28, hereafter defined 2010 (the “Study Period”) ), and subject to determine that (i) Purchaser’s satisfaction of the Property is suitable for Buyerconditions set forth in Section 4.2 herein, Purchaser shall have the right, at its sole cost and expense, to inspect and review the Property, the physical and environmental condition thereof, and such other information as it may desire concerning the Property, including, without limitation, obtaining an engineering report and a so-called “Phase I” environmental report on the Property, inspecting Sellers’ books and records relating to the Property, inspecting Sellers’ accounting information regarding cash flow, billing and real estate taxes, obtaining the approval of Purchaser’s proposed use corporate management of the transaction contemplated herein and (ii) Buyer is satisfied with the condition conducting such other investigations of the Property as Purchaser deems necessary, subject to the terms and provisions of this Agreement (collectively collectively, the “Buyer’s RequirementsInspections”). If the Property fails to meet Buyer’s Requirements, in Buyer’s sole discretion, and Buyer delivers to Seller written notice of such failure and specific termination of the Contract prior to expiration of the Study Period, then, Buyer’s Xxxxxxx Money Deposit will be returned to the Buyer and this Contract shall thereby be terminated and neither party shall have any further rights or liabilities under this Contract except as specifically provided herein. If Buyer does not terminate this Contract by specific written notice to Seller prior to expiration of the Study Period, then, in that event, (aa) Buyer’s Requirements shall be deemed to be satisfied or waived, (bb) Buyer shall pay the Additional Xxxxxxx Money Deposit in accordance with Section 4(b) of this Contract, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in the event the Closing does not occur because of Seller’s default. Notwithstanding anything contained herein to the contrary, Seller however, Purchaser shall have the opportunity, but not the obligation, to be present at conduct any testing or inspection environmental studies of the Property conducted by Buyer more extensive than a “Phase I” level review without first obtaining Sellers’ prior written consent, which may be given or its agents prior to Closingwithheld in Sellers’ sole and absolute discretion. If Purchaser, and a right, but not the obligation, to review all results of same.
(e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of the Property and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon for any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made reason in this section on a form acceptable to Seller, in its Purchaser’s sole discretion, elects not to purchase the Property, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Sellers and notwithstanding any such reaffirmation the Title Company on or acknowledgment made in writing, Buyer’s acceptance before the expiration of the Deed Study Period, and receive a return of the Deposit. Further, if this Agreement is terminated by written notice given as aforesaid, then Purchaser shall, at its election, promptly either return the Study Materials to Sellers or destroy all of the Study Materials (including all copies thereof) in the possession of Purchaser and its employees, agents, representatives and consultants and confirm such destruction in writing to Sellers (at no cost to Sellers in either such event). The foregoing obligations of Purchaser shall survive the termination of this Agreement. Subject to Section 2.2(b)(i), the Title Company shall return the Deposit to Purchaser within five (5) days after receipt from Purchaser of written confirmation (which confirmation shall be deemed conclusive evidence of Buyer’s reaffirmation to be an Instruction) that Purchaser has fully complied with all of the representations made requirements imposed on Purchaser under the foregoing provisions in this sectionSection 4.1, along with all and Sellers and Purchaser shall have no further rights, obligations or liabilities to each other representations hereunder, except for the indemnification obligations of either party contained herein (collectively, the “Indemnification Obligations”) and warranties made by Buyer hereinany other obligations that expressly survive the termination of this Agreement. If Purchaser fails to terminate this Agreement in the manner and within the time period set forth above, all of which then Purchaser shall be deemed to have survived Closing.
(f) Buyer and Seller agree and acknowledge that nothing contained waived the contingencies set forth in this Contract Section 4.1, and this Agreement shall be deemed an authorization of Buyer to act as agent of Seller remain in connection with the Property. Buyer full force and its agents and employees and other authorized designees may not contract, orally or in writing, for any services of any person that could give rise to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer in connection with the exercise of its rights under this Contract that such parties shall not be permitted to file any notice of claim of lien or lien action against the Property or any portion thereof. If requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contracteffect.
