Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall: (a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations; (b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith; (c) permit the Seller to have a representative present during all Investigations undertaken hereunder; (d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons; (e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same; (f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement or the first entry on the Property; and (g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate in.
Appears in 2 contracts
Sources: Not Specified (Witter Dean Realty Income Partnership Ii Lp), Not Specified (Witter Dean Realty Income Partnership I Lp)
Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons;
(ed) if requested by the SellerClosing fails to occur, furnish to the SellerSeller within thirty (30) days of the originally scheduled Closing Date, at no cost or expense to the Seller, copies of all any surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of sameProperty;
(fe) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 43, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of within ten (10) days after the date of this Agreement or the first entry on the PropertyAgreement; and
(gf) notindemnify the Seller and the Seller's Affiliates and hold the Seller and the Seller's Affiliates harmless from and against any and all claims, at demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys' fees and disbursements), suffered or incurred by the Seller or any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing 's Affiliates and arising out of or in personconnection with (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, Seller (ii) any Investigations or its designee other activities conducted thereon by the Purchaser or the Purchaser's Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of the Investigations. The provisions of this Section 4.1 shall have survive the right to be present at or otherwise participate intermination of this Agreement and the Closing.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Witter Dean Realty Income Partnership Iv L P), Purchase and Sale Agreement (Dean Witter Realty Income Partnership Iii Lp)
Access to the Property. During (a) Provided Buyer has delivered evidence of Buyer’s Liability Insurance (as hereinafter defined) to Sellers and Sellers have approved the Due Diligence Periodsame (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers will allow Buyer and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to the Purchaser and Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the Purchaser's Representatives shall have the right rights of Tenants under their Leases), to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided Properties (i) for the Purchaser purpose of performing surveys, physical inspections, engineering studies and environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope be solely responsible for all of the proposed Investigationscosts and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, and (iii) neither the Purchaser nor the Purchaser's Representatives without Seller’s prior approval, which shall permit not be unreasonably withheld, conditioned or delayed, Buyer shall not be permitted to conduct any borings, drillings Investigations which involve invasive or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense destructive testing of the Purchaser Properties (or any portion thereof and the Purchaser's Representativesincluding, and shall not interfere with the activities on or about the Property without limitation, any boring of the Seller, its tenants and Properties in connection with an environmental audit or otherwise) or any alteration of the Properties (or any portion thereof). In the event Sellers do provide their employees and invitees. The Purchaser shall:
(a) promptly repair any damage consent to the Property resulting from any such Investigations and replaceinvasive testing or alteration, refill and regrade any holes made in, or excavations of, any portion of Buyer shall promptly restore the applicable Property used for such Investigations so that the Property shall be in the same to its condition as that which existed immediately prior to such Investigations;
test or alteration. Buyer shall provide Sellers with evidence that applicable contractors have named Sellers and The ▇▇▇▇ ▇▇▇▇▇▇▇ Company (bthe “Manager”) as additional insureds in their respective insurance policies, which insurance policies must be approved by Sellers in their reasonable discretion and maintained through the Closing Date. Buyer shall (x) fully comply with all Laws laws, rules and regulations applicable to Properties and/or the Investigations and all other activities undertaken in connection therewith;
, (cy) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (z) permit the Seller Sellers to have a representative present during all Investigations undertaken hereunder;
. With at least two (d2) take Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby agrees to indemnify, defend and hold harmless Sellers, Manager and each other Released Party (as hereafter defined) from and against any and all actions loss, cost, expense, damage, claim and implement all protections necessary to ensure that all actions taken liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Sellers, Manager or any other Released Party and arising out of or in connection with (I) Buyer and/or Buyer’s representatives entry upon the InvestigationsProperties, (II) any Investigations and other activities conducted on the Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions), and (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or Buyer’s representatives. Buyer shall procure, prior to entry upon the equipment, materialsProperties, 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 the Seller or other persons;
maintain for at least one (e1) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly year after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive Effective Date commercial general public liability insurance with covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the minimum amount same meet the requirements set forth in this Section 3.7(a). All of $3,000,000, insuring Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the Purchaser extent of Buyer’s indemnity contained in this Section 3.7. Sellers and the Seller and certain of Seller's Affiliates listed on Schedule 4, Manager shall be named as additional insuredsinsureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, against material amendment or reduction of any injuries or damages such coverage. The provisions of this Section 3.7 shall not in any way be deemed to persons or property that may result from or are related to (i) amend the Purchaser's provisions of Article XII. The indemnity set forth in this Section 3.7 shall survive the Closing and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date termination of this Agreement until the Survival Date set forth in Section 24.9(a) hereof.
(b) Except as otherwise expressly permitted by Section 3.7(a) hereof, Buyer and/or Buyer’s representatives shall not communicate or otherwise interfere with the Tenants or with the normal conduct by Sellers or the first entry on Manager of their business at the Property; and
(g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate inProperties.
