SURVEY AND INSPECTION OF PROPERTY Sample Clauses

SURVEY AND INSPECTION OF PROPERTY. (a) Subject to Sellers' consent as to scope, date and time, such consent not to be unreasonably withheld, Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege to enter upon the Real Property and the Leased Real Property prior to the Closing Date to inspect the Real Property and the Leased Real Property and to conduct soil borings and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's sole cost and expense, provided such testing does not unreasonably interfere with the operation of the business operations conducted by Sellers at that location. Purchaser agrees to indemnify defend (with counsel reasonably approved by Sellers), protect and hold harmless, Sellers, its employees, agents and independent contractors from and against any and all claims, demands, losses, costs, expenses (including reasonable attorney's fees), damages, liabilities, judgments and recoveries, including those for injury to personal property arising out of any such work or materials of the acts or omissions of Purchaser, its agents, employees and independent contractors in connection with such entry or testing by Purchaser or Purchaser's agents under this subsection and shall be responsible for and shall promptly repair to the extent reasonably practicable any damage caused by any such inspection, testing or studies undertaken prior to or after the date hereof to any of Sellers' properties, including replacing and replacing landscaping and vegetation, if disturbed, to the condition in existence prior to the testing or inspection; provided, however, that in no event shall this indemnity include or cover the fact of detection (without more) of Environmental Conditions or contamination in connection with such entry or testing. Notwithstanding any other provision of this Agreement to the contrary, Purchaser's obligations under this Subsection shall survive the termination of this Agreement and the Closing. Purchaser has delivered to Sellers a copy of the final report entitled "Environmental Site Assessment Reports dated April 2000 that Purchaser had ENSR Consulting and Engineering (NC), Inc. prepare relating to the condition of the Real Property or the Facility (as hereinafter defined) obtained or made known to Purchaser as a result of this subsection (the "ENSR Report"), which includes all of the studies, tests, reports, or surveys that Purchaser had co...
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SURVEY AND INSPECTION OF PROPERTY. (a) Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege to enter upon the Real Property and the Leased Real Property, during normal working hours and upon the giving to Seller of reasonable advance notice, prior to the Closing Date to inspect the Real Property and the Leased Real Property and to conduct soil borings and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business at that location. Purchaser indemnifies Seller from and against any liability arising out of the acts of Purchaser or Purchaser's agents in connection with such entry or testing by Purchaser or Purchaser's agents under this subsection; provided, however, that in no event shall this indemnity include or cover the fact of detection (without more) of environmental conditions or contamination in connection with such entry or testing.
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SURVEY AND INSPECTION OF PROPERTY. (a) Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege on reasonable notice to enter upon the Real Property and the Leased Real Property prior to the Closing Date to inspect the Real Property and the Leased Real Property and to conduct soil borings and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business at that location. Purchaser indemnifies Seller from and against any liability or obligation arising out of such entry or testing by Purchaser or Purchaser's agents, employees, or independent contractors.
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SURVEY AND INSPECTION OF PROPERTY. (a) Prior to the Closing Date, Purchaser and Purchaser’s agents, employees and independent contractors shall have the right and privilege to enter upon the Real Property and the Leased Real Property, during normal working hours and upon reasonable advance notice to Sellers, to inspect the Real Property and the Leased Real Property and to conduct soil and ground water sampling and analysis and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser’s sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business at that location. Purchaser agrees to indemnify Sellers from and against any Liability or obligation arising out of the negligent acts of Purchaser or Purchaser’s agents in connection with such entry or testing by Purchaser or Purchaser’s agents under this subsection; provided, however, in no event shall this indemnity include nor shall Purchaser or Purchaser’s agents have any Liability for, any existing environmental conditions or contamination or the detection of such environmental conditions or contamination.
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SURVEY AND INSPECTION OF PROPERTY. Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege to enter upon the Real Property, during normal working hours and upon the giving to Seller of reasonable advance notice, to survey such Real Property. Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents by the metes and bounds description of such parcel as shown on the new surveys of the Real Property prepared by Purchaser in accordance with this Section 4.4 reasonably satisfactory to both Purchaser and Seller.
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SURVEY AND INSPECTION OF PROPERTY. Until the Closing or, if earlier, termination of this Agreement:
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SURVEY AND INSPECTION OF PROPERTY. (a) Seller has granted to Purchaser and Purchaser's agents, employees and independent contractors the right and privilege to enter upon the Real Property and the Leased Real Property prior to the date hereof to inspect the Real Property and the Leased Real Property and to conduct soil borings and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business at that location. Purchaser agrees to defend and indemnify Seller from and against any liability or obligation arising out of such entry or testing by Purchaser or Purchaser's agents under this subsection. Prior to the Closing Date, Purchaser shall provide copies of all drafts and finished reports of the Phase I environmental assessment reports prepared by GaiaTech Inc. in connection with the transactions contemplated herein to Seller, as soon as practicable. Prior to the Closing Date, the reporting of any detection of a violation or possible violations to appropriate governmental authorities shall be controlled by Seller.
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Related to SURVEY AND INSPECTION OF PROPERTY