(g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of any Phase I environmental report or any data and reports generated from samples collected from the Property (collectively, the “Investigation Reports”), only if so requested in writing by Seller. Except as provided herein, Buyer shall not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which event Buyer shall immediately provide notice to Seller of same). Buyer may disclose the Investigation Reports to Buyer’s attorney or environmental consultant who are advising Buyer on the purchase of the Property, provided that they agree in writing to comply with the non-disclosure requirements of this provision. In the event Buyer acquires the Property from Seller, this provision shall no longer be applicable. Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937
Appears in 1 contract
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 Sixty (4560) 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 condition of the Property (collectively “Buyer’s Requirements”). If the Property fails to meet Buyer’s Requirements, in Buyer’s sole discretion, and Buyer delivers to Seller written notice of such failure and specific termination of the Contract prior to expiration of the Study Period, then, Buyer’s Xxxxxxx Money Deposit will be returned to the Buyer and this Contract shall thereby be terminated and neither party shall have any further rights or liabilities under this Contract except as specifically provided herein. If Buyer does not terminate this Contract by specific written notice to Seller prior to expiration of the Study Period, then, in that event, (aa) Buyer’s Requirements shall be deemed to be satisfied or waived, (bb) Buyer shall pay the Additional Xxxxxxx Money Deposit in accordance with Section 4(b) of this Contract, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in the event the Closing does not occur because of Seller’s default. Notwithstanding anything contained herein to the contrary, Seller shall have the opportunity, but not the obligation, to be present at any testing or inspection of the Property conducted by Buyer or its agents prior to Closing, and a right, but not the obligation, to review all results of same.
(e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of the Property and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made in this section on a form acceptable to Seller, in its sole discretion, and notwithstanding any such reaffirmation or acknowledgment made in writing, Buyer’s acceptance of the Deed shall be deemed conclusive evidence of Buyer’s reaffirmation of the representations made in this section, along with all other representations and warranties made by Buyer herein, all of which shall be deemed to have survived Closing.
(f) Buyer and Seller agree and acknowledge that nothing contained in this Contract shall be deemed an authorization of Buyer to act as agent of Seller in connection with the Property. Buyer and its agents and employees and other authorized designees may not contract, orally or in writing, for any services of any person that could give rise to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer in connection with the exercise of its rights under this Contract that such parties shall not be permitted to file any notice of claim of lien or lien action against the Property or any portion thereof. If requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contract.
(g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of any Phase I environmental report or any data and reports generated from samples collected from the Property (collectively, the “Investigation Reports”), only if so requested in writing by Seller. Except as provided herein, Buyer shall not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which event Buyer shall immediately provide notice notice, if not prohibited by law, to Seller of same). Buyer may disclose the Investigation Reports to Buyer’s attorney or environmental consultant who are advising Buyer on the purchase of the Property, provided that they agree in writing to comply with the non-disclosure requirements of this provision. In the event Buyer acquires the Property from Seller, this provision shall no longer be applicable. Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937.
Appears in 1 contract
Study Period. Seller hereby grants Purchaser shall have the right, in its exclusive and absolute discretion, to Buyer and Buyer’s agents, employees, engineers, contractors, and surveyors the right to enter the Property upon reasonable terminate this Agreement for any reason whatsoever by giving written 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 thereof to Seller and affording Seller within NINETY (90) days following 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 Effective Date 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 Agreement (the “Study Period”) ). As of the execution of this Agreement, Seller shall have delivered, free of charge and cost to determine Purchaser, all engineering, architectural or other material data regarding the Property, to the extent in Seller’s possession or control, including but not limited to generalized development plans, subdivision plans, record plat, conditions of development, and all tests, studies, reports, title reports and other materials relating to Property in Seller’s possession or control, together with a written notice to Purchaser that (i) Seller has delivered all such material information regarding the subject Property. Seller hereby represents that the Property is suitable was the subject of a prior contract of sale pursuant to which the former contract purchaser obtained an Order of the Zoning Commission for Buyer’s proposed the District of Columbia approving a Planned Unit Development on the Property in Zoning Case No. 06-26 (Feb. 12, 2007), and Purchaser agrees to review all covenants, lot division applications and other land use and (ii) Buyer is satisfied agreements associated with such rezoning case to the condition extent necessary for development of the Property for Purchaser’s intended use of the Property as a planned townhouse residential community (collectively the “Buyer’s RequirementsIntended Use”). If .. After the Effective Date of this Agreement and until the date of settlement hereunder or termination hereof, Purchaser shall have the right, at its option and expense, to enter upon the Property fails to meet Buyer’s Requirementsat reasonable times, in Buyer’s sole discretiona reasonable manner, and Buyer delivers upon reasonable