Common use of SURVEY AND INSPECTION OF PROPERTY Clause in Contracts

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. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents either by (i) the metes and bounds description set forth for such parcel (if any) on EXHIBIT A attached to and incorporated into said SCHEDULE 5.7.1 by reference, or (ii) the metes and bounds description of such parcel set forth in the deed vesting title to such parcel in Seller, as said metes and bounds descriptions in item (i) or (ii) may be modified by mutual agreement of the parties acting in good faith with respect thereto; provided, however, in the event Purchaser causes a new survey of a parcel of Real Property to be made by a land surveyor registered or licensed in Georgia, and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Seller, then Seller shall also execute and deliver to Purchaser at Closing a quitclaim deed for such parcel using the metes and bounds legal description therefor depicted on such new survey.

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 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 or obligation arising out of the acts of Purchaser or Purchaser's agents in connection with such entry or testing by Purchaser or Purchaser's agentsagents under this subsection; provided, employeeshowever, that in no event shall this indemnity include or independent contractorscover the fact of detection (without more) of environmental conditions or contamination in connection with such entry or testing. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents either by (i) the metes and bounds description set forth for such parcel (if any) on EXHIBIT A attached to and incorporated into said SCHEDULE 5.7.1 by reference, or (ii) the metes and bounds description of such parcel set forth in the deed vesting title to such parcel in Seller, as said metes and bounds descriptions in item (i) or (ii) may be modified by mutual agreement of the parties acting in good faith with respect thereto; , provided, however, in the event Purchaser or Seller causes a new survey of a parcel of Real Property to be made by a land surveyor registered or licensed in Georgiathe state in which such Real Property is located, and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Seller, then Seller reference shall also execute and deliver be made to Purchaser at Closing such new plat in the description of such Real Property in a quitclaim deed for to be delivered to Purchaser in addition to the limited or "special" warranty deed relating to such parcel using the metes and bounds legal description therefor depicted on such new surveyReal Property.

SURVEY AND INSPECTION OF PROPERTY. (a) Prior to the Closing Date, Purchaser and Purchaser's ’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 Property, during normal working hours and upon reasonable advance notice to the Closing Date Sellers, to inspect the Real Property and the Leased Real Property and to conduct soil borings and ground water sampling and analysis and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's ’s sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business at that location. Purchaser indemnifies Seller agrees to indemnify Sellers from and against any liability 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’s agents under this subsection; provided, employeeshowever, in no event shall this indemnity include nor shall Purchaser or independent contractorsPurchaser’s agents have any Liability for, any existing environmental conditions or contamination or the detection of such environmental conditions or contamination. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents either by (i) the metes and bounds description set forth for such parcel (if any) on EXHIBIT A Exhibit 1 attached to and incorporated into said SCHEDULE 5.7.1 by referenceSchedule 9.15(b) hereto, or (ii) the metes and bounds description of such parcel set forth in the deed vesting title to such parcel in SellerSellers, as said metes and bounds descriptions in item (i) or (ii) may be modified by mutual agreement of the parties acting in good faith with respect thereto; , provided, however, in the event Purchaser causes or Sellers cause a new survey of a parcel of Real Property to be made by a land surveyor registered or licensed in Georgiathe state in which such Real Property is located, and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to SellerSellers, then Seller reference shall also execute be made to such new plat in the description of such Real Property and deliver to Purchaser at Closing the legal description in a quitclaim deed for to be delivered to Purchaser in addition to the warranty deed or grant deed relating to such parcel using the metes and bounds legal description therefor depicted on such new surveyReal Property.

SURVEY AND INSPECTION OF PROPERTY. (a) Seller has granted to 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 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 indemnifies 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 agentsagents under this subsection. Prior to the Closing Date, employeesPurchaser 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 independent contractorspossible violations to appropriate governmental authorities shall be controlled by Seller. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents either by (i) the metes and bounds description set forth for such parcel (if any) on EXHIBIT Exhibit A attached to and incorporated into said SCHEDULE 5.7.1 by referenceSchedule 5.8.1 hereto, or (ii) the metes and bounds description of such parcel set forth in the deed vesting title to such parcel in Seller, as said metes and bounds descriptions in item (i) or (ii) may be modified by mutual agreement of the parties acting in good faith with respect thereto; , provided, however, in the event Purchaser or Seller causes a new survey of a parcel of Real Property to be made by a land surveyor registered or licensed in Georgiathe state in which such Real Property is located, and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Seller, then Seller reference shall also execute be made to such new plat in the description of such Real Property and deliver to Purchaser at Closing a quitclaim deed for such parcel using the metes and bounds legal description therefor depicted on of such new surveyReal Property in the closing documents shall be prepared therefrom.

