Common use of SURVEY AND INSPECTION OF PROPERTY Clause in Contracts

SURVEY AND INSPECTION OF PROPERTY. (a) Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege to enter upon the Real Property and the Leased Real Property, during normal working hours and upon the giving to Seller of reasonable advance notice, prior to the Closing Date to inspect the Real Property and the Leased Real Property and to conduct soil borings and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business at that location. Purchaser indemnifies Seller from and against any liability arising out of the acts of Purchaser or Purchaser's agents in connection with such entry or testing by Purchaser or Purchaser's agents under this subsection; provided, however, that in no event shall this indemnity include or cover the fact of detection (without more) of environmental conditions or contamination in connection with such entry or testing. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents by the metes and bounds description of such parcel set forth in the deed vesting title to such parcel in Seller, as said metes and bounds descriptions may be modified by mutual agreement of the parties acting in good faith with respect thereto, provided, however, in the event Purchaser or Seller causes a new survey of a parcel of Real Property to be made by a land surveyor registered or licensed in the state in which such Real Property is located, and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Seller, then reference shall be made to such new plat in the description of such Real Property in a quitclaim deed to be delivered to Purchaser in addition to the limited or "special" warranty deed relating to such Real Property.

SURVEY AND INSPECTION OF PROPERTY. (a) Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege on reasonable notice to enter upon the Real Property and the Leased Real Property, during normal working hours and upon the giving to Seller of reasonable advance notice, Property prior to the Closing Date to inspect the Real Property and the Leased Real Property and to conduct soil borings and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business at that location. Purchaser indemnifies Seller from and against any liability or obligation arising out of the acts of Purchaser or Purchaser's agents in connection with such entry or testing by Purchaser or Purchaser's agents under this subsection; providedagents, howeveremployees, that in no event shall this indemnity include or cover the fact of detection (without more) of environmental conditions or contamination in connection with such entry or testingindependent contractors. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents either by (i) the metes and bounds description set forth for such parcel (if any) on EXHIBIT A attached to and incorporated into said SCHEDULE 5.7.1 by reference, or (ii) the metes and bounds description of such parcel set forth in the deed vesting title to such parcel in Seller, as said metes and bounds descriptions in item (i) or (ii) may be modified by mutual agreement of the parties acting in good faith with respect thereto, ; provided, however, in the event Purchaser or Seller causes a new survey of a parcel of Real Property to be made by a land surveyor registered or licensed in the state in which such Real Property is locatedGeorgia, and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Seller, then reference Seller shall be made also execute and deliver to such new plat in the description of such Real Property in Purchaser at Closing a quitclaim deed to be delivered to Purchaser in addition to for such parcel using the limited or "special" warranty deed relating to metes and bounds legal description therefor depicted on such Real Propertynew survey.

SURVEY AND INSPECTION OF PROPERTY. (a) Subject to Sellers' consent as to scope, date and time, such consent not to be unreasonably withheld, Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege to enter upon the Real Property and the Leased Real Property, during normal working hours and upon the giving to Seller of reasonable advance notice, Property prior to the Closing Date to inspect the Real Property and the Leased Real Property and to conduct soil borings and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business business operations conducted by Sellers at that location. Purchaser indemnifies Seller agrees to indemnify defend (with counsel reasonably approved by Sellers), protect and hold harmless, Sellers, its employees, agents and independent contractors from and against any liability and all claims, demands, losses, costs, expenses (including reasonable attorney's fees), damages, liabilities, judgments and recoveries, including those for injury to personal property arising out of any such work or materials of the acts or omissions of Purchaser or Purchaser's agents , its agents, employees and independent contractors in connection with such entry or testing by Purchaser or Purchaser's agents under this subsectionsubsection and shall be responsible for and shall promptly repair to the extent reasonably practicable any damage caused by any such inspection, testing or studies undertaken prior to or after the date hereof to any of Sellers' properties, including replacing and replacing landscaping and vegetation, if disturbed, to the condition in existence prior to the testing or inspection; provided, however, that in no event shall this indemnity include or cover the fact of detection (without more) of environmental conditions Environmental Conditions or contamination in connection with such entry or testing. Notwithstanding any other provision of this Agreement to the contrary, Purchaser's obligations under this Subsection shall survive the termination of this Agreement and the Closing. Purchaser has delivered to Sellers a copy of the final report entitled "Environmental Site Assessment Reports dated April 2000 that Purchaser had ENSR Consulting and Engineering (NC), Inc. prepare relating to the condition of the Real Property or the Facility (as hereinafter defined) obtained or made known to Purchaser as a result of this subsection (the "ENSR Report"), which includes all of the studies, tests, reports, or surveys that Purchaser had commissioned to be prepared relating to the environmental condition of the Real Property or the Facility. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents by the metes and bounds description of such parcel set forth in as determined based upon the deed vesting title to such parcel in SellerSurveys. (c) Purchaser shall, at the cost and expense of Purchaser, and using a single environmental consultant selected by Purchaser, obtain a Phase I environmental audit report and a compliance audit report and, as said metes and bounds descriptions may be modified determined necessary by mutual agreement Purchaser, a Phase II environmental audit report on each of the parties acting parcels of Real Property and Leased Real Property (individually an "Environmental Audit Report" and, collectively, the "Environmental Audit Reports"). (d) Except as otherwise provided in good faith this SECTION 4.4(d), the Parties hereto shall keep confidential and shall not disclose to any person except each Party's counsel, accountants, and representatives, all on a "need to know" basis in connection with respect theretothe consummation of the transactions contemplated hereby, provided, however, in the existence or content of any Environmental Audit Report. The confidentiality obligations of this SECTION 4.4(d) shall not apply where the disclosure of such information is needed to (i) enforce the Agreement; (ii) fulfill a contractual obligation with an insurer; (iii) comply with applicable laws or regulations; or (iv) comply with the terms of an administrative or judicial formal request or order requiring such disclosure. In the event Purchaser is required by law or Seller causes otherwise to make a new survey public disclosure of a parcel of Real Property to be made by a land surveyor registered or licensed in the state in which such Real Property is locatedan Environmental Audit Report, Purchaser shall immediately notify Sellers and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Sellerprovide Sellers, then reference shall be made to such new plat in the description of such Real Property in a quitclaim deed to be delivered to Purchaser in addition to the limited extent practicable, a reasonable opportunity to seek an injunction or "special" warranty deed relating other remedy to prevent such Real Propertypublic disclosure.

