Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property. (b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if anya ny, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of o f a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result resu lt in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account accou nt of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a1) Subject to applicable Law, during the Interim Period, the Vendors shall (i) upon reasonable notice to the Vendors from the Purchaser, permit the Purchaser and its employees employees, agents, counsel, accountants or other representatives, and representatives shall be afforded lenders, to have reasonable access during normal business hours to (A) the Leased Premises, (B) the Assets, including all Books and Records whether retained by the Vendors, the Target, any Subsidiary or otherwise, and (C) all Contracts, including the Leases, in each case, so long as the access does not unduly interfere with the ordinary conduct of the Business; (ii) furnish to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ (collectivelyPurchaser or its employees, “Purchaser’s Access Rights”); providedagents, howevercounsel, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental accountants or other Hazardous Substances (as defined herein)representatives, investigationsand lenders, soil borings or penetrations, or such financial and operating data and other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition information with respect to the PropertyAssets and the Target Group as the Purchaser from time to time reasonably requests; and (iii) co-operate, or cause the co-operation, with the Purchaser and its representatives in the arrangement of any financing in connection with the transactions contemplated by the Agreement, as the Purchaser may reasonably request from time to time. All requests by the Purchaser for access under this Section 4.2 shall be submitted or directed exclusively to the Vendors’ Representative or such other individuals as the Vendors’ Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Vendors, the Target Group, nor the Holding Entities shall be required to disclose any information to the Purchaser if such disclosure would, in either case the sole discretion of the Vendors’ Representative, acting reasonably: (i) cause significant competitive harm to any of the Vendors, the Target Group, the Holding Entities and their respective businesses if the transactions contemplated by this Agreement are not consummated; (ii) jeopardize any solicitor-client, litigation or other privilege; or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into before the date of this Agreement. Before the Closing, without Seller’s the prior written approvalconsent of the Vendors’ Representative, which approval may be granted withheld for any reason, the Purchaser shall not contact any suppliers to, or withheld in Seller’s sole discretioncustomers of, the Target Group. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the PropertyThe Purchaser shall, as determined and shall cause its representatives to, abide by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties the Confidentiality Agreement with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,information provided under this Section 4.2.
Appears in 1 contract
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(ba) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Upon execution of this Agreement, Sellers shall provide Purchaser and its employees representatives, accountants and representatives shall be afforded counsel reasonable access to the Property during reasonable normal business hours and upon not less than two one (2 1) business days’ prior Business Days notice to Seller via e-mail Sellers to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ (collectivelythe Facilities, “Purchaser’s Access Rights”)Business Employees, Additional Employees, Business Related Employees, depository records, Loan files, books and records and all other documents and other information relating to the Facilities, the Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided, however, provided that in no event a representative of Sellers shall Purchaser perform or allow be permitted to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition present at all times and provided further that with respect to information concerning Business Employees, Additional Employees and Business Related Employees, Sellers' sole obligation shall be to provide Purchaser with information concerning the Propertyname, in either case without Seller’s prior written approvalposition, which approval may be granted or withheld in Seller’s sole discretion. In date of hire and salary of the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the PropertyBusiness Employees, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours Additional Employees and further upon the terms Business Related Employees and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller Sellers shall not be required to execute provide Purchaser with access to or copies of any questionnaires personnel files or other documents in connection with Purchaser’s inspection individualized employee files or documents, all of which shall remain the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection sole property of Sellers. Notwithstanding the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriateforegoing, in Seller’s no event shall Sellers be required to provide (a) any information that is not available from Persons who are not Affiliates of Sellers on commercially reasonable terms which Sellers', in their sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractorsdeem proprietary, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
including without limitation, Sellers' "credit scoring" system, branch or credit practices, policies or procedures, or staffing models, (b) Purchaser shall restore and/or repair any area on information which is protected by the Property attorney-client privilege, or (c) its or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,Affiliates' tax returns.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Sovereign Bancorp Inc)