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 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 business operations conducted by Sellers at that location. Purchaser indemnifies Seller 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 liability or obligation 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 agentsagents under this subsection and shall be responsible for and shall promptly repair to the extent reasonably practicable any damage caused by any such inspection, employeestesting 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 independent contractorssurveys that Purchaser had commissioned to be prepared relating to the environmental condition of the Real Property or the Facility. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents either by (i) the metes and bounds description set forth for such parcel (if any) on EXHIBIT A attached to and incorporated into said SCHEDULE 5.7.1 by reference, or (ii) the metes and bounds description of such parcel set forth in as determined based upon the deed vesting title to such parcel in SellerSurveys. (c) Purchaser shall, at the cost and expense of Purchaser, and using a single environmental consultant selected by Purchaser, obtain a Phase I environmental audit report and a compliance audit report and, as said metes determined necessary by Purchaser, a Phase II environmental audit report on each of the parcels of Real Property and bounds descriptions Leased Real Property (individually an "Environmental Audit Report" and, collectively, the "Environmental Audit Reports"). (d) Except as otherwise provided in item this SECTION 4.4(D), the Parties hereto shall keep confidential and shall not disclose to any person except each Party's counsel, accountants, and representatives, all on a "need to know" basis in connection with the consummation of the transactions contemplated hereby, the existence or content of any Environmental Audit Report. The confidentiality obligations of this SECTION 4.4(D) shall not apply where the disclosure of such information is needed to (i) or enforce the Agreement; (ii) may be modified by mutual agreement fulfill a contractual obligation with an insurer; (iii) comply with applicable laws or regulations; or (iv) comply with the terms of the parties acting in good faith with respect thereto; provided, however, in an administrative or judicial formal request or order requiring such disclosure. In the event Purchaser causes is required by law or otherwise to make a new survey public disclosure of an Environmental Audit Report, Purchaser shall immediately notify Sellers and provide Sellers, to the extent practicable, a parcel of Real Property reasonable opportunity to be made by a land surveyor registered seek an injunction or licensed in Georgia, and the resulting plat of survey accurately depicts the boundaries of other remedy to prevent such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Seller, then Seller shall also execute and deliver to Purchaser at Closing a quitclaim deed for such parcel using the metes and bounds legal description therefor depicted on such new surveypublic disclosure.

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 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 business operations conducted by Sellers at that location. Purchaser indemnifies Seller 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 liability or obligation 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 agentsagents under this subsection and shall be responsible for and shall promptly repair to the extent reasonably practicable any damage caused by any such inspection, employeestesting 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 independent contractorssurveys that Purchaser had commissioned to be prepared relating to the environmental condition of the Real Property or the Facility. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents either by (i) the metes and bounds description set forth for such parcel (if any) on EXHIBIT A attached to and incorporated into said SCHEDULE 5.7.1 by reference, or (ii) the metes and bounds description of such parcel set forth in as determined based upon the deed vesting title to such parcel in SellerSurveys. (c) Purchaser shall, at the cost and expense of Purchaser, and using a single environmental consultant selected by Purchaser, obtain a Phase I environmental audit report and a compliance audit report and, as said metes determined necessary by Purchaser, a Phase II environmental audit report on each of the parcels of Real Property and bounds descriptions Leased Real Property (individually an "Environmental Audit Report" and, collectively, the "Environmental Audit Reports"). (d) Except as otherwise provided in item this SECTION 4.4(d), the Parties hereto shall keep confidential and shall not disclose to any person except each Party's counsel, accountants, and representatives, all on a "need to know" basis in connection with the consummation of the transactions contemplated hereby, the existence or content of any Environmental Audit Report. The confidentiality obligations of this SECTION 4.4(d) shall not apply where the disclosure of such information is needed to (i) or enforce the Agreement; (ii) may be modified by mutual agreement fulfill a contractual obligation with an insurer; (iii) comply with applicable laws or regulations; or (iv) comply with the terms of the parties acting in good faith with respect thereto; provided, however, in an administrative or judicial formal request or order requiring such disclosure. In the event Purchaser causes is required by law or otherwise to make a new survey public disclosure of an Environmental Audit Report, Purchaser shall immediately notify Sellers and provide Sellers, to the extent practicable, a parcel of Real Property reasonable opportunity to be made by a land surveyor registered seek an injunction or licensed in Georgia, and the resulting plat of survey accurately depicts the boundaries of other remedy to prevent such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Seller, then Seller shall also execute and deliver to Purchaser at Closing a quitclaim deed for such parcel using the metes and bounds legal description therefor depicted on such new surveypublic disclosure.