notice and/or cause to have performed engineering tests, studies and/or economic investigations concerning the Property. Purchaser hereby agrees to indemnify and save Seller written notice harmless from any losses actually incurred by Seller by virtue of Purchaser or its agents or employees entering on the Property to conduct such failure investigations. Purchaser further agrees to repair any physical damage caused to the Property by Purchaser or its agents or employees in connection with such tests and specific studies. This Paragraph 4 shall survive the termination or consummation of this Agreement. Prior to the Contract prior to expiration of the Study PeriodPeriod hereunder, then, Buyer’s Xxxxxxx Money Deposit will be returned to the Buyer Purchaser shall obtain a title report and this Contract shall thereby be terminated and neither party shall have any further rights or liabilities under this Contract except as specifically provided herein. If Buyer does not terminate this Contract by specific written notice to Seller prior to expiration of the Study Period, then, in that event, (aa) Buyer’s Requirements shall be deemed to be satisfied or waived, (bb) Buyer shall pay the Additional Xxxxxxx Money Deposit in accordance with Section 4(b) of this Contract, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in the event the Closing does not occur because of Seller’s default. Notwithstanding anything contained herein to the contrary, Seller shall have the opportunity, but not the obligation, to be present at any testing or inspection of the Property conducted by Buyer or its agents prior to Closing, and a right, but not the obligation, to review all results of same.
(e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of ALTA survey for the Property and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made in this section on a form acceptable deliver notice to Seller, in its sole discretion, and notwithstanding any such reaffirmation or acknowledgment made in writing, Buyer’s acceptance along with a copy of the Deed shall be deemed conclusive evidence of Buyer’s reaffirmation of the representations made in this sectiontitle report and ALTA survey, along with all other representations and warranties made by Buyer herein, all of which shall be deemed to have survived Closing.
(f) Buyer and Seller agree and acknowledge that nothing contained in this Contract shall be deemed an authorization of Buyer to act as agent of Seller in connection with the Property. Buyer and its agents and employees and other authorized designees may not contract, orally or in writing, for any services of any person that could give rise defects in title which are to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer in connection with the exercise of its rights under this Contract that such parties shall not be permitted to file any notice of claim of lien or lien action against the Property or any portion thereof. If requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contract.
(g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of any Phase I environmental report or any data and reports generated from samples collected from the Property (collectively, the “Investigation Reports”), only if so requested in writing by Seller. Except as provided herein, Buyer shall not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which event Buyer shall immediately provide notice to Seller of same). Buyer may disclose the Investigation Reports to Buyer’s attorney or environmental consultant who are advising Buyer on the purchase of the Property, provided that they agree in writing to comply with the non-disclosure requirements of this provisionremedied. In the event Buyer acquires of any such defects, Seller shall notify Purchaser in writing within fifteen (15) days after Seller’s receipt of Purchaser’s notice of said title defects as to whether or not Seller shall remedy same and the reasonable time period needed to do so. Seller shall have no obligation to remove any encroachments or remedy alleged title defects. If Seller elects not to remedy same, then Purchaser shall have the right to (i) elect (such election to be made in writing within ten (10) days after Seller’s notice to Purchaser) to waive such title defects and to proceed hereunder, or (ii) to terminate this Agreement whereupon the Deposit shall be returned to Purchaser, and in such event the parties shall be relieved of all further liability hereunder. From and after the Effective Date of this Agreement, Seller shall not create or permit to be created any lien, easement or any other encumbrance, affecting title to the Property, without Purchaser’s prior written consent unless same is of a nature that it will be paid and released at settlement from the proceeds of this sale. Furthermore, at or before settlement, Seller shall cause to be paid and released any and all mortgages, deeds of trust or liens secured against the portion of the Property being acquired, including but not limited to the prorated portion of all unpaid real estate taxes or assessments and utility charges through the date of the applicable settlement. Within six (6) months from the Effective Date of this Agreement, Purchaser shall deliver notice to Seller, of any offsite easements, utility connections, or both, that are needed for its Intended Use, specifying the exact location and specifications for such easements or utility connections. Seller shall have sixty (60) days from receipt of Purchaser’s notice to determine whether it will provide such easements and/or utility connections and the time it will need to do so. If Seller, by notice to Purchaser within such sixty (60) day period, elects not to provide any one or all of such requested easements and/or utility connections or the time to obtain them is not acceptable to Purchaser, Purchaser shall have the right by notice to Seller within thirty (30) days of receipt of Seller’s notice to (i) elect to obtain the easements and/or utility connections at its own expense and to proceed under the Agreement; or (ii) to terminate this provision Agreement whereupon the Deposit shall no longer be applicablereturned to Purchaser, and in such event the parties shall be relieved of all further liability hereunder. ShavertownIf Purchase elects to obtain the easements and/or utility connections at its own expense, Luzerne County, PA (196 N. Main St.) Property Code: 104937Seller shall to the extent reasonably feasible and without further expense cooperate with Purchaser in obtaining any such easements or connections.