  • Inspection of Property The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

  • Records and Inspection The Borrower shall, and shall cause each Subsidiary to, maintain adequate books, records and accounts as may be required or necessary to permit the preparation of financial statements required to be delivered hereunder in accordance with sound business practices and GAAP. The Borrower shall, and shall cause each Subsidiary to, permit such Persons as the Agent may designate, at reasonable times during the Borrower’s regular office hours as often as may reasonably be requested and under reasonable circumstances, to (a) visit and inspect any of its properties, (b) inspect and copy its books and records, and (c) discuss with its officers, as the Agent may reasonably request, and its independent accountants, its business, assets, liabilities, results of operation or financial condition; provided that the Agent shall not have access to consumer information or any other similar restricted information if such access is prohibited by Applicable Law.

  • Inspection of Property, Books and Records The Borrower will keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, representatives of any Bank at such Bank's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times and as often as may reasonably be desired.

  • ENTRY AND INSPECTION Lessee shall permit Lessor or Lessor's agents to enter upon the premises at reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit Lessor at any time within sixty (60) days prior to the expiration of this lease, to place upon the premises any usual "To Let" or "For Lease" signs, and permit persons desiring to lease the same to inspect the premises thereafter.

  • Inspection of Properties and Books The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at the Borrower’s expense (to the extent provided for below) and upon reasonable prior notice, to visit and inspect any of the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants under their Leases), to examine the books of account of the Borrower, any Guarantor and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, any Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the normal business operations of such Persons.

  • Inspection of Property; Books and Records; Discussions Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of any Lender (upon reasonable advance notice coordinated through the Administrative Agent) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.

  • Visits and Inspections Permit representatives of the Administrative Agent or any Lender, from time to time upon reasonable prior notice to visit and inspect its properties; inspect and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects.

  • Visitation and Inspection The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or any Lender to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower; provided that (a) so long as no Event of Default shall have occurred and be continuing, the Administrative Agent and the Lenders shall not make more than one (1) such visit and inspection in any Fiscal Year; (b) if an Event of Default has occurred and is continuing, no prior notice shall be required and the limitation on the number of visits and inspections shall no longer apply; (c) any such inspection and examination, copies and discussions shall not be permitted to the extent it would violate confidentiality agreements or result in a loss of attorney-client privilege or claim of attorney work product so long as the Borrower notifies the Administrative Agent of such limitation and the reason therefor; and (d) any such inspection and examination, copies and discussions shall be subject to the terms of any applicable Master Lease and the accompanying Collateral Access Agreement.

  • Audits and Inspections The Parties’ audit and inspection rights related to this Agreement shall be governed by the terms of the Clinical Quality Agreement.

  • MAINTENANCE AND INSPECTION OF COLLATERAL Grantor shall maintain all tangible Collateral in good condition and repair. Grantor will not commit or permit damage to or destruction of the Collateral or any part of the Collateral. Lender and its designated representatives and agents shall have the right at all reasonable times to examine, inspect, and audit the Collateral wherever located. Grantor shall immediately notify Lender of all cases involving the return, rejection, repossession, loss or damage of or to any Collateral; of any request for credit or adjustment or of any other dispute arising with respect to the Collateral; and generally of all happenings and events affecting the Collateral or the value or the amount of the Collateral.

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