Appears in 1 contract
Sources: Commercial Multi Property Agreement of Purchase and Sale (Duke Realty Corp)
Access to the Property. During (a) Provided Buyer has delivered evidence of Buyer’s Liability Insurance (as hereinafter defined) to Sellers and Sellers have approved the Due Diligence Periodsame (which approval shall not be unreasonably withheld, conditioned or delayed), Sellers will allow Buyer and its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to the Purchaser and Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the Purchaser's Representatives shall have the right rights of Tenants under their Leases), to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided Properties (i) for the Purchaser purpose of performing surveys, physical inspections, engineering studies and environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope be solely responsible for all of the proposed Investigationscosts and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, and (iii) neither the Purchaser nor the Purchaser's Representatives without Seller’s prior approval, which shall permit not be unreasonably withheld, conditioned or delayed, Buyer shall not be permitted to conduct any borings, drillings Investigations which involve invasive or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense destructive testing of the Purchaser Properties (or any portion thereof and the Purchaser's Representativesincluding, and shall not interfere with the activities on or about the Property without limitation, any boring of the Seller, its tenants and Properties in connection with an environmental audit or otherwise) or any alteration of the Properties (or any portion thereof). In the event Sellers do provide their employees and invitees. The Purchaser shall:
(a) promptly repair any damage consent to the Property resulting from any such Investigations and replaceinvasive testing or alteration, refill and regrade any holes made in, or excavations of, any portion of Buyer shall promptly restore the applicable Property used for such Investigations so that the Property shall be in the same to its condition as that which existed immediately prior to such Investigations;
test or alteration. Buyer shall provide Sellers with evidence that applicable contractors have named Sellers and The M▇▇▇ ▇▇▇▇▇▇▇ Company (bthe “Manager”) as additional insureds in their respective insurance policies, which insurance policies must be approved by Sellers in their reasonable discretion and maintained through the Closing Date. Buyer shall (x) fully comply with all Laws laws, rules and regulations applicable to Properties and/or the Investigations and all other activities undertaken in connection therewith;
, (cy) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by Sellers, Manager, the Tenants under the Leases or other occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (z) permit the Seller Sellers to have a representative present during all Investigations undertaken hereunder;
. With at least two (d2) take Business Days prior written notice from Buyer, Sellers shall arrange for Buyer to conduct tenant interviews, provided such Tenants are agreeable to such interview, and Sellers shall have the right to have a representative accompany Buyer on such interviews. Buyer may not, however, request any governmental investigations or inspections of the Properties; provided, however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby agrees to indemnify, defend and hold harmless Sellers, Manager and each other Released Party (as hereafter defined) from and against any and all actions loss, cost, expense, damage, claim and implement all protections necessary to ensure that all actions taken liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Sellers, Manager or any other Released Party and arising out of or in connection with (I) Buyer and/or Buyer’s representatives entry upon the InvestigationsProperties, (II) any Investigations and other activities conducted on the Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as a result of Buyer’s mere discovery of a condition of the Property, including, but not limited to, environmental conditions), and (III) any liens or encumbrances filed or recorded against any Property as a consequence of any and all Investigations and other activities undertaken by Buyer or Buyer’s representatives. Buyer shall procure, prior to entry upon the equipment, materialsProperties, 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 the Seller or other persons;
maintain for at least one (e1) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly year after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive Effective Date commercial general public liability insurance with covering Buyer, Sellers, Manager and the Properties for actions taken by Buyer or Buyer’s representatives, contractors, agents or invitees on an occurrence, as opposed to claims made, basis and providing for a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage of not less than **** ******* *** ****** ******* *************** per occurrence issued by companies and in form and substance reasonably satisfactory to Sellers (“Buyer’s Liability Insurance”), which insurance requirements may be satisfied with a combination of a primary policy and an excess policy, provided the minimum amount same meet the requirements set forth in this Section 3.7(a). All of $3,000,000, insuring Buyer’s General Liability Insurance shall be primary and not contributing with any insurance maintained by Sellers or Manager to the Purchaser extent of Buyer’s indemnity contained in this Section 3.7. Sellers and the Seller and certain of Seller's Affiliates listed on Schedule 4, Manager shall be named as additional insuredsinsureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice at least thirty (30) days prior to cancellation, against material amendment or reduction of any injuries or damages such coverage. The provisions of this Section 3.7 shall not in any way be deemed to persons or property that may result from or are related to (i) amend the Purchaser's provisions of Article XII. The indemnity set forth in this Section 3.7 shall survive the Closing and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date termination of this Agreement until the Survival Date set forth in Section 24.9(a) hereof.
(b) Except as otherwise expressly permitted by Section 3.7(a) hereof, Buyer and/or Buyer’s representatives shall not communicate or otherwise interfere with the Tenants or with the normal conduct by Sellers or the first entry on Manager of their business at the Property; and
(g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate inProperties.
Appears in 1 contract
Sources: Commercial Multi Property Agreement of Purchase and Sale (Duke Realty Limited Partnership/)
Access to the Property. During 6.3.1 Provided Purchaser has delivered evidence of Purchaser’s Liability Insurance (as hereinafter defined) to Seller and Seller has approved the same (which approval shall not be unreasonably withheld, conditioned or delayed), Seller will allow Purchaser and its employees, agents, prospective lenders, attorneys, contractors, and representatives (collectively, “Purchaser’s Representatives”), prior to the Due Diligence PeriodDate at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Subtenant under the Subleases) and without material interruption of Seller’s management of the Property or interference with Subtenant, residents, occupants or employees at the Purchaser and the Purchaser's Representatives shall have the right Property, to enter upon the Property (i) for the sole purpose of inspecting updating Surveys, inspections, engineering studies, Phase I environmental assessments and any other non-invasive tests, structural examinations or studies which Purchaser may reasonably deem necessary, and (ii) to inspect the Property and, to the extent permitted by law, all books, records and making surveys, soil borings, engineering tests and other investigations, inspections and tests accounts relating to the operation thereof (collectively, "Investigations"), provided clauses (i) and (ii), the “Investigations”). Purchaser shall give be solely responsible for all of the Seller not less than one (1) business days' costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, Seller’s prior written notice before each entry, consent (iiwhich consent may be granted or withheld in Seller’s sole and absolute discretion) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on required for any Investigations which involve invasive or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion destructive testing of the Property used for such Investigations so that (or any portion thereof and including, without limitation, any Phase II environmental assessments or boring of the Property in connection with an environmental audit or otherwise) or any alteration of the Property (or any portion thereof). In the event Seller does provide its consent to any such invasive testing or alteration, Purchaser shall be in promptly restore the same Property to its condition immediately prior to, as that which existed prior to applicable, such Investigations;
test or alteration. Purchaser shall (bi) fully comply with all Laws laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith;
, (cii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or Subtenant under that certain (i) Commercial Lease Agreement, dated as of October 1, 2021, between Subtenant and Seller, and (ii) Commercial Lease Agreement, dated as of October 1, 2021, between Subtenant and Seller (collectively, the “Subleases”) (or any of their respective agents, representatives, residents, occupants, guests, invitees, contractors, or employees), and (iii) schedule all such Investigations at Seller’s convenience and shall permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions . Purchaser hereby agrees to indemnify, defend and implement all protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the hold harmless Seller and certain of Seller's Affiliates listed on Schedule 4, each other Released Party (as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement or the first entry on the Property; and
(g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate in.term is
Appears in 1 contract
Sources: Purchase and Sale Agreement (Franchise Group, Inc.)
Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one two (12) business days' days prior written notice before the first entry and not less than twenty-four (24) hours telephonic notice before each subsequent entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent, provided however that the Seller acknowledges that the Purchaser will require core sampling of the concrete slabs in the Buildings. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement or the first entry on the Property;
(g) indemnify the Seller and the Seller's Affiliates and hold the Seller and the Seller's Affiliates harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including without limitation attorneys' fees and disbursements), suffered or incurred by the Seller or any of the Seller's Affiliates and arising out of or in connection with (i) the Purchaser and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon by the Purchaser or the Purchaser's Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of the Investigations or any other activities conducted thereon by the Purchaser or the Purchaser's Representatives; provided, however, that subject to Section 17.3 hereof, the obligations of Purchasers set forth in this Section 4.1(g) shall not be applicable to matters or conditions which are only discovered by Purchaser or Purchaser's Representatives, but not caused by, Purchaser or Purchaser's Representatives; and
(gh) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate in. The provisions of this Section 4.1 shall survive the termination of this Agreement and the Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Dean Witter Realty Yield Plus Ii Lp)
Access to the Property. During Subject to rights of the Due Diligence Periodtenants under Space Leases, from the Purchaser Effective Date until the Closing (or earlier termination of this Agreement), Purchaser, and the any employee, agent, principal or contractor of Purchaser's Representatives , shall have the right to enter upon the Property for upon reasonable advance notice during ordinary business hours to conduct reasonable non-invasive inspections, studies, surveys, analyses and tests of the sole purpose of inspecting Property. Seller may have a representative present at any time that Purchaser or its representative is on the Property. Purchaser shall promptly notify Seller of, and shall promptly restore, any damage to the Property and making surveyscaused by Purchaser or Purchaser’s employees, soil boringsagents, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first principals or contractors during any such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and shall satisfy any and all Investigations shall mechanic’s liens which may be during filed against the Seller's normal business hours and at the sole risk and expense Property as a result of any such entry onto or inspection of the Property. Purchaser and the Purchaser's Representativesshall promptly notify Seller of, and shall not interfere with the activities on or about the Property of the Sellerindemnify, defend and hold Seller (and its respective principals, officers, directors, employees, agents, contractors, tenants and their employees subtenants) harmless from and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations ofagainst, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and expenses) (other activities undertaken in connection therewith;
(cthan those arising out of Seller’s or its agents’ gross negligence or intentional misconduct) permit the Seller to have arising as a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the Investigationsresult of any entry by Purchaser or any employee, and the equipmentagent, materials, and substances generated, used principal or brought onto the Property pose no threat to the safety or health contractor of persons or the environment, and cause no damage to Purchaser upon the Property or other property of the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations inspections or other activities conducted thereon, and (iii) by any and all other activities undertaken by of the Purchaser and/or the Purchaser's Representatives in connection with foregoing on the Property, and deliver evidence . The provisions of such insurance policy to this Section regarding indemnification shall survive the Seller at the earlier of ten (10) days after the date termination of this Agreement or the first entry on Closing, whichever is applicable. In addition to the Property; and
(gforegoing contractual obligations, Purchaser shall, and shall cause its outside consultant(s) not, at any time, contact or communicate with any tenant who are performing the physical inspections of the Property for Purchaser to, obtain and provide to Seller, prior to Purchaser or any reason whatsoever employee, agent, principal or contractor of Purchaser entering upon the Property after the Effective Date, evidence of comprehensive general liability insurance coverage in an amount not less than $5,000,000 covering Purchaser’s obligation under its indemnity obligation and naming Seller as additional named insureds, which policy(ies) shall be kept in force and effect until the Closing Date. Purchaser shall not perform any inspections, studies, surveys, analyses or tests of the Property without the prior written approval consent of Seller. Except as otherwise expressly set forth in this Agreement, Purchaser shall not be entitled to terminate this Agreement or receive any reduction of the Seller, which communications, whether Purchase Price based upon matters disclosed by telephone, in writing or in person, Seller or its designee shall have any inspection of the right to be present at or otherwise participate inProperty.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Steinway Musical Instruments Inc)
Access to the Property. During Commencing on the Effective Date hereof and continuing until the expiration of the Due Diligence Period, Seller shall allow Buyer and Buyer’s Representatives access to the Purchaser Property at reasonable times in order to conduct such environmental, soil, engineering or any other studies thereon as Buyer, in its reasonable discretion, shall deem advisable; provided, however: (a) such access shall not interfere with the operation of the Property or Seller’s adjacent properties and shall be subject to the Purchaser's Representatives terms of the Leases; (b) Buyer shall provide at least twenty-four (24) hours’ notice prior to each visit to the Property by any Buyer’s Representatives, and representatives of Seller shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests accompany Buyer’s Representatives during each such visit; (collectively, "Investigations"), provided (ic) the Purchaser any invasive testing shall give the Seller not less than one (1) business days' require Seller’s prior written notice before each entryconsent, which consent shall not be unreasonably withheld, conditioned or delayed; and (iid) after the first such notice shall include sufficient information to permit the Seller to review the scope expiration of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Due Diligence Period Buyer’s Representatives shall permit not be permitted to perform any borings, drillings further testing or samplings to be done on other physical evaluation of the Property without the Seller's prior written consentconsent of Seller, which shall not be unreasonably conditioned, withheld or denied. Any entry upon Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. Buyer shall immediately return the Property to the condition existing prior to any tests and all Investigations inspections. Buyer shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, use its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any best efforts to minimize damage to the Property resulting from and shall cause the Property to be restored to substantially the condition existing immediately prior to entry thereon by Buyer and the Buyer’s Representatives (which obligation shall survive the termination of this Agreement and shall not be subject to any such Investigations and replacelimitation of remedies set forth in this Agreement. Seller acknowledges that Buyer, refill and regrade any holes made inat its sole expense, or excavations of, any portion will be conducting an audit of property-level financials as specified by Rule 3-14 of Regulation S-X of the Property used for such Investigations so that the Property shall be in the same condition Securities Act of 1933, as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the Investigationsamended, and the equipmentSecurities Exchange Act of 1934, materialsas amended, and substances generated, used or brought onto the Property pose no threat Seller agrees to the safety or health of persons or the environment, reasonably cooperate and cause no damage to the Property or other property of the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage assist Buyer in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) obtaining any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Propertysuch data and financial information that shall be reasonably available to Seller (including, without limitation, data and information obtainable from Seller’s property manager), and deliver evidence of permit Buyer’s auditors reasonable access to such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement or the first entry on the Property; and
(g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate ininformation.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Global Income Trust, Inc.)
Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have had the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests of the Property, including, without limitation, all structural and mechanical systems within the Building (collectively, "Investigations"" which term shall not include Purchaser's internal work product), provided (i) the Purchaser shall give gave the Seller not less than one (1) business days' prior written notice before each entry, and (ii) the first such notice shall include sufficient information to permit the Seller 13 to review the scope of the proposed Investigations. Purchaser did not during the Due Diligence Period and does not now have the right to conduct any subsurface investigations at the Property, and (iiiany such investigations shall be undertaken by the Seller pursuant to Section 13.3(a) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consenthereof. Any entry upon the Property and all Investigations shall be during the Due Diligence Period were to have been during the Seller's normal business hours and were and remain at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall were not interfere with to have disrupted the activities on or about the Property of the Seller, its tenants and their employees and inviteesinvitees in any substantial manner. The Purchaser shallwas required during the Due Diligence Period and remains obligated to:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller and/or the tenant under the Lease to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain from third party consultants with respect to the Property promptly after the Purchaser's receipt of same, Seller hereby waives any claims, actions or causes of action against Purchaser or any such third party consultant with respect to the accuracy or completeness of any such studies or reports delivered to Seller by Purchaser;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 42, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the 14 Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement or the first entry on the Property; and
(g) notsubject to the final sentence of Section 17 hereof, at indemnify the Seller and the Seller's Affiliates and hold the Seller and the Seller's Affiliates harmless from and against any timeand all claims, contact demands, causes of action, losses, damages, liabilities, costs and expenses (including without limitation attorneys' fees and disbursements), suffered or communicate with incurred by the Seller or any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing 's Affiliates and arising out of or in personconnection with (i) the Purchaser and/or the Purchaser's Representatives' entry upon the Property, Seller (ii) any Investigations or its designee other activities conducted thereon by the Purchaser or the Purchaser's Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of the Investigations or any other activities conducted thereon by the Purchaser or the Purchaser's Representatives. The provisions of this Section 4.1 shall have survive the right to be present at or otherwise participate intermination of this Agreement and the Closing.