Appears in 1 contract
Samples: Land Purchase Agreement (Comstock Holding Companies, Inc.)
Study Period. A. Purchaser may elect to perform or have performed, at its expense, such studies and investigations of the Property as Purchaser deems desirable, including without limitation: (a) the physical condition and state of repair of the Property, including structural inspections of the improvements to the Property and inspections of all heating, ventilating, air conditioning, mechanical, electrical, plumbing, and related systems at the Property; (b) surveys, environmental studies, soil studies, and zoning studies; and (c) such other matters relating to the Property as Purchaser deems appropriate. In connection with such studies and investigations, Purchaser, and its representatives, agents, and employees, shall have the right to take reasonable samples of the Property's soil. Purchaser shall use best efforts to minimize damage to the Property, and not to interfere with Seller's operation of the Property, in conducting such studies and inspections. Seller hereby grants to Buyer Purchaser, and Buyer’s its representatives, agents, and 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 access to the Property without providing at all reasonable times after no less than forty-eight (48) hours prior notice to Seller to permit the proper performance of such studies and affording investigations and the taking of soil samples, provided that, at Seller's option, Purchaser is accompanied by Seller's representative, agent or employee. Seller shall make a representative, agent or employee of Seller available to Purchaser at no cost to Purchaser in connection with the opportunity preceding sentence at reasonable times prior to participate Settlement upon reasonable prior notice. Notwithstanding anything to the contrary contained in any such meetingthis Agreement, as Seller may deem necessary, (i) in Seller’s sole discretion.
(b) In the event of Settlement does not occur hereunder for any reason, then Purchaser shall promptly restore any damage to the Property caused by Buyer’s agentsPurchaser's tests or studies of the Property, employees, engineers, contractors or surveyors, Buyer shall restore in order to return the Property to the its prior condition that existed prior to such damage. Buyer hereby indemnifiesstudies and investigations, defends and holds (ii) Purchaser shall indemnify, defend and hold harmless Seller from and against any and all claimscosts (including reasonable attorneys' fees and costs), damagesdamages and liabilities, expensescauses of action, liens and liabilities (includingor threats thereof, incurred by or asserted against Seller as a result of tests or studies conducted by or on behalf of Purchaser, or as a result of the access to the Property of Purchaser or its agents, employees, or contractors, including without limitation, reasonable attorneys’ fees claims for personal injury, property damage, and court costs) arisingservices rendered or materials furnished to or for the account of Purchaser.
B. During the Study Period, directly or indirectlythe Seller shall make available to Purchaser, from any damage to persons and/or property its agents, auditors, engineers, attorneys and Buyer shall repair any damage other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies and environmental reports relating to the PropertyProperty which are in the Seller's possession. In providing such information to Purchaser, resulting from Seller makes no representation or relating towarranty.
C. In the event Purchaser is satisfied, Buyer’s exercise in its sole and absolute discretion, with the results of its right of entry and inspection pursuant the studies or investigations, then Purchaser may elect to this Contract or otherwise. This indemnity shall survive proceed to Closing subject to the termination terms of this Contract.
