Conditions to Access. Seller has allowed, and while this Agreement is in effect, Seller will continue to allow any officers, directors, employees, lenders, agents, consultants, representatives and attorneys of Purchaser who conduct due diligence or are otherwise involved in the transaction (the “Purchaser’s Representatives”) access to the Real Property for the purpose of conducting any due diligence reasonably related to the purchase of the Property, subject to the following limitations: (a) Access to the Real Property shall be at reasonable times during normal business hours upon at least two (2) business days’ notice (via email) to Seller. Purchaser shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting any studies, investigations or inspections at the Real Property and representatives of Seller may accompany Purchaser’s Representatives during each such visit. (b) Prior to such time as Purchaser or any of Purchaser’s Representatives enter the Real Property, Purchaser and/or the Purchaser’s Representatives who are entering the Real Property shall obtain and maintain Commercial General Liability Insurance on an “occurrence” basis, covering Purchaser and Purchaser’s Representative’s activities on or about the Real Property, including (i) coverage against claims for bodily injury, personal injury (with employee and contractual exclusions deleted), property damage and death, and (ii) broad form contractual liability coverage (which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article III). Each policy must be written on an “occurrence” basis, if available, and must provide coverage with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence, and in aggregate. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Purchaser’s and Purchaser’s Representative’s first entrance onto the Real Property. Any “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the Effective Date. Purchaser and Purchaser’s Representatives shall furnish Seller with certificates showing that each policy of insurance required hereunder: (i) is being maintained as required herein, (ii) cannot be changed or cancelled without at least thirty (30) days advance written notice to Seller; and (iii) includes endorsements naming the following entities as additional insureds under such policies: Seller, Block 21 Service Company, and Hotel Operator (defined below). If any such insurance policy expires before the termination of Purchaser’s and Purchaser’s Representative’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders at least fifteen (15) days prior to such expiration together with evidence of the payment of premiums thereon (c) Purchaser’s and Purchaser’s Representatives’ access and investigations (i) shall not interfere in any material or unreasonable manner with the operation of the Real Property, the Hotel (defined in Exhibit V) on the Hotel Master Unit (defined in Exhibit V), the music venues on the Real Property or the rights of tenants on the Real Property, and (ii) shall comply with the terms of the Hotel Operating Agreement (defined below) and the Tenant Leases, as applicable. (d) Purchaser and Purchaser’s Representatives shall not contact any tenant without first obtaining Seller’s written consent, which Seller may withhold in Seller’s sole discretion, and providing Seller or its designated representative the right to be present during such contact if Seller’s consent is granted. (e) Seller or its designated representative shall have the right to (i) be present for any physical inspections or testing of the Real Property, and (ii) pre-approve any invasive or destructive testing of the Real Property in Seller’s sole discretion. Purchaser and Purchaser’s Representatives shall not conduct any invasive or destructive testing without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion and Seller or its designated representatives shall have the right to be present during any physical testing of the Real Property. (f) Purchaser and Purchaser’s Representatives shall not destroy or damage any portion of the Real Property and Purchaser shall repair promptly any physical damage caused by its studies or investigations and shall promptly restore the Real Property to substantially the same condition as it existed immediately prior to any test or inspection. (g) Except in connection with the preparation of a so-called “Phase I” environmental report with respect to the Real Property and except for Purchaser or any of Purchaser’s Representatives contacting municipal authorities to confirm the zoning of the Real Property and make customary inquiries or examinations of public records regarding compliance with applicable zoning, building and safety laws, Purchaser or Purchaser’s Representative shall not contact any governmental official or representative regarding the Property without Seller’s prior written consent thereto, which consent may be granted or withheld in the Seller’s sole and absolute discretion If Seller consents to any such governmental contact, Seller shall be entitled to receive at least two (2) business days prior written notice of the intended contact and to have a representative present (whether telephonically or in person) when Purchaser or any Purchaser’s Representatives have any such contact with any governmental official or representative. (h) All inspections shall be at Purchaser’s sole expense and shall be conducted in accordance with applicable laws, including without limitation, laws relating to worker safety and the proper disposal of discarded materials. (i) Purchaser shall keep the Real Property free and clear of any and all mechanic’s liens, materialmen’s liens and other liens arising out of Purchaser’s and Purchaser’s Representative’s entrance onto and inspections and work on the Real Property. (j) All rights of entry by Purchaser and Purchaser’s Representatives will terminate automatically upon any termination of this Agreement.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Stratus Properties Inc)
Conditions to Access. Seller has allowed, and while this Agreement is in effect, Seller will continue to allow any officers, directors, employees, lenders, agents, consultants, representatives and attorneys of Purchaser who conduct due diligence or are otherwise involved in the transaction (the “Purchaser’s Representatives”) access to the Real Property for the purpose of conducting any due diligence reasonably related to the purchase of the Property, subject to the following limitations:
(a) Access to the Real Property shall be at reasonable times during normal business hours upon at least two (2) business days’ notice (via email) to Seller. Purchaser shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting any studies, investigations or inspections at the Real Property and representatives of Seller may accompany Purchaser’s Representatives during each such visit.