Appears in 1 contract
Access to the Property. During Section 5.01 Seller and Purchaser have executed that certain Access Agreement dated as of the Due Diligence PeriodEffective Date (the "Access Agreement"), the provisions of which are hereby incorporated herein by reference. In accordance with the Access Agreement and this Section 5.01, Purchaser shall have reasonable access to the Property at all reasonable times during normal business hours, upon appropriate notice to Tenants as permitted or required under Leases for the purpose of conducting any tests deemed reasonably necessary by Purchaser, including, without limitation, surveys and architectural, engineering, geotechnical and environmental inspections and tests. With respect to any intrusive inspection or test (i.e., core sampling) Purchaser must first obtain Seller’s prior written consent, which consent shall not be unreasonably withheld. Purchaser shall bear the cost of all such inspections or tests and shall be responsible for any wastes generated by those tests, which obligation shall survive the termination of this Contract. In addition, Purchaser and Purchaser’s representatives shall not meet with any governmental authority for the Purchaser's Representatives shall have purpose of gathering information in connection with the right to enter upon the Property transaction contemplated by this Contract; provided, however, that Purchaser may contact local governmental and quasi- governmental authorities for the sole purpose purposes of inspecting (i) conducting a title search of the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) obtaining such existing information in such authorities’ files regarding the first such notice Property’s compliance with applicable building, health and safety codes; provided, however, that in no event shall include sufficient information to permit the Seller to review the scope Purchaser request or otherwise initiate any governmental or quasi-governmental investigation or inspection of the proposed InvestigationsProperty or any part thereof. Seller shall reasonably cooperate with Purchaser in its due diligence investigations of the Property.
Section 5.02 In conducting any inspections, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings investigations or samplings to be done on tests of the Property without and/or Property Information, Purchaser and its agents and representatives shall: (a) not unreasonably disturb the Seller's prior written consent. Any entry upon Tenants or interfere with their use of the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall pursuant to their respective leases; (b) not unreasonably interfere with the activities on or about operation and maintenance of the Property; (c) not materially damage any part of the Property or any personal property of any Tenant; (d) promptly pay when due the costs of all tests, investigations, and examinations done with regard to the Property; (e) not permit any liens to attach to the Land or the Buildings and tangible personal property by reason of the Seller, exercise of its tenants rights hereunder; and their employees and invitees. The Purchaser shall:
(af) promptly repair any damage to the Land or the Buildings and Personal Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken caused by Purchaser in connection with any such inspection or tests. Purchaser’s obligations under this Section 5.02 shall survive the Investigationstermination of this Contract. The term "Property Information" shall mean, and collectively 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 documents relating to the Property or other property of the as listed on Schedule 5.02. At Closing, Seller or other persons;
(e) if requested by the Seller, furnish shall update Schedule 5.02 to the Seller, at no cost or expense include all documents made available to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties Purchaser relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement or the first entry on the Property; and
(g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate inEffective Date.
Appears in 1 contract
Access to the Property. During (a) Following the Due Diligence PeriodEffective Date, Purchaser shall have the right, subject to the remainder of this Section 4.2 and subject to the Lease, to access the Property solely for the benefit of Purchaser and those acting on behalf of Purchaser, actually or prospectively, for the purpose of examining the same in anticipation of its ownership of the Property, including, without limitation, to perform environmental testing; provided, however, that such access shall not be a basis for evaluating the purchase and sale herein agreed to by Purchaser nor give rise to a contingency or condition to the performance of Purchaser’s obligations hereunder. In the case of any such entry, Purchaser shall: (i) in all events give at least forty-eight (48) hours’ telephonic advance notice to Seller so that Seller may, at its option, have a representative designated by Seller present during each visit to the Property; and (ii) use commercially reasonable efforts to minimize any interference with the use or operation of the Property. Purchaser shall not perform any environmental testing without first advising Seller of the nature and scope of the test(s), and the entity performing the test(s). Any such access shall be limited to normal business hours unless otherwise approved by Tenant and Purchaser shall cooperate with any reasonable request by Seller in connection with the timing of any such access. The results of any such inspection (whether evidencing latent or patent defects in the Property or the existence or nonexistence of hazardous materials), or any information or matter discovered by Purchaser relating to the Tenant or the Lease, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, air quality, the utilities serving the Property, any zoning, environmental or building laws, rules or regulations affecting the Property, the use or occupancy of the Property or any part thereof, the suitability of the Property as the subject of a cooperative or condominium conversion, or otherwise disclosing a condition which is undesirable or in violation of any law or governmental rule, regulation, ordinance or order shall not be grounds for any modification of the respective obligations of Seller and Purchaser hereunder or for any amendment or modification of this Agreement. In the event Purchaser discovers a preexisting condition at the Property, Purchaser hereby covenants that it shall not disclose such condition to any person other than Purchaser's consultants, attorneys, advisors, employees, accountants, rating agencies, financiers, investors, joint venture partners, potential lenders, potential insurance companies, and any of their affiliated entities unless Purchaser is required to disclose the discovery of such existing conditions to Tenant pursuant to the Lease or a governmental authority pursuant to applicable law (and Purchaser shall immediately notify Seller of such pending disclosure and provide Seller an opportunity to minimize such disclosure). Further, and notwithstanding anything to the contrary set forth above, Purchaser or any sponsored entity of Purchaser and Seller may disclose any of such information if required in litigation, if any (whether arising out of this Agreement or otherwise) or if required by law (including, without limitation, any rule or regulation of the Securities and Exchange Commission). Purchaser has furnished (or caused to be furnished) to Seller a certificate naming Seller (and its property manager) as additional insureds on Purchaser's Representatives ’s or its agent’s commercial general liability insurance policy as reasonably approved by Seller. Purchaser agrees to maintain such coverage for so long as this Agreement remains in effect.