(c) Prior to entry onto Agreement; provided that Purchaser makes such election by providing written notice thereof received by Seller during the Property period between the Effective Date and throughout the course of investigations and studies conducted 5:00 p.m. 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 forty-fifth ($1,000,000.0045th) 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 after the Effective Date, hereafter defined Date (the “"Study Period”) to determine that (i) the Property is suitable for Buyer’s proposed use and (ii) Buyer is satisfied with the condition of the Property (collectively “Buyer’s Requirements”"). If the Property fails for any reason Purchaser does not so notify Seller of its election to meet Buyer’s Requirements, in Buyer’s sole discretion, and Buyer delivers proceed to Seller written notice of such failure and specific termination of the Contract Closing prior to expiration of the Study Period, then, Buyer’s Xxxxxxx Money Deposit will be returned to the Buyer and then this Contract Agreement shall thereby be terminated and neither party shall have any further rights or liabilities under this Contract except as specifically provided herein. If Buyer does not terminate this Contract by specific written notice to Seller prior to upon expiration of the Study Period, then, in that event, (aa) Buyer’s Requirements shall be deemed to be satisfied or waived, (bb) Buyer shall pay the Additional Xxxxxxx Money Deposit . Upon termination of this Agreement in accordance with Section 4(b) of this ContractSection, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in returned to Purchaser, provided that Purchaser has complied with the event restoration and indemnification provisions of Section 4.A and the Closing does not occur because confidentiality requirements of Seller’s default. Notwithstanding anything contained herein Section 8.B, and Purchaser shall deliver to Seller all materials relating to the contraryProperty provided by Seller to Purchaser, and, if Seller shall have the opportunityso requests, but not the obligation, to be present at any testing or inspection an assignment agreement assigning all of the Property conducted by Buyer or its agents prior to Closing, and a Purchaser's right, but title and interest in and to (if not the obligation, to review contractually prohibited) all results of same.
(e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of the Property written studies and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made in this section on a form acceptable to Seller, in its sole discretion, and notwithstanding any such reaffirmation or acknowledgment made in writing, Buyer’s acceptance of the Deed shall be deemed conclusive evidence of Buyer’s reaffirmation of the representations made in this section, along with all other representations and warranties made by Buyer herein, all of which shall be deemed to have survived Closing.
(f) Buyer and Seller agree and acknowledge that nothing contained in this Contract shall be deemed an authorization of Buyer to act as agent of Seller investigations prepared for Purchaser in connection with its study of the Property. Buyer and its agents and employees and other authorized designees may not contract, orally or in writing, for any services of any person that could give rise to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of In addition Purchaser shall provide Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer in connection with the exercise of its rights under this Contract that such parties shall not be permitted to file any notice of claim of lien or lien action against the Property or any portion thereof. If requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contract.
(g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of any Phase I environmental report or any data all such written studies and reports generated from samples collected from the Property (collectively, the “Investigation Reports”), only if so requested investigations in writing by Seller. Except as provided herein, Buyer shall not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which event Buyer shall immediately provide notice to Seller of same). Buyer may disclose the Investigation Reports to Buyer’s attorney or environmental consultant who are advising Buyer on the purchase of the Property, provided that they agree in writing to comply with the non-disclosure requirements of this provision. In the event Buyer acquires the Property from Seller, this provision shall no longer be applicable. Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937its possession.
Appears in 1 contract
Study Period. Within ten (10) days after execution of this Agreement by Seller hereby grants and Buyer, Seller shall provide to Buyer the following, to the extent in Seller's possession: copies of any existing survey and/or as-built drawings of the Property, any environmental reports pertaining to the Property, any reports prepared within the past five years pertaining to the physical condition of the Property, all service agreements currently in effect (which service agreements are listed on Exhibit B attached hereto), copies of plans and Buyer’s agents, employees, engineers, contractors, specifications and surveyors the right to enter copies of warranties concerning the Property that Seller has in its possession, copies of any owner's policies of title insurance, if any, previously obtained by Seller with respect to the Property, copies of all real property tax assessments or bills for the Property for the past three (3) years, copies of any easement agreements and/or other agreements relating to the development of the Property and copies of any leases pertaining to the Property. During the period commencing on the date this Agreement is fully executed by both Buyer and Seller and terminating July 30, 2004 (the "Study Period"), Buyer and its agents and representatives may enter upon and inspect the Property and conduct such environmental, soil, mechanical and engineering inspections and such sampling or non-destructive testing (the "Investigations") as Buyer shall deem necessary, subject to the following terms and conditions.
