Inspections and Studies Sample Clauses
Inspections and Studies. Buyer will have until 6:00 p.m. (California time) on the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendment, and (ii) thirty (30) days following Buyer's receipt of the Due Diligence Materials (defined below) (the "Additional Property Inspection Period") to conduct (as applicable) and review and approve any and all inspections, investigations, tests, studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Property, including, without limitation, calculations of floor areas, financial analysis of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties and to conduct interviews with (x) tenants of the Additional Properties, (y) construction management personnel of Seller, and (z) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview). Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five (5) days (unless indicated otherwise below) following the date this Amendment is executed and delivered by Buyer and Seller, all information in Seller's possession or control which is reasonably related to the Additional Properties, plus the following items (collectively, the "Due Diligence Materials"):
(a) To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties prepared by a licensed surveyor;
(b) Any and all Additional Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all loan documents evidencing, re...
Inspections and Studies. Buyer has completed any and all inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other government regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic, environmental contamination and geologic reports) with respect to the Project (including all structural and mechanical systems and leased areas) as Buyer may elect to make or obtain and has approved the results of the same. The cost of any such inspections, tests and studies shall be borne by Buyer. Notwithstanding the foregoing, from and after the Opening of Escrow, Buyer and Buyer’s representatives, agents and designees shall have the right, subject to the rights of the ground lessor under the Ground Sublease and the tenant under the Saatchi Lease, to enter upon the Property, at Buyer’s sole cost and expense, for any purpose in connection with its proposed purchase, development or operation of the Property. Buyer shall be entitled to communicate directly with the Authorities in connection with Buyer’s proposed purchase, development or operation of the Property. The exercise by Buyer of any of the preceding or any other act of Buyer shall not negate any representation, warranty or covenant of Seller or modify any of Buyer’s rights or Seller’s obligations in the event of any breach by Seller of any of its representations, warranties or covenants under this Agreement. Buyer hereby indemnifies Seller from any and all personal injury or damage to tangible personal property and mechanics’ liens to the extent caused by such entry by Buyer or its agents, designees or representatives; provided, however, the foregoing indemnity shall not apply with respect to any claims arising out of any preexisting conditions or any acts or omissions of Seller, its officers, directors, shareholders, agents or employees.
Inspections and Studies. For a period commencing on the Effective Date and terminating at 5:00 p.m. on the fifteenth (15th) day following the later to occur of (x) the Effective Date, or (y) the date that Seller delivers the Documents and Materials pursuant to Section 7(a)(iv) below ("Contingency Period"), Buyer shall have the right to conduct any and all inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies, soils, seismic and geologic reports, and environmental testing) with respect to the Property as Buyer may elect to make. Prior to the expiration of the Contingency Period, Buyer shall deliver to Seller and Escrow Holder written notice of its approval or disapproval, which shall be made in Buyer's sole and absolute discretion, of the Property and the Documents and Materials. The cost of any such inspections, tests and/or studies shall be borne by Buyer (in addition, Buyer shall pay certain costs relating to the Inspection Reports, pursuant to Section 10 below). Between the Effective Date and the Close of Escrow, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property at reasonable times during ordinary business hours to make any and all reasonable inspections and tests as may be necessary or desirable. Buyer shall indemnify, defend (with counsel reasonably satisfactory to Seller) and hold Seller, its agents, employees, trustees, directors and officers, and the Property harmless from any and all damage arising out of or in connection with such entry and/or activities upon the Property by Buyer, its agents, employees or contractors; such indemnification, defense and hold harmless obligations shall survive the Close of Escrow or termination of this Agreement. Prior to any entry on to the Property by Buyer, Buyer's agents, contractors, subcontractors or employees, Buyer shall deliver to Seller an endorsement to Buyer's commercial general liability insurance policy which evidences that Buyer is carrying a commercial general liability insurance policy with a financially responsible insurance company reasonably acceptable to Seller, covering the activities of Buyer, and Buyer's agents, contractors, subcontractors and employees on or upon the Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least On...
Inspections and Studies. By the end of the Due Diligence Period, Buyer must obtain and approve the results of any and all inspections, investigations, tests and studies as Buyer may have elected to make or obtain within the Due Diligence Period including, without limitation, soils testing; environmental and wetlands assessment; adequate ingress and egress; availability and use of utilities adequate for Buyer’s purposes; feasibility, including but not limited to, financial feasibility and of using and developing the Real Property for Buyer’s purposes; the management of storm water; review of Sellers’ documents described in Section 9.2 below; zoning and related development requirements; permitting; variances; development agreements; and all other approvals necessary and satisfactory to Buyer. Buyer must notify Seller in writing delivered to Seller prior to the expiration of the Due Diligence Period if it disapproves of any such results. Buyer will pay for all such inspections, tests and studies.