(b) All: (i) information provided by Seller to Purchaser; and (ii) information obtained by Purchaser relating to the Property in writing from third parties in the course of Purchaser’s review, including, without limitation, any environmental assessment or audit (all of the items identified in this clause (ii) being hereinafter sometimes collectively referred to as the “Reports”) shall be treated as confidential information by Purchaser and Purchaser shall instruct all of its employees, agents, representatives and contractors as to the confidentiality of all such information unless Purchaser is required to disclose such information in the Reports to Tenant pursuant to the Lease or a governmental authority pursuant to applicable law (including, without limitation, any rule or regulation of the Securities and Exchange Commission) or if required in litigation, if any (whether arising out of this Agreement or otherwise). Prior to Closing, Purchaser shall have the right to enter upon confer and communicate with Tenant’s representatives concerning the Property for completion of Tenant Improvements in accordance with Tenant’s plans and budgets, including, but not limited to, the sole purpose status of inspecting the Property completion of remediation work and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;related test results.
(c) permit Purchaser shall indemnify, defend and hold harmless Seller and its direct and indirect principals, agents, members, partners, employees, officers, directors, affiliates, lenders, property managers and asset managers from and against all claims, liabilities, losses, damages and expenses (including, without limitation, reasonable attorneys’ fees) resulting from, relating to or arising out of any access to the Seller Property pursuant to this Section 4.2, including, without limitation, in connection with any environmental testing, or breach of this Section 4.2, whether occasioned by the acts or omissions of Purchaser or those of its employees, agents, vendors, representatives or contractors unless such claims arise or are caused by Seller’s negligence or willful misconduct; provided, however, that Purchaser shall have a representative present during all Investigations undertaken hereunder;no obligation to indemnify the Indemnified Parties with respect to Purchaser’s mere discovery (as opposed to exacerbation) of pre-existing conditions or issues. This indemnification by Purchaser shall survive the Closing or the termination of this Agreement, as applicable.
(d) take all actions and implement all protections necessary Purchaser agrees, promptly following Seller’s request, to ensure that all actions taken in connection with the Investigations, and the equipment, materials, and substances generated, used or brought onto the Property pose no threat deliver to the safety or health of persons or the environment, and cause no damage to the Property or other property of the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to of the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage Reports in the minimum amount event Purchaser does not elect to proceed with the acquisition of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations without warranty or other activities conducted thereon, and (iii) any and all other activities undertaken representation by Purchaser. Purchaser’s obligation to deliver the Purchaser and/or Reports to Seller shall survive the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date termination of this Agreement or the first entry on the Property; and
(g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate inAgreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Access to the Property. During the Due Diligence Period, the Purchaser Seller will continue to allow Buyer and the Purchaser's Buyer’s Representatives shall have the right access to enter upon the Property for the sole purpose of inspecting the Property upon reasonable prior notice and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations")at reasonable times, provided (ia) such access does not interfere with the Purchaser construction of the Shell Building Improvements or operation of the Property; (b) Buyer shall give the provide Seller not less than one twenty-four (124) business days' prior written hours advance notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller of any Buyer’s Representatives intent to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon visit the Property and all Investigations any Buyer’s Representative shall be coordinate with Seller prior to and during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage each visit to the Property resulting from by any Buyer’s Representatives such Investigations that representatives of Seller may accompany Buyer’s Representatives during each such visit; and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller Buyer’s Representatives shall not be permitted to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 perform any invasive testing or other property physical evaluation of the Seller or other persons;
Property. Prior to such time as any of Buyer’s Representatives enter the Property, Buyer shall (ei) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance which insures Buyer’s Representatives with a combined single limit liability insurance limits of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily personal injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the names Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insuredsinsured, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, and (ii) provide Seller with a certificate of insurance evidencing that Buyer has obtained the aforementioned policy of insurance. Buyer’s Representatives shall not contact any Investigations governmental official or other activities conducted thereonrepresentative regarding the Property without Seller’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, and, if Seller’s consent to any such governmental contact is obtained by Buyer, Seller shall be entitled to receive at least two (2) days prior notice (which may be oral) of the intended contact and to have a representative present when any Buyer’s Representatives has any such contact with any governmental official or representative; provided, however, that following the date which is twenty (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (1020) days after the date issuance of this Agreement or the first entry on building permit, the Property; and
(g) notforegoing restriction shall pertain only to matters related to the Shell Building Improvements, at any timethe Fit Out Improvements and the construction thereof, contact or communicate with any tenant and shall not pertain to matters related to Buyer’s use of the Property for any reason whatsoever without or the prior written approval operations of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right Buyer proposed to be present at located therein (including, without limitation, matters such as economic incentives or otherwise participate intax relief that might be available to Buyer).
Appears in 1 contract
Access to the Property. During (a) Provided Purchaser has delivered evidence of Purchaser’s Liability Insurance to Seller and Seller has approved the Due Diligence Periodsame (which approval shall not be unreasonably withheld, the conditioned or delayed), Seller will allow Purchaser and the its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Purchaser's Representatives shall have the right ’s Representatives”) to enter upon the Property prior to the Closing Date at reasonable times during normal business hours upon two (2) Business Days’ prior notice (but subject to the rights of Tenants) and without material interruption of the Seller’s management of the Property or any Tenant’s use of its premises or the Property for the sole purpose of inspecting the Property and making updating surveys, soil boringsinspections, engineering tests studies, environmental assessments and any other investigationstests, inspections examinations or studies which Purchaser may reasonably deem necessary and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon inspect the Property and all Investigations books, records and accounts relating to the operation thereof (collectively, “Investigations”), at reasonable times upon reasonable notice (which for all events shall be during the Seller's normal business hours and at the sole risk and expense least two (2) Business Days’ prior notice). Purchaser shall be solely responsible for all of the Purchaser costs and the Purchaser's Representatives, expenses of any Investigations and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any conduct such Investigations in good faith and replacewith due diligence. Notwithstanding the foregoing, refill and regrade Seller’s prior written consent (which shall not be unreasonably withheld) shall be required for any holes made in, Investigations which involve invasive or excavations of, any portion destructive testing of the Property used for such Investigations so that (or any portion thereof and including, without limitation, any boring of the Property in connection with an environmental audit or otherwise) or any alteration of the Property (or any portion thereof). In the event Seller does provide its consent to any such invasive testing or alteration, Purchaser shall promptly restore the Property to its condition immediately prior to, as applicable, such test or alteration. Purchaser shall provide Seller with evidence that applicable contractors have named Seller as an additional insured to their respective insurance policies, which insurance policies must be approved by Seller in the same condition as that which existed prior to such Investigations;
its reasonable discretion. Purchaser shall (bi) fully comply with all Laws laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith;
, (cii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or the Tenants (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (iii) permit the Seller to have a representative one or more representatives present during all Investigations undertaken hereunder;
(d) take . Purchaser hereby agrees to indemnify, defend and hold harmless the Indemnified Seller Persons from and against any and all actions Losses suffered or incurred by Seller or any of such other entities or persons and implement all protections necessary to ensure that all actions taken arising out of or in connection with the 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 the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's ’s and/or the Purchaser's ’s Representatives' ’ entry upon the Property, (ii) any Investigations or and other activities conducted thereonon the Property by Purchaser or Purchaser’s Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of any and all Investigations and other activities undertaken by Purchaser or Purchaser’s Representatives except to the extent caused by such other entities or persons; provided, however, Purchaser and/or shall have no such indemnity, defense or hold harmless obligations with respect to Losses caused by Purchaser’s mere discovery of information respecting the Purchaser's Representatives in connection with Property. Purchaser shall procure, prior to entry upon the Property, and deliver evidence of such insurance policy to the Seller maintain for at the earlier of ten least six (106) days months after the date Closing or earlier termination of this Agreement or commercial general liability insurance covering Purchaser, Seller and the first entry Property on the Property; and
an occurrence, as opposed to claims made, basis and providing for a combined single limit for bodily injury and property damage of not less than Five Million and No/100 Dollars (g$5,000,000.00) not, at any time, contact or communicate per occurrence issued by companies and in form and substance reasonably satisfactory to Seller (“Purchaser’s Liability Insurance”). All of Purchaser’s Liability Insurance shall be primary and not contributing with any tenant insurance maintained by Seller to the extent of Purchaser’s indemnity contained in this Section 6.03(a). Seller shall be named as an additional insured under all of Purchaser’s Liability Insurance and Seller shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The indemnity and covenants of Purchaser set forth in this Section 6.03(a) shall survive the Property for any reason whatsoever without the prior written approval Closing or termination of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate inthis Agreement.