A. Buyer shall give Seller and AmeriSteel reasonable prior notice of its intention to Seller, at inspect the Property or conduct any reasonable time for purposes of performing tests, investigations, surveys sampling or testing. Any entry upon the Property and studies all to Investigations shall be performed at the sole risk and expense of Buyer in accordance and shall not interfere with the following conditions:
(a) Buyer shall not undertake any intrusive activities on or invasive testing without Seller’s prior written consent. Buyer shall not be permitted to meet with any governmental authorities in relation to about the Property without providing prior notice to of Seller and affording Seller the opportunity to participate in any such meeting, as Seller may deem necessary, in Seller’s sole discretionor AmeriSteel.
(b) In B. Any such Investigations of the event Property shall be at Buyer's sole cost and expense, and Buyer agrees to keep the Property and the Cranes free and clear of any damage to the Property by Buyer’s agentsliens which may arise as a result of such inspections, employeessampling, engineers, contractors or surveyors, testing.
C. Buyer shall restore promptly any physical damage caused by the Investigations of the Property to and/or Cranes so that the Property and Cranes shall be in the same condition as that which existed prior to such damage. Buyer hereby indemnifiesInvestigations, 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 so that Buyer shall repair any not interfere with the conduct of business by AmeriSteel.
D. Buyer shall ensure that all actions taken in connection with the Investigations, and the equipment, materials, and substances generated, used or brought onto the Property cause no damage to the Property, resulting from the Cranes, or relating toother property of Seller, Buyer’s exercise of its right of entry and inspection pursuant to this Contract AmeriSteel, or otherwise. This indemnity shall survive the termination of this Contractothers.
(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 E. Notwithstanding any provision 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 condition of the Property (collectively “Buyer’s Requirements”). If the Property fails to meet Buyer’s Requirements, in Buyer’s sole discretion, and Buyer delivers to Seller written notice of such failure and specific termination of the Contract prior to expiration of the Study Period, then, Buyer’s Xxxxxxx Money Deposit will be returned to the Buyer and this Contract shall thereby be terminated and neither party shall have any further rights or liabilities under this Contract except as specifically provided herein. If Buyer does not terminate this Contract by specific written notice to Seller prior to expiration of the Study Period, then, in that event, (aa) Buyer’s Requirements shall be deemed to be satisfied or waived, (bb) Buyer shall pay the Additional Xxxxxxx Money Deposit in accordance with Section 4(b) of this Contract, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in the event the Closing does not occur because of Seller’s default. Notwithstanding anything contained herein Agreement to the contrary, if Buyer shall terminate this Agreement and be entitled to a return of the Deposit, when expressly permitted under this Agreement, it shall be a condition of the return of the Deposit that Buyer shall have satisfied its obligations under paragraphs A through D above; should Buyer fail to do so Seller shall have the opportunity, but not right to require the obligation, Deposit to be present at any testing or inspection applied in satisfaction of the Property conducted by Buyer or its agents prior to Closing, such obligations and a right, but not the obligation, to review all results of same.
(e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of the Property and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made in this section on a form acceptable to Seller, in its sole discretion, and notwithstanding any such reaffirmation or acknowledgment made in writing, Buyer’s acceptance of the Deed shall be deemed conclusive evidence of Buyer’s reaffirmation of the representations made in this section, along with all other representations and warranties made by Buyer herein, all of which shall be deemed to have survived Closing.
(f) Buyer and Seller agree and acknowledge that nothing contained in this Contract shall be deemed an authorization of Buyer to act as agent of Seller in connection with the Property. Buyer and its agents and employees and other authorized designees may not contract, orally or in writing, remain liable for any services of any person that could give rise to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer deficiency in connection with the exercise of its rights under this Contract that satisfying such parties shall not be permitted to file any notice of claim of lien or lien action against the Property or any portion thereof. If requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contractobligations.