(b) Prior to such time as Purchaser or any of Purchaser’s Representatives enter the Real Property, Purchaser and/or the Purchaser’s Representatives who are entering the Real Property shall obtain and maintain Commercial General Liability Insurance on an “occurrence” basis, covering Purchaser and Purchaser’s Representative’s activities on or about the Real Property, including (i) coverage against claims for bodily injury, personal injury (with employee and contractual exclusions deleted), property damage and death, and (ii) broad form contractual liability coverage (which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in Article III). Each policy must be written on an “occurrence” basis, if available, and must provide coverage with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence, and in aggregate. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Purchaser’s and Purchaser’s Representative’s first entrance onto the Real Property. Any “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the Effective Date. Purchaser and Purchaser’s Representatives shall furnish Seller with certificates showing that each policy of insurance required hereunder: (i) is being maintained as required herein, (ii) cannot be changed or cancelled without at least thirty (30) days advance written notice to Seller; and (iii) includes endorsements naming the following entities as additional insureds under such policies: Seller, Block 21 Service Company, and Hotel Operator (defined below). If any such insurance policy expires before the termination of Purchaser’s and Purchaser’s Representative’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders at least fifteen (15) days prior to such expiration together with evidence of the payment of premiums thereon
(c) Purchaser’s and Purchaser’s Representatives’ access and investigations (i) shall not interfere in any material or unreasonable manner with the operation of the Real Property, the Hotel (defined in Exhibit V) on the Hotel Master Unit (defined in Exhibit V), the music venues on the Real Property or the rights of tenants on the Real Property, and (ii) shall comply with the terms of the Hotel Operating Agreement (defined below) and the Tenant Leases, as applicable.
(d) Purchaser and Purchaser’s Representatives shall not contact any tenant without first obtaining Seller’s written consent, which Seller may withhold in Seller’s sole discretion, and providing Seller or its designated representative the right to be present during such contact if Seller’s consent is granted.
(e) Seller or its designated representative shall have the right to (i) be present for any physical inspections or testing of the Real Property, and (ii) pre-approve any invasive or destructive testing of the Real Property in Seller’s sole discretion. Purchaser and Purchaser’s Representatives shall not conduct any invasive or destructive testing without Seller’s prior written consent, which Seller may withhold in Seller’s sole discretion and Seller or its designated representatives shall have the right to be present during any physical testing of the Real Property.
(f) Purchaser and Purchaser’s Representatives shall not destroy or damage any portion of the Real Property and Purchaser shall repair promptly any physical damage caused by its studies or investigations and shall promptly restore the Real Property to substantially the same condition as it existed immediately prior to any test or inspection.
(g) Except in connection with the preparation of a so-called “Phase I” environmental report with respect to the Real Property and except for Purchaser or any of Purchaser’s Representatives contacting municipal authorities to confirm the zoning of the Real Property and make customary inquiries or examinations of public records regarding compliance with applicable zoning, building and safety laws, Purchaser or Purchaser’s Representative shall not contact any governmental official or representative regarding the Property without Seller’s prior written consent thereto, which consent may be granted or withheld in the Seller’s sole and absolute discretion If Seller consents to any such governmental contact, Seller shall be entitled to receive at least two (2) business days prior written notice of the intended contact and to have a representative present (whether telephonically or in person) when Purchaser or any Purchaser’s Representatives have any such contact with any governmental official or representative.
(h) All inspections shall be at Purchaser’s sole expense and shall be conducted in accordance with applicable laws, including without limitation, laws relating to worker safety and the proper disposal of discarded materials.
(i) Purchaser shall keep the Real Property free and clear of any and all mechanic’s liens, materialmen’s liens and other liens arising out of Purchaser’s and Purchaser’s Representative’s entrance onto and inspections and work on the Real Property.
(j) All rights of entry by Purchaser and Purchaser’s Representatives will terminate automatically upon any termination of this Agreement.to
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Stratus Properties Inc)