Appears in 1 contract
Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "InvestigationsINVESTIGATIONS"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent, which consent shall not be unreasonably withheld or delayed. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours or at such other time or times as may be reasonably acceptable to Seller and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not unreasonably interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 undue damage to the Property or other property of the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4SCHEDULE 5, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement or the first entry on the Property;
(f) indemnify the Seller and the Seller's Affiliates and hold the Seller and the Seller's Affiliates harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and disbursements) (a "Loss"), suffered or incurred by the Seller or any of the Seller's Affiliates and arising out of or in connection with (i) the Purchaser and/or the Purchaser's Representatives' entry upon the Property, and (ii) any investigations or other activities conducted thereon by the Purchaser or the Purchaser's Representatives except to the extent such Loss results from a condition existing at the Property prior to the time of such investigations or other activities; and
(g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, having first afforded to Seller an opportunity to contact such tenant in writing or in person, order to notify such tenant that Purchaser wishes to communicate with such tenant and to set up an appointment for same. Seller or its designee shall have the right to be present at or otherwise participate inin such meetings. The provisions of this Section 4.1 (other than Section 4.1(g)) shall survive the termination of this Agreement and the Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Dean Witter Realty Yield Plus L P)
Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement or the first entry on the Property; and
(g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate in. The provisions of this Section 4.1 shall survive the termination of this Agreement and the Closing.
Appears in 1 contract
Sources: Not Specified (Witter Dean Realty Income Partnership Iv L P)
Access to the Property. During Subject in all respects to Purchaser’s compliance with the Due Diligence Periodterms, conditions and requirements under the Ground Lease, Seller agrees that, from the Effective Date and until the Expiration Date, Seller will permit Purchaser and Purchaser Representatives, at Purchaser’s sole risk, cost and expense, to access the Purchaser's Representatives shall have Property during normal business hours for purposes of conducting such physical inspections, reports and evaluations of the right Property as Purchaser deems necessary in order to enter upon assess the suitability of the Property for the sole purpose of inspecting the Property and making surveysPurchaser’s intended use; provided, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided (i) the that Purchaser shall give the Seller not provide no less than one (1) business days' prior written day advance notice before each entryto Seller (which notice may be provided by phone or email), and Purchaser hereby acknowledges and agrees that Seller may (ii) depending on the first such notice shall include sufficient information to permit the Seller to review the scope nature of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings investigations to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere conducted) need additional advance notice to properly coordinate with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed BBB prior to such Investigations;
(b) fully comply with all Laws applicable Seller’s access to Property. Seller shall have the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller right to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the Investigationsany such inspection, and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to the equipmentterms and requirements of the Ground Lease, materials, and substances generated, used or brought onto Seller hereby grants to Purchaser a temporary license to access the Property pose no threat for the purpose of performing the foregoing inspections and investigations during the Due Diligence Period (and during subsequent entries upon the Property pursuant to Section 2.2.6 of this Agreement), such temporary license to expire upon the safety or health earlier of persons the termination of this Agreement in accordance with its terms or the environmentClosing. In conducting any inspections, and cause no damage to the Property investigations or other property of the Seller tests on or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon within the Property, (ii) or any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with part of the Property, Purchaser and deliver evidence its agents and representatives shall: (1) not unreasonably interfere with Seller’s (or any of such insurance policy Seller’s tenants, licensees or invitees’) use of the Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to Seller or any third party or their respective agents, guests, invitees, contractors and employees; (4) comply with all applicable Laws; and (5) not reveal or disclose (other than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultants) any information obtained concerning the Property other than as expressly permitted pursuant to the Seller at the earlier of ten (10) days after the date terms of this Agreement or as required by applicable law, after notice to Seller of any such required disclosure to the first entry on extent permitted by applicable law. Notwithstanding anything herein to the contrary, Purchaser shall perform no invasive testing or procedures at the Property; and
(g) not, at including, but not limited to a Phase I Environmental or any time, contact or communicate with drilling of any tenant kind without first providing evidence of the Property for any reason whatsoever without the insurance as required pursuant to Section 2.2.3 hereof, providing written notice regarding what tests will be performed and where they will be performed, and obtaining Seller’s prior written approval of the Seller, consent which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to not be present at or otherwise participate inunreasonably withheld.
Appears in 1 contract
Sources: Purchase and Sale Agreement (LMP Automotive Holdings, Inc.)
Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, Seller copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same, and the Seller shall reimburse the Purchaser for the reasonable costs of any such studies and reports which Seller has requested, except those studies and reports which relate to any Purchaser's Termination Notice shall be provided to Seller at no expense in conjunction with the delivery of such Purchaser's Termination Notice;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement or the first entry on the Property; and
(g) not, at any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate in. The provisions of this Section 4.1 shall survive the termination of this Agreement and the Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Witter Dean Realty Income Partnership Ii Lp)
Access to the Property. During Commencing on the Effective Date hereof and continuing until the expiration of the Due Diligence Period, Seller shall allow Buyer and Buyer’s Representatives access to the Purchaser Property at reasonable times in order to conduct such environmental, soil, engineering or any other studies thereon as Buyer, in its reasonable discretion, shall deem advisable; provided, however: (a) such access shall not interfere with the operation of the Property or Seller’s adjacent properties and shall be subject to the Purchaser's Representatives terms of the Leases; (b) Buyer shall provide at least twenty-four (24) hours notice prior to each visit to the Property by any Buyer’s Representatives, and representatives of Seller shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests accompany Buyer’s Representatives during each such visit; (collectively, "Investigations"), provided (ic) the Purchaser any invasive testing shall give the Seller not less than one (1) business days' require Seller’s prior written notice before each entryconsent, which consent shall not be unreasonably withheld, conditioned or delayed; and (iid) after the first such notice shall include sufficient information to permit the Seller to review the scope expiration of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Due Diligence Period Buyer’s Representatives shall permit not be permitted to perform any borings, drillings further testing or samplings to be done on other physical evaluation of the Property without the Seller's prior written consentconsent of Seller, which shall not be unreasonably conditioned, withheld or denied. Any entry upon Buyer shall deliver promptly to Seller copies of all Buyer’s Reports. Buyer shall immediately return the Property to the condition existing prior to any tests and all Investigations shall be during inspections. Prior to any entry onto the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Property by Buyer or any Buyer’s Representatives, Buyer or such Buyer’s Representative shall (i) obtain and shall deliver to Seller an insurance certificate (in form and substance reasonably acceptable to Seller) evidencing that Buyer (and any Buyer’s Representative entering the Property) have in full force and effect policies of general liability insurance which insure Buyer (and any Buyer’s Representative entering the Property) with liability insurance limits of not interfere with the less than $2,000,000 combined single limit covering liabilities for personal injury, death and property damage arising out of activities on or about the Property by Buyer and Buyer’s Representatives, which policy shall: (i) name Seller and its mortgagee (if any) as additional insureds; (ii) be underwritten by an insurance company licensed to do business in the State of the Texas and having a Best’s rating of A/VII or better; (iii) include a contractual liability endorsement with respect to Buyer’s indemnification obligations hereunder; and (iv) not be cancelable or subject to amendment without at least 30 days’ advance written notice to Seller, . Buyer shall use its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any best efforts to minimize damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of shall cause the Property used for such Investigations so that to be restored to substantially the Property shall be in the same condition as that which existed existing immediately prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the Investigations, entry thereon by Buyer and the equipment, materials, and substances generated, used or brought onto Buyer’s Representatives (which obligation shall survive 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 the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date termination of this Agreement or the first entry on the Property; and
(g) not, at and shall not be subject to any time, contact or communicate with any tenant limitation of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, remedies set forth in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate inthis Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Global Income Trust, Inc.)
Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections and tests (collectively, "InvestigationsINVESTIGATIONS"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all physical Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after Property, if the Purchaser's receipt Purchaser does not close hereunder (but not if such disclosure is prohibited by the terms of sameany contract with a supplier);
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000 1,000,000) per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of One Million Dollars ($1,000,000 1,000,000) per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of Three Million Dollars ($3,000,000), insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule SCHEDULE 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten five (105) days after the date of this Agreement or the first entry on the Property; and
(g) notindemnify the Seller and the Seller's Affiliates and hold the Seller and the Seller's Affiliates harmless from and against any and all claims, at demands, causes of action, losses, damages, liabilities, costs and expenses (including without limitation attorneys' fees and disbursements), suffered or incurred by the Seller or any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing 's Affiliates and arising out of or in personconnection with (i) the Purchaser and/or the Purchaser's Representatives' entry upon the Property, Seller (ii) any investigations or its designee other activities conducted thereon by the Purchaser or the Purchaser's Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of the Investigations. The provisions of this Section 4.1 shall have survive the right to be present at or otherwise participate intermination of this Agreement and the Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Witter Dean Realty Income Partnership I Lp)
Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property for the sole purpose of inspecting the Property and making surveys, soil borings, engineering tests and other investigations, inspections inspections, assessments and tests (collectively, "Investigations"), provided (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entry, (ii) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent, which shall not be unreasonably withheld or delayed. Notwithstanding the immediately preceding sentence, the Purchaser and the Purchaser's Representatives shall have the right to enter upon the Property without prior written notice for the sole purpose of (i) making Investigations that are not physically intrusive, or (ii) meeting with the person identified by the Seller in writing as the manager of the Property. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all reasonable actions and implement all reasonable protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons;
(e) if the Closing does not occur and if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, written soil test results, written engineering, written asbestos, written environmental and other written studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement on or prior to the first entry on the Property; and
(g) notindemnify the Seller and the Seller's Affiliates and hold the Seller and the Seller's Affiliates harmless from and against any and all claims, at demands, causes of action, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and disbursements), suffered or incurred by the Seller or any time, contact or communicate with any tenant of the Property for any reason whatsoever without the prior written approval of the Seller, which communications, whether by telephone, in writing 's Affiliates and arising out of or in personconnection with (i) the Purchaser and/or the Purchaser's Representatives' entry upon the Property, Seller (ii) any investigations or its designee other activities conducted thereon by the Purchaser or the Purchaser's Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of the Investigations other than any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (x) directly caused by or directly arising out of the Seller's gross negligence or willful misconduct, or (y) resulting from or arising out of Purchaser's discovery of any existing environmental condition or the disclosure thereof in accordance with applicable law. The provisions of this Section 4.1 shall have survive the right to be present at or otherwise participate intermination of this Agreement and the Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Dean Witter Realty Yield Plus L P)