(g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of any Phase I environmental report or any data and reports generated from samples collected from the Property (collectively, the “Investigation Reports”), only if so requested in writing by Seller. Except as provided herein, Buyer shall not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which event Buyer shall immediately provide notice to Seller of same). Buyer may disclose the Investigation Reports to Buyer’s attorney or environmental consultant who are advising Buyer on the purchase of the Property, provided that they agree in writing to comply with the non-disclosure requirements of this provision. In the event Buyer acquires the Property from Seller, this provision shall no longer be applicable. Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937
Appears in 1 contract
Samples: Purchase and Sale Agreement (Empire Resources Inc /New/)
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 The Purchasers shall not undertake any intrusive or invasive testing without Seller’s have the right, until the end of the Study Period, to enter upon the Real Property and to perform, at the Purchasers' expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Purchasers may deem appropriate. If such tests, studies and investigations warrant, in the Purchasers' sole, absolute and unreviewable discretion, the purchase of the Interests for the purposes contemplated by the Purchasers, then the Purchasers may elect to proceed to Closing and shall so notify the Sellers prior written consent. Buyer shall not be permitted to meet with any governmental authorities in relation to the Property without providing expiration of the Study Period. If for any reason the Purchasers do not so notify the Sellers of its determination to proceed to Closing 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 condition of the Property (collectively “Buyer’s Requirements”). If the Property fails to meet Buyer’s Requirements, in Buyer’s sole discretion, and Buyer delivers to Seller written notice of such failure and specific termination of the Contract prior to expiration of the Study Period, thenor if the Purchasers notify the Sellers, Buyer’s Xxxxxxx Money Deposit will be returned in writing, prior to the Buyer expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and this Contract the Purchasers shall thereby be terminated and neither party shall have released from any further rights liability or liabilities obligation under this Contract except as specifically provided hereinAgreement.
(b) During the Study Period, the Sellers shall make available to the Purchasers, their 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 Sellers’ possession or control.
(c) The Purchasers hereby indemnify and defend the Sellers against any loss, damage or claim arising from entry upon the Real Property by the Purchasers or any agents, contractors or employees of the Purchasers. If Buyer does not terminate this Contract The Purchasers, at their own expense, shall restore any damage to the Real Property caused by specific written notice any of the tests or studies made by the Purchasers.
(d) During the Study Period, the Purchasers, at their expense, may cause an examination of title to Seller the Property to be made, and, prior to the expiration of the Study Period, thenmay notify the Sellers of any defects in title shown by such examination that the Purchasers are unwilling to accept. The Sellers shall notify the Purchasers whether the Sellers are willing to cure such defects and to proceed to Closing. Sellers 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 that a fixed sum or capable of computation as a fixed sum, the Sellers, at their option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. If the Sellers are unwilling or unable to cure any such defects by Closing, the Purchasers shall elect (aa1) Buyer’s Requirements to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Sellers shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Purchasers' prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Purchasers' title examination and not objected to by the Purchasers as provided above shall be deemed Permitted Title Exceptions. If Purchasers shall fail to examine title and notify the Sellers of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be satisfied or waived, (bbpaid at Closing as provided above) Buyer shall pay the Additional Xxxxxxx Money Deposit in accordance with Section 4(b) of this Contract, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in the event the Closing does not occur because of Seller’s default. Notwithstanding anything contained herein to the contrary, Seller shall have the opportunity, but not the obligation, to be present at any testing or inspection of the Property conducted by Buyer or its agents prior to Closing, and a right, but not the obligation, to review all results of same.
(e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of the Property and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made in this section on a form acceptable to Seller, in its sole discretion, and notwithstanding any such reaffirmation or acknowledgment made in writing, Buyer’s acceptance of the Deed shall be deemed conclusive evidence of Buyer’s reaffirmation of the representations made in this section, along with all other representations and warranties made by Buyer herein, all of which shall be deemed to have survived ClosingPermitted Title Exceptions.
(f) Buyer and Seller agree and acknowledge that nothing contained in this Contract shall be deemed an authorization of Buyer to act as agent of Seller in connection with the Property. Buyer and its agents and employees and other authorized designees may not contract, orally or in writing, for any services of any person that could give rise to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer in connection with the exercise of its rights under this Contract that such parties shall not be permitted to file any notice of claim of lien or lien action against the Property or any portion thereof. If requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contract.
(g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of any Phase I environmental report or any data and reports generated from samples collected from the Property (collectively, the “Investigation Reports”), only if so requested in writing by Seller. Except as provided herein, Buyer shall not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which event Buyer shall immediately provide notice to Seller of same). Buyer may disclose the Investigation Reports to Buyer’s attorney or environmental consultant who are advising Buyer on the purchase of the Property, provided that they agree in writing to comply with the non-disclosure requirements of this provision. In the event Buyer acquires the Property from Seller, this provision shall no longer be applicable. Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937
Appears in 1 contract
Samples: Limited Partnership Interests Purchase Agreement (Hersha Hospitality Trust)