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Upon execution of this Agreement and until the Third Closing Date, Sellers shall provide Purchaser and its employees representatives, accountants and representatives shall be afforded counsel reasonable access to the Property during reasonable normal business hours and upon not less than two one (2 1) business days’ prior Business Days notice to Seller via e-mail Sellers to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ (collectivelythe Facilities, “Purchaser’s Access Rights”)Business Employees, Additional Employees and Business Related Employees, depository records, Loan files, books and records and all other documents and other information relating to the Facilities, the Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided, however, provided that in no event a representative of Sellers shall Purchaser perform or allow be permitted to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition present at all times and provided further that with respect to information concerning Business Employees, Additional Employees and Business Related Employees, Sellers' sole obligation shall be to provide Purchaser with information concerning the Propertyname, in either case without Seller’s prior written approvalposition, which approval may be granted or withheld in Seller’s sole discretion. In date of hire and salary of the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the PropertyBusiness Employees, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours Additional Employees and further upon the terms Business Related Employees and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller Sellers shall not be required to execute provide Purchaser with access to or copies of any questionnaires personnel files or other documents in connection with Purchaser’s inspection individualized employee files or documents, all of which shall remain the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection sole property of Sellers. Notwithstanding the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriateforegoing, in Seller’s no event shall Sellers be required to provide (a) any information that is not available from Persons who are not Affiliates of Sellers on commercially reasonable terms which Sellers', in their sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractorsdeem proprietary, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
including without limitation, Sellers' "credit scoring" system, branch or credit practices, policies or procedures, or staffing models, (b) Purchaser shall restore and/or repair any area on information which is protected by the Property attorney-client privilege, or (c) its or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,Affiliates' tax returns.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Sovereign Bancorp Inc)
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or o r indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less le ss than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser Purc ▇▇▇▇▇ shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account accoun t of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase Phas e II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished▇▇▇▇▇▇▇▇ d). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after PurchaserPurchaser ’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇, with copies to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property Prop erty disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereofthereo f, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and an d representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractorscontra ctors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 2) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this th is Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its it s investigations and testing and all activities undertaken in connection therewith and shall sha ll take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnishedfur nished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and an d representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) 10.1 Immediately from and after the date of execution of this Agreement and up until the Closing Date, Purchaser shall have the right to conduct, or cause to be conducted, such due diligence investigations, reviews, studies, tests, examinations and analyses of the Properties and Seller as Purchaser shall deem necessary or desirable, in the sole discretion of Purchaser, including, but not limited to, zoning, permits, approvals, contracts, soils analysis, title, survey, financials, leasing, engineering and environmental status of the Properties. Seller shall deliver to Purchaser or, at Purchaser's request, make available to Purchaser or its employees designees, for inspection and representatives shall be afforded reasonable access to the Property copying, at any time during reasonable regular business hours and upon reasonable notice to Seller, all information, documents, materials, instruments, agreements, and contracts relating to the Properties or Seller, to the extent available, including, but not limited to, title commitments and policies, as-built surveys, engineering reports, building and occupancy permits, licenses and inspections, Overleases, Space Leases, insurance policies, environmental reports, tests and other information concerning the Properties and books and records relating to the Properties in Seller's possession. During such period, Purchaser and its designees shall have free access to the Properties during regular business hours and upon reasonable notice of not less than two twenty-four (2 24) business days’ prior notice hours to Seller via e-mail for the purpose of conducting any such due diligence investigations. Seller hereby authorizes Purchaser and its designees to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇consult with governmental agencies concerning the Properties.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a).
10.2 Purchaser shall deliver obtain appropriate insurance coverage for damage to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes property and drawings, if any, received by Purchaser f rom third parties with respect injury to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken persons in connection with its investigations, and any pre-Closing examination or inspection of the equipment, materials, and substances generated, used or brought onto the Property pose no threat Real Estate.
