Additional Title Documents The Receiver, the Corporation and the Assuming Institution each agree, at any time, and from time to time, upon the request of any party hereto, to execute and deliver such additional instruments and documents of conveyance as shall be reasonably necessary to vest in the appropriate party its full legal or equitable title in and to the property transferred pursuant to this Agreement or to be transferred in accordance herewith. The Assuming Institution shall prepare such instruments and documents of conveyance (in form and substance satisfactory to the Receiver) as shall be necessary to vest title to the Assets in the Assuming Institution. The Assuming Institution shall be responsible for recording such instruments and documents of conveyance at its own expense.
Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder.
§ 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner’s expense.
§ 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder’s expense.
§ 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner.
§ 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing.
§ 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work.
Title and Survey Matters 4.1 As soon as practicable after the Closing Date, Seller shall deliver to Purchaser a standard owner's policy of title insurance issued by the Title Insurer/Escrow Agent ("TITLE POLICY"). The Title Policy shall insure marketable title to the Property in the amount of the Purchase Price, free and clear of all liens, encumbrances and exceptions whatsoever, save and except only for those easements, restrictions and other matters of record affecting title to the Property which are Permitted Exceptions (as hereinafter defined).
4.2 Purchaser shall have until the end of the Due Diligence Period (as hereinafter defined) in which to review the title commitment and as-built survey to be delivered by Seller pursuant to Section 5.1, and to obtain any modifications, endorsements or other revisions to either the title commitment or the survey required by Purchaser, at Purchaser's cost. If Purchaser is unable to obtain any modification, endorsement or other revision to the title commitment or survey required by Purchaser, or if any items remain on the title commitment or survey which are not acceptable to Purchaser ("UNPERMITTED EXCEPTIONS"), then on or before the end of the Due Diligence Period, Purchaser shall so notify Seller (an "OBJECTION NOTICE"). Seller has a period of ten (10) days after the date of the Objection Notice in which Seller, using good faith efforts, shall attempt to remove such Unpermitted Matters or remedy same in a manner satisfactory to Purchaser in its sole and absolute discretion, or have the Title Insurer/Escrow Agent commit to insure against loss or damage that may be occasioned by such exceptions (in endorsements satisfactory to Purchaser). If Seller does not cure any Unpermitted Exceptions to Purchaser's satisfaction within such period, then Purchaser may either (a) terminate this Agreement by giving written notice to Seller of such termination not later than five (5) days following the end of the ten (10) day cure period, in which event the Xxxxxxx Money, and all interest earned thereon, shall be returned to Purchaser and neither party shall have any further obligations or liabilities hereunder or (b) accept such Unpermitted Exceptions. Any item not specified in the Objection Notice or subsequently accepted by Purchaser shall be a "PERMITTED EXCEPTION". Seller shall be obligated to remove prior to Closing all mortgages and other liens or encumbrances of a definite or ascertainable monetary amount, and if Seller fails to do so, Purchaser may elect to terminate this Agreement. At the Closing, and as a further condition of Purchaser's performance of its obligations hereunder, Seller shall cause the Title Insurer/Escrow Agent to deliver to Purchaser the Title Policy or a marked-up and signed commitment to deliver same.
Inspection Period Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the Xxxxxxx Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.
TESTING AND INSPECTION 6.1 Pre-Commercial Operation Date Testing and Modifications.
Title and Survey Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.
Equipment Testing and Inspection 2.1.1 The Interconnection Customer shall test and inspect its Small Generating Facility and Interconnection Facilities prior to interconnection. The Interconnection Customer shall notify the NYISO and the Connecting Transmission Owner of such activities no fewer than five Business Days (or as may be agreed to by the Parties) prior to such testing and inspection. Testing and inspection shall occur on a Business Day. The Connecting Transmission Owner may, at its own expense, send qualified personnel to the Small Generating Facility site to inspect the interconnection and observe the testing. The Interconnection Customer shall provide the NYISO and Connecting Transmission Owner a written test report when such testing and inspection is completed. The Small Generating Facility may not commence parallel operations if the NYISO, in consultation with the Connecting Transmission Owner, finds that the Small Generating Facility has not been installed as agreed upon or may not be operated in a safe and reliable manner.
2.1.2 The NYISO and Connecting Transmission Owner shall each provide the Interconnection Customer written acknowledgment that it has received the Interconnection Customer’s written test report. Such written acknowledgment shall not be deemed to be or construed as any representation, assurance, guarantee, or warranty by the NYISO or Connecting Transmission Owner of the safety, durability, suitability, or reliability of the Small Generating Facility or any associated control, protective, and safety devices owned or controlled by the Interconnection Customer or the quality of power produced by the Small Generating Facility.
Title and Survey Review The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;
Maintenance and Inspection Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
Access and Inspection 3.7.1 To allow the Landlord (or any Superior Landlord) their agent or any professional adviser, or contractor authorised by the Landlord or the Landlord’s Agent to enter the Property with or without workmen and with all necessary equipment. Other than in the case of an Emergency, the Landlord shall give the Tenant not less than 24 hours' written notice. The Tenant is only required to allow such access for the following: • the Tenant has not complied with a written notice under the Terms of this Agreement and the Landlord wishes to enter the Property in accordance with these Terms. • the Landlord seeks to carry out work for which the Landlord is responsible • the Landlord wishes to inspect the Property • to enable the Landlord or the Landlord’s Agent to comply with statute • Any gas safety or electrical safety checks • Where the Property shall have working Chimney(s) to permit the Landlord’s contractor to attend and sweep the chimney(s) at least every 12 months or more frequently as reasonably considered necessary whether or not the Tenant shall have used such chimney(s)
3.7.2 At any point in the Tenancy, allow access to the Property to the Landlord’s Agent and any estate or letting agents together with any prospective buyer, mortgagee, their surveyors or future Tenant at all reasonable times during normal working hours of the Landlord’s Agent upon giving 24 hours written notice made by any person who is or is acting on behalf of a prospective purchaser or Tenant of the Property and who is authorised by the Landlord or the Landlord’s Agent to view the Property.
3.7.3 At any point in the Tenancy, permit the Landlord’s Agents or any estate agents’ notices or boards to be affixed to the Property.
3.7.4 Where the Property or any equipment at the Property is covered by a service contract or warranty, where required by the Landlord or Agent, the Tenant will arrange appointments direct with the service contract provider and the Tenant will attend all and any visits required.
