Investigation of Business; Access to Properties and Records. Prior to the Closing, Seller shall give to Buyer and its legal counsel, accountants and other representatives full access during normal business hours to all of the Assets for inspection (including environmental inspection), and to the books, contracts, commitments and records of the Business, and shall permit them to consult with management employees of the Business to allow Buyer full opportunity to make such investigations as are necessary to analyze the affairs of the Business. In any on-site inspection by Buyer or its representatives of the Real Property, Buyer shall indemnify, save and hold Seller harmless from all claims asserted by Buyer, its agents, servants, employees and contractors and all other third parties for injuries to person or property arising out of or in any way connected with Buyer’s entry onto the Real Property for such inspection. Following the inspection, Buyer shall restore the property to substantially the condition that existed prior to Buyer’s entry thereon, if Buyer fails to purchase the Real Property. Buyer shall protect and safeguard all holes, excavations, stakes, ropes, lines and other devices placed by Buyer or its agents, servants, employees or contractors on or in the Real Property. Buyer shall not permit any liens to be attached to or affixed upon the Real Property as a result of any such inspection by Buyer or its agents, servants, employees or contractors. Notwithstanding any of the above provisions, nothing herein shall require Buyer to indemnify or hold Seller harmless with respect to, or repair, restore or remediate, any condition which is on, in or under the Real Property and not caused by Buyer, its agents, servants, employees or contractors.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (RiceBran Technologies)