DURING FEASIBILITY PERIOD; EXISTING SERVICE CONTRACTS Sample Clauses

DURING FEASIBILITY PERIOD; EXISTING SERVICE CONTRACTS. During the Feasibility Period, if either Party objects to an existing service contract with respect to a Property controlled by the other Party, such objecting Party may identify such service contract and make written request that the other Party terminate such service contract as of the Closing applicable to such Property. Such other Party may, but shall not be obligated to respond to such request. If such service contracts are not terminated prior to the end of the Feasibility Period, but such other Party has agreed in writing given prior to the end of the Feasibility Period to use its best efforts to terminate such service contracts prior to the Closing, then the Election to Proceed may be conditioned upon the termination of such service contracts as a condition to Closing. If a Party requests that the other Party agree to terminate a service contract and such other Party either does not respond to such request prior to the end of the Feasibility Period or declines to terminate such service contracts, then such Party making such request may either terminate this Agreement with respect to the Property which is the subject of such request or give its Election to Proceed with respect to such Property, in which latter event such requesting Party shall have agreed to accept such Property at the Closing without a termination of such service contracts.
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Related to DURING FEASIBILITY PERIOD; EXISTING SERVICE CONTRACTS

  • Feasibility Period In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The ▇▇▇▇▇ Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.

  • Inspection Period Purchaser shall have a period of time commencing on the Effective Date and expiring at 5:00 p.m., Dallas, Texas time on June 17, 1998 (the "Inspection Period") within which to examine the Property and to conduct its feasibility study thereof. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents access to the Property during normal business hours to conduct soil and engineering, hazardous waste, marketing, feasibility, zoning and other studies or tests and to otherwise determine the feasibility of the Property for Purchaser's intended use; provided, however, that prior to conducting any invasive testing with respect to the Land or Improvements, or any tests or studies which could cause any damage to the Land or Improvements, Purchaser must advise Seller in writing (which notice shall state in reasonable detail the nature and extent of such proposed testing) of its intent to conduct such tests or studies and Seller may, in its reasonable discretion, refuse to approve any such tests or studies, in which event Purchaser's sole remedy shall be to terminate this Contract pursuant to Section 5.2 hereof and receive a refund of the ▇▇▇▇▇▇▇ Money Deposit, all as provided in said Section 5.2. Seller agrees that, during the Inspection Period, Seller will allow Purchaser and Purchaser's agents to conduct interviews with the Tenants set forth on Schedule 5.1 attached hereto and made a part hereof, and with those certain Tenants which Purchaser notifies Seller in writing during the Inspection Period that Purchaser desires to conduct interviews and which Seller consents to, which consent shall not be unreasonably withheld, provided that such interviews shall take place during normal business hours after reasonable notice (which may be by telephone) to Seller, and such interviews shall be conducted only in the presence of one of Seller's representatives. Not withstanding the foregoing, (a) the costs and expenses of Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the expiration of the Inspection Period, Purchaser shall restore the Property to the condition which existed prior to Purchaser's entry thereon and investigation thereof to the extent the condition of the Property was affected by or as a result of the actions of Purchaser or its agents, contractors or representatives, (c) Purchaser shall not, in Seller's reasonable opinion, materially interfere, interrupt or disrupt the operation of Seller's business on the Property and, further, such access by Purchaser and/or its agents shall be subject to the rights of Tenants under Tenant Leases, (d) in the event the transaction contemplated by this Contract does not close for any reason, Purchaser shall deliver to Seller a descriptive listing of all tests, reports and inspections conducted by Purchaser with respect to the Property and deliver copies thereof to Seller (excluding, however, any proprietary development or marketing materials), (e) Purchaser shall not permit any mechanic's or materialman's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party on Purchaser's behalf in connection with any studies or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice (which may be by telephone) to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all investigations and inspections conducted with respect to the Property, and (g) Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its investigations shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its agents and employees from divulging such information to any third parties except (i) as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract, including Purchaser's attorneys and representatives, prospective lenders and engineers or (ii) as may required by applicable law, unless such information is generally available to the public or is disclosed by a party other than Purchaser or its agents. Purchaser shall indemnify, defend and hold Seller harmless for, from and against any and all claims, liabilities, causes of action, damages, liens, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incident to, resulting from or in any way arising out of any of Purchaser's and its agents', contractors' and representatives' activities on the Property, including, without limitation, any tests or inspections conducted by Purchaser or its agents, contractors or representatives on the Property. The agreements contained in this Section 5.1 shall survive the Closing and not be merged therein and shall also survive any termination of this Contract.

  • Inspection at Contractor’s Site The Department reserves the right to inspect, or enlist a third-party to perform, at any reasonable time with prior notice, the equipment, product, plant or other facilities of the Contractor to assess conformity with Term Contract requirements and to determine whether they are adequate and suitable for proper and effective Term Contract performance.

  • Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale). Cleanup: When performing work on site at a TIPS Member’s property, Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre‐installation requirements. Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety Measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking: Persons working under Agreement shall adhere to the TIPS Member’s or local smoking statutes, codes, ordinances, and policies.

  • Renewal Contract Term Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, for a Renewal Term not to exceed the Initial Contract Term, pursuant to the incorporated Special Contract Conditions.