Common use of Right to Evaluate Clause in Contracts

Right to Evaluate. Commencing on the Effective Date and continuing as long as this Agreement continues in effect, Steadfast shall cause the Property Owners to give to Blackstone and its agents, employees, contractors, representatives, partners, members, directors, officers, advisors (including, without limitation, attorneys, consultants, accountants and financial advisors), insurers and potential sources of capital and prospective limited partners including any related advisors or affiliates of the foregoing and other designees (each a “Blackstone Party” and collectively the “Blackstone Parties”) reasonable access to the Properties (subject to the rights of the Tenants) and the Due Diligence Documents (hereinafter defined) in such Property Owner’s possession, in order to make such inspections, surveys and other tests thereon as are reasonably necessary and customarily conducted in similar transactions; provided, however, Steadfast will have no obligation to deliver or disclose to Blackstone any of Steadfast’s or any Property Owner’s attorney-client privileged materials, appraisals, or internal evaluations of the Properties. For the avoidance of doubt Steadfast and its affiliates shall not constitute Blackstone Parties. Blackstone shall advise Steadfast in writing (which may be delivered via e-mail) at least two (2) business days prior to any Blackstone Party entering any Property to conduct the inspections and tests described above and shall coordinate any such site inspections with Steadfast to minimize disruption of the operation of the Properties. Blackstone shall obtain and maintain, at Blackstone’s sole cost and expense, and upon request prior to entering any Property shall deliver to Steadfast evidence of, commercial general liability insurance in the amount of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Steadfast, each Property Owner, and Existing Lender as an additional insured, which insurance shall provide coverage against claims for personal liability or property damage caused by any Blackstone Party in connection with such inspections and tests. Steadfast shall have the right, in its discretion, to have its agents or representatives accompany each Blackstone Party during any inspection (including, but not limited to, Tenant interviews or meetings with any Governmental Authority).

Right to Evaluate. Commencing on the Effective Date and continuing as long as this Agreement continues in effectuntil 5:00 p.m. Eastern time on June 28, Steadfast shall cause 2015 (the Property Owners to give to Blackstone “Feasibility Period”), Purchaser and its agents, employees, contractors, representatives, partners, members, directors, officers, advisors agents shall have the right (including, without limitation, attorneys, consultants, accountants and financial advisorswith reasonable advance notice to Seller), insurers and potential sources of capital and prospective limited partners including any related advisors or affiliates of the foregoing and other designees (each a “Blackstone Party” and collectively the “Blackstone Parties”) reasonable access to the Properties (subject to the rights of the Tenants) and the Due Diligence Documents (hereinafter defined) in such Property Owner’s possession, in order to make such inspections, surveys and other tests thereon as are reasonably necessary and customarily conducted in similar transactions; provided, however, Steadfast will have no obligation to deliver or disclose to Blackstone any of Steadfast’s or any Property Owner’s attorney-client privileged materials, appraisals, or internal evaluations of the Properties. For the avoidance of doubt Steadfast and its affiliates shall not constitute Blackstone Parties. Blackstone shall advise Steadfast in writing (which may be delivered via e-mail) at least two (2) business days prior to any Blackstone Party entering any Property to conduct the inspections and tests described above and shall coordinate any such site inspections with Steadfast to minimize disruption of the operation of the Properties. Blackstone shall obtain and maintain, at BlackstonePurchaser’s sole cost and expenseexpense and at Purchaser’s and its agents’ sole risk, to perform inspections and upon request tests of the Property and to perform such other analyses, inquiries and investigations as Purchaser shall deem necessary or appropriate. Seller shall reasonably cooperate with Buyer in connection with such review and evaluation of the Property, provided such cooperation shall be at no out-of-pocket cost to Seller. In the event Purchaser and/or its agents is not allowed by Seller to perform any reasonable inspections as Purchaser so desires, then Purchaser may terminate this Agreement, in which event this Agreement shall terminate and be of no further force and effect other than the Surviving Termination Obligations (as defined in Section 16.12 herein). Notwithstanding anything contained in this Section 5.1 to the contrary, with respect to any intrusive inspection or test (i.e., core sampling, soil tests, etc.) desired by Purchaser, the following terms and conditions shall apply: (a) Purchaser must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion) as to the scope of the proposed inspection or test and the firm or person performing the same; (b) prior to entering performing any Property shall such inspection or test, Purchaser must deliver to Steadfast evidence ofSeller a certificate of insurance to Seller evidencing that Purchaser and its contractors, commercial agents and representatives have in place reasonable amounts of comprehensive general liability insurance and workers compensation insurance for their activities on the Premises upon terms and amounts reasonably satisfactory to Seller, covering any accident arising in connection with the amount presence of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) combined single limit for personal injury Purchaser, its contractors, agents and property damage per occurrence, such policy to name Steadfast, each Property Owner, and Existing Lender as an additional insuredrepresentatives on the Premises, which insurance shall provide coverage against claims for personal liability or property damage caused by any Blackstone Party in connection with name Seller and such other parties as Seller may designate as additional insureds thereunder; and (c) Purchaser shall bear the cost of all such inspections or tests and shall be responsible for and act as the generator with respect to any wastes generated by those inspections or tests. Steadfast shall have the right, in its discretion, to have its agents or representatives accompany each Blackstone Party during any inspection (including, but not limited to, Tenant interviews or meetings with any Governmental Authority).