Inspections and Studies. The "Contingency Period" shall be 30 days and not 15 days.
Inspections and Studies. During the Contingency Period, or as extended:
(A) Buyer shall have the right to conduct any and all inspection and evaluations of the Property to Buyer’s satisfaction, including a Phase I and Phase II environmental study of the Property; and
(B) Buyer shall have determined that the Property is clean of contamination, toxic and/or hazardous materials, to Buyer’s satisfaction. In the event that a Phase II environmental survey is required and finds that remediation is necessary, Buyer may cancel this Agreement at any time prior to the expiration of the Contingency Period (as it may be extended). In the event of such cancellation, Buyer shall be entitled to a refund of the Deposit less the Earned Amount. Seller shall not be obligated to perform or bear the financial burden of any remediation work should any such work be required; ▇▇▇▇▇’s only remedy if remediation is required is the right to cancel this Agreement with a refund of the Deposit less the Earned Amount.
Inspections and Studies. On or before the expiration of the Contingency Period, Buyer shall have the right to approve or disapprove, in Buyer's sole discretion, the results of any and all inspections, surveys, investigations, tests and studies, including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports, as well as toxic and environmental studies and reports with respect to the Property, inspections and surveys of all or any portion of the Improvements (including, without limitation, public utilities), and any other physical inspections and/or investigations as Buyer may elect to make or obtain. During the term of this Escrow, Buyer shall be afforded access by Seller to review Seller's books and records relating to the Property, and Buyer, its agents, consultants, contractors and subcontractors shall have the right to enter upon the Property to conduct or make any and all inspections, surveys and tests (including, without limitation, soil and environmental assessments of the Real Property) as may be necessary or desirable in Buyer's sole discretion.
Inspections and Studies. By the end of the Due Diligence Period, Buyer must notify Seller in writing as to whether Buyer approves, disapproves and/or waives the results of any and all inspections, investigations, tests and studies (including but not limited to the Title Commitment) as Buyer may have elected to make or obtain within the Due Diligence Period. If Buyer fails to so notify Seller in writing of such approval, disapproval and/or waiver, Buyer will be deemed to have accepted the condition of the Property and all matters relating to the Property as referenced in Section 9.1. Buyer will pay for all such inspections, tests and studies. In the event this Agreement is terminated prior to Closing, Buyer will give to Seller copies of any property inspection report, phase 1 report and survey obtained by Buyer with respect to the Property prior to such termination, as a condition precedent to the return of the Deposit. Buyer will obtain, at Buyer’s expense, a current survey (the “Survey”) of the Property prepared by a surveyor licensed in the State of California. The Survey shall show such information and include such certifications as Buyer may request in its sole discretion. Buyer shall cause a copy of the Survey to be delivered to Seller and the Escrow Holder prior to the Close of Escrow.
Inspections and Studies. During the Contingency Period, or as extended:
(A) Buyer shall have the right to conduct any and all inspection and evaluations of the Property to Buyer’s satisfaction; and (B) Buyer shall have determined that the Property is clean of contamination, toxic and/or hazardous materials, to Buyer’s satisfaction. In the event that a Phase II environmental survey is required and finds that remediation is necessary, Buyer may cancel this Agreement at any time prior to the expiration of the Contingency Period (or as it may be extended). In the event of such cancellation, Buyer shall be entitled to a refund of the Deposit. Seller shall not be obligated to perform or bear the financial burden of any remediation work should any such work be required.
Inspections and Studies. On or before the Contingency Date (the “Due Diligence Period”), Buyer shall have approved the results of any and all inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other Governmental Regulations, economic feasibility studies, market studies, environmental risk assessment studies and testing, appraisals, soils, seismic and geological reports) with respect to the Property, and approvals (including without limitation development agreements, site plan reviews, short plats, boundary line adjustments, planning approvals, grading permits, preliminary analysis and determination of utility services available to the Property, SWAPCA approval, obtaining and acceptable mitigated determination of non- significance, concurrency approvals) subject to the limitations of Section 24(r), as Buyer may elect to make or obtain as Buyer deems necessary or desirable, in its sole discretion. The cost of any such inspections, tests, studies and approvals shall be borne by ▇▇▇▇▇. Notwithstanding the above, it is understood and expressly agreed to by the parties that no development agreements shall be executed, short plats approved, boundary line adjustments agreed to, or permits issued prior to the Close of Escrow.