10.3 Purchaser agrees to the safety or health of persons or the environment, and cause no repair any damage to the Property or other property Properties caused by its investigation of the Properties and to indemnify and hold Seller or other persons. Seller shall not be required to execute harmless from and against any questionnaires or other documents expense, claim, loss, cost and liability (including reasonable attorneys' fees) caused by Purchaser in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its 's investigations or any and all other activities undertaken entry by Purchaser or Purchaser’s representatives on the Properties. Anything contained herein to result in any liensthe contrary notwithstanding, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, foregoing indemnity and hold harmless agreement shall survive the Seller and the Seller Related Parties termination of this Agreement for a period of six (as defined below6) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,months.
Appears in 1 contract
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇, EJ Johallari at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a14(a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom from third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents and a nd third-parties performing any of tests and studies to use) best efforts to conduct the tests and studies in a manner which will minimize interference with the operation of the Property.
(ba) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs co sts or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement
Access by Purchaser. (a) Purchaser and its employees and representatives shall be afforded reasonable access to the Property during reasonable business hours and upon not less than two (2 ) business days’ prior notice to Seller via e-mail to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ (collectively, “Purchaser’s Access Rights”); provided, however, that in no event shall Purchaser perform or allow to be performed any asbestos, environmental or other Hazardous Substances (as defined herein), investigations, soil borings or penetrations, or other invasive inspections on the Property nor shall Purchaser contact or otherwise communicate in any manner with any governmental agency regarding any environmental condition with respect to the Property, in either case without Seller’s prior written approval, which approval may be granted or withheld in Seller’s sole discretion. In the event that Purchaser’s access to the Property disrupts Seller’s ongoing business operations at the Property, as determined by Seller, in Seller’s sole discretion, Seller reserves the right to afford Purchaser reasonable access to the Property outside of normal business hours and further upon the terms and conditions of this Section 14 (a). Purchaser shall deliver to Seller, within three (3) business days after Purchaser’s receipt thereof, copies of all written reports, tests, commitments, notes and drawings, if any, received by Purchaser f rom third parties with respect to the Property. Seller shall have the right, but not the obligation, to have a representative present for any entries on the Property by Purchaser or its employees and representatives. Purchaser shall fully comply with all laws applicable to its investigations and testing and all activities undertaken in connection therewith and shall take all actions and implement all protections necessary to ensure that all actions taken in connection with its investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or other persons. Seller shall not be required to execute any questionnaires or other documents in connection with Purchaser’s inspection of the Property and Seller shall not be obligated to incur any expense with respect to Purchaser’s inspection of the Property. Purchaser shall not request approval for performance of a Phase II environmental site assessment and Purchaser’s sole option shall be to terminate this Agreement during the Feasibility Period. If such an assessment is recommended under the terms of an environmental Phase I site assessment performed on behalf of Purchaser, Seller shall have the right, but not the obligation, to conduct the Phase II environmental study and share the results with Purchaser as Seller deems appropriate, in Seller’s sole discretion. All tests and studies shall be at Purchaser’s expense, and Purchaser shall use (and shall instruct all contractors, agents agen ts and third-parties performing any of tests and studies to use) best efforts to conduct the tests te sts and studies in a manner which will minimize interference with the operation of the Property.
(b) Purchaser shall restore and/or repair any area on the Property (or any improvements and/or personal property located on or about the Property) disturbed or damaged dam aged in the course of Purchaser’s testing or access on or about the Property, to the condition in which such Property existed prior to such access or tests. Purchaser shall not allow its investigations or any and all other activities undertaken by Purchaser or Purchaser’s representatives to result in any liens, judgments or other encumbrances being filed or recorded against the Property, and Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for service, labor or materials furnished). Purchaser agrees to indemnify, defend, and hold harmless the Seller and the Seller Related Parties (as defined below) from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) any entry upon the Property by Purchaser or its agents, contractors, employees or representatives, (ii) any activities or tests conducted thereon by Purchaser or on behalf of Purchaser,
Appears in 1 contract
Sources: Purchase and Sale Agreement