Right to Evaluate. Commencing on Prior to the Effective Date Transferors have provided to Transferee the opportunity to review the Properties, the Property Owners and continuing as all documents and information relating to or evidencing the Membership Interests and Transferee has determined that the Properties, the Property Owners and the Membership Interests are suitable for acquisition by Transferee in Transferee’s sole and absolute discretion. As long as this Agreement continues in effect, Steadfast Transferors shall cause the Property Owners to give to Blackstone Transferee and its agents, employees, contractors, representatives, partners, members, directors, officers, advisors (including, without limitation, attorneys, consultants, accountants Transferee’s agents and financial advisors), insurers and potential sources of capital and prospective limited partners including any related advisors or affiliates of the foregoing and other designees (each a “Blackstone Party” and collectively the “Blackstone Parties”) reasonable representatives access to the Property, and all documents and information however stored relating to the Property Owners, the Properties (and the Membership Interests subject to the rights of the Tenants) and the Due Diligence Documents (hereinafter defined) in such Property Owner’s possession, in order to make such inspections, surveys and other tests and surveys thereon as are reasonably necessary and customarily conducted Transferee, in similar transactions; providedits sole discretion, however, Steadfast will have no obligation to deliver or disclose to Blackstone any of Steadfast’s or any Property Owner’s attorney-client privileged materials, appraisals, or internal evaluations of the Propertiesshall deem advisable. For the avoidance of doubt Steadfast and its affiliates shall not constitute Blackstone Parties. Blackstone Transferee shall advise Steadfast Transferors in writing (which may be delivered via e-mail) at least two (2) business days 24 hours prior to any Blackstone Party Transferee entering any Property Land or Improvement to conduct the inspections and tests described above and shall coordinate any such site inspections with Steadfast Transferors and the property managers of the Properties to minimize disruption of the operation of the Properties. Blackstone Transferee shall obtain and maintain, at BlackstoneTransferee’s sole cost and expense, and upon request prior to entering any Property Land or Improvements shall deliver to Steadfast Transferors evidence of, commercial the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Transferors, shall deliver to Transferors evidence of, the following insurance coverage: general liability insurance in the amount of TWO MILLION AND NO/100 DOLLARS One Million and No/100 Dollars ($2,000,000.001,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Steadfast, each Property Owner, and Existing Lender Transferors as an additional insuredinsured parties, which insurance shall provide coverage against claims any claim for personal liability or property damage caused by any Blackstone Party Transferee or its agents, employees or contractors in connection with such inspections and tests. Steadfast Notwithstanding the foregoing, Transferee shall not conduct any destructive or invasive testing without the express written consent of Place, which consent shall not be unreasonably withheld or delayed. After making such tests and inspections, Transferee agrees to promptly restore the affected Improvements and surface of any affected Land to its condition prior to such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). Transferors shall have the right, in its their discretion, to have accompany Transferee and/or its agents or representatives accompany each Blackstone Party during any inspection (including, but not limited to, Tenant tenant interviews or meetings with any Governmental Authority), provided Transferors or their agents do not unreasonably interfere with Transferee’s inspection.