Access to the Property. During 6.3.1 Seller will allow Purchaser and its employees, agents, prospective lenders, attorneys, contractors, and representatives (collectively, “Purchaser’s Representatives”), prior to the Due Diligence PeriodDate at reasonable times during normal business hours upon twenty-four (24) hours’ prior notice (but subject to the rights of Subtenants under their applicable Dealer Leases) and without material interruption of Seller’s management of the Property or interference with Subtenants, residents, occupants or employees at the Purchaser and the Purchaser's Representatives shall have the right Property, to enter upon the Property (i) for the sole purpose of inspecting updating Surveys, inspections, engineering studies, Phase I environmental assessments and any other non-invasive tests, structural examinations or studies which Purchaser may reasonably deem necessary and (ii) to inspect the Property and, to the extent permitted by law, all books, records and making surveys, soil borings, engineering tests and other investigations, inspections and tests accounts relating to the operation thereof (collectively, "Investigations"), provided clauses (i) and (ii), the “Investigations”). Purchaser shall give be solely responsible for all of the Seller not less than one (1) business days' costs and expenses of any Investigations and shall conduct such Investigations in good faith and with due diligence. Notwithstanding the foregoing, Seller’s prior written notice before each entry, consent (iiwhich consent may be granted or withheld in Seller’s sole and absolute discretion) the first such notice shall include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on required for any Investigations which involve invasive or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion destructive testing of the Property used for such Investigations so that (or any portion thereof and including, without limitation, any Phase II environmental assessments or boring of the Property in connection with an environmental audit or otherwise) or any alteration of the Property (or any portion thereof). In the event Seller does provide its consent to any such invasive testing or alteration, Purchaser shall promptly restore the Property to its condition immediately prior to, as applicable, such test or alteration. Purchaser shall provide Seller with evidence that applicable contractors have named Seller as an additional insured to their respective insurance policies, which insurance policies must be approved by Seller in its reasonable discretion and maintained through the same condition as that which existed prior to such Investigations;
Closing Date. Purchaser shall (bi) fully comply with all Laws laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith;
, (cii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or the Subtenants under the Dealer Leases (or any of their respective agents, representatives, residents, occupants, guests, invitees, contractors, or employees), and (iii) schedule all such Investigations at Seller’s convenience and shall permit the Seller to have a representative present during all Investigations undertaken hereunder;
. Purchaser hereby agrees to indemnify, defend and hold harmless Seller and each other Released Party (das such term is defined in Section 11.2) take from and against any and all actions loss, cost, expense, damage, claim and implement all protections necessary to ensure that all actions taken liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Seller or any other Released Party and arising out of or in connection with the 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 the Seller or other persons;
(e) if requested by the Seller, furnish to the Seller, at no cost or expense to the Seller, copies of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the Purchaser shall obtain with respect to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser and/or Purchaser's and/or the Purchaser's Representatives' ’s Representatives entry upon the Property, (ii) any Investigations or and other activities conducted thereonwith respect to the Property by Purchaser or Purchaser’s Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of any and all Investigations and other activities undertaken by Purchaser or Purchaser’s Representatives. The provisions of this Section 6.3.1 shall not in any way be deemed to amend the Purchaser provisions of Article 11. The indemnity set forth in this Section 6.3.1 shall survive the Closing and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date termination of this Agreement until the Survival Date (as such term is defined in Section 26.1) set forth in Section 26.1.
6.3.2 Purchaser and/or Purchaser’s Representatives shall not contact, communicate or otherwise interfere with the first entry on normal conduct by Seller, the Property; and
(g) not, at any time, contact Subtenants or communicate with any tenant employees of the Property for any reason whatsoever without of their business at the prior written approval of the Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate inProperty.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Franchise Group, Inc.)
Access to the Property. During (a) Commencing on the Due Diligence Perioddate Purchaser has delivered to Seller the insurance certificate required pursuant to Section 4.2(d) and then for so long as this Agreement is in effect, the Purchaser and Purchaser’s agents designated in writing to Seller (“Purchaser’s Agents”) shall be entitled to enter upon the Purchaser's Representatives Property during regular business hours upon at least one (1) Business Day prior telephonic notice to conduct inspections of the Property. Seller shall have the right to enter upon have a representative accompany Purchaser on all such inspections. Purchaser shall conduct its inspections so as not to interfere unreasonably with the use of the Property for by Seller, the Tenants or with the management of the Property by any property manager of the Property. Notwithstanding anything to the contrary contained herein, but subject at all times to the rights of Tenants under the Leases, Purchaser may interview any tenant at the Property provided Purchaser notifies Seller at least two (2) Business Days in advance of such interview. Seller has the right to have a representative present at any tenant interview conducted by Purchaser in accordance with the terms of this Agreement.
(b) Any such inspection shall be at the sole purpose cost of inspecting Purchaser and Purchaser shall at its expense comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting any inspection of the Property.
(c) Neither Purchaser nor Purchaser’s Agents shall undertake any inspection which involves the removal or disturbance of any physical aspect of the Property (including, without limitation, environmental testing and making surveyssampling, soil boringsother than a typical “Phase I” environmental inspection) or perform any other invasive activities at the Property (“Due Diligence Activity”) without first obtaining Seller’s prior written consent thereto, engineering tests which consent may be subject to any terms and other investigationsconditions imposed by Seller in its sole discretion, inspections and tests (collectivelywhich consent Seller may withhold in its sole discretion. If Purchaser wishes, "Investigations")or Purchaser’s Agents wish, provided to perform any Due Diligence Activity, they shall first submit to Seller a written description of (i) the Purchaser shall give the Seller not less than one (1) business days' prior written notice before each entryproposed Due Diligence Activity, (ii) the first such notice proposed dates for the Due Diligence Activity, (iii) a list of Purchaser’s Agents or contractors who will conduct the Due Diligence Activity (it being acknowledged and agreed, for clarity, that the consummation of a Phase II (as hereinafter defined) by EBI Consulting during the Inspection Period shall include sufficient information to permit the be deemed pre-approved by Seller to review the scope for purposes of the proposed Investigationsthis Section 4.2(c)), and (iiiiv) neither the Purchaser nor the Purchaser's Representatives shall permit any borings, drillings or samplings to such other information as may be done on the Property without the Seller's prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser's Representatives, and shall not interfere with the activities on or about the Property of the Seller, its tenants and their employees and invitees. The Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition as that which existed prior to such Investigations;
(b) fully comply with all Laws applicable to the Investigations and all other activities undertaken in connection therewith;
(c) permit the Seller to have a representative present during all Investigations undertaken hereunder;
(d) take all actions and implement all protections necessary to ensure that all actions taken in connection with the 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 the Seller or other persons;
(e) if reasonably requested by Seller regarding the Seller, furnish to the Seller, at no cost or expense to the Seller, copies nature and scope of all surveys, soil test results, engineering, asbestos, environmental and other studies and reports prepared by third parties relating to the Investigations which the same. Purchaser shall obtain with respect also provide to the Property promptly after the Purchaser's receipt of same;
(f) maintain or cause to be maintained, at the Purchaser's expense, a policy of comprehensive general public liability insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the minimum amount of $3,000,000, insuring the Purchaser and the Seller and certain of Seller's Affiliates listed on Schedule 4, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) the Purchaser's and/or the Purchaser's Representatives' entry upon the Property, (ii) any Investigations or other activities conducted thereon, and (iii) any and all other activities undertaken by the Purchaser and/or the Purchaser's Representatives in connection with the Property, and deliver evidence of such insurance policy to the Seller at the earlier of ten (10) days after the date of this Agreement covering any Due Diligence Activity by Purchaser, Purchaser’s Agents or the first entry contractors on the Property; and
(g) not, . Purchaser shall conduct any Due Diligence Activity only at any time, contact or communicate with any tenant of the Property for any reason whatsoever without times and by the prior written approval of the agents and contractors specified in Seller, which communications, whether by telephone, in writing or in person, Seller or its designee shall have the right to be present at or otherwise participate in’s consent.
Appears in 1 contract