SURVEY AND INSPECTION OF PROPERTY. (a) Prior to the Closing Date, Purchaser and Purchaser's ’s agents, employees and independent contractors shall have the right and privilege to enter upon the Real Property and the Leased Real Property, during normal working hours and upon the giving to Seller of reasonable advance noticenotice to Sellers, prior to the Closing Date to inspect the Real Property and the Leased Real Property and to conduct soil borings and ground water sampling and analysis and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's ’s sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business at that location. Purchaser indemnifies Seller agrees to indemnify Sellers from and against any liability Liability or obligation arising out of the negligent acts of Purchaser or Purchaser's ’s agents in connection with such entry or testing by Purchaser or Purchaser's ’s agents under this subsection; provided, however, that in no event shall this indemnity include nor shall Purchaser or cover the fact of detection (without more) of Purchaser’s agents have any Liability for, any existing environmental conditions or contamination in connection with or the detection of such entry environmental conditions or testingcontamination. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents either by (i) the metes and bounds description set forth for such parcel (if any) on Exhibit 1 attached to and incorporated into Schedule 9.15(b) hereto, or (ii) the metes and bounds description of such parcel set forth in the deed vesting title to such parcel in SellerSellers, as said metes and bounds descriptions in item (i) or (ii) may be modified by mutual agreement of the parties acting in good faith with respect thereto, provided, however, in the event Purchaser or Seller causes Sellers cause a new survey of a parcel of Real Property to be made by a land surveyor registered or licensed in the state in which such Real Property is located, and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to SellerSellers, then reference shall be made to such new plat in the description of such Real Property and the legal description in a quitclaim deed to be delivered to Purchaser in addition to the limited warranty deed or "special" warranty grant deed relating to such Real Property.

SURVEY AND INSPECTION OF PROPERTY. (a) Seller has granted to Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege to enter upon the Real Property and the Leased Real Property, during normal working hours and upon the giving to Seller of reasonable advance notice, Property prior to the Closing Date date hereof to inspect the Real Property and the Leased Real Property and to conduct soil borings and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business at that location. Purchaser indemnifies agrees to defend and indemnify Seller from and against any liability or obligation arising out of the acts of Purchaser or Purchaser's agents in connection with such entry or testing by Purchaser or Purchaser's agents under this subsection; provided. Prior to the Closing Date, however, that in no event Purchaser shall this indemnity include or cover provide copies of all drafts and finished reports of the fact of detection (without more) of Phase I environmental conditions or contamination assessment reports prepared by GaiaTech Inc. in connection with such entry the transactions contemplated herein to Seller, as soon as practicable. Prior to the Closing Date, the reporting of any detection of a violation or testingpossible violations to appropriate governmental authorities shall be controlled by Seller. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents either by (i) the metes and bounds description set forth for such parcel (if any) on Exhibit A attached to and incorporated into Schedule 5.8.1 hereto, or (ii) the metes and bounds description of such parcel set forth in the deed vesting title to such parcel in Seller, as said metes and bounds descriptions in item (i) or (ii) may be modified by mutual agreement of the parties acting in good faith with respect thereto, provided, however, in the event Purchaser or Seller causes a new survey of a parcel of Real Property to be made by a land surveyor registered or licensed in the state in which such Real Property is located, and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Seller, then reference shall be made to such new plat in the description of such Real Property in a quitclaim deed to be delivered to Purchaser in addition to and the limited or "special" warranty deed relating to legal description of such Real PropertyProperty in the closing documents shall be prepared therefrom.

SURVEY AND INSPECTION OF PROPERTY. (a) Subject to Sellers' consent as to scope, date and time, such consent not to be unreasonably withheld, Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege to enter upon the Real Property and the Leased Real Property, during normal working hours and upon the giving to Seller of reasonable advance notice, Property prior to the Closing Date to inspect the Real Property and the Leased Real Property and to conduct soil borings and other environmental, geological, engineering, percolation, hydrologic, feasibility, or landscaping tests or studies, all at Purchaser's sole cost and expense, provided such testing does not unreasonably interfere with the operation of the Business business operations conducted by Sellers at that location. Purchaser indemnifies Seller agrees to indemnify defend (with counsel reasonably approved by Sellers), protect and hold harmless, Sellers, its employees, agents and independent contractors from and against any liability and all claims, demands, losses, costs, expenses (including reasonable attorney's fees), damages, liabilities, judgments and recoveries, including those for injury to personal property arising out of any such work or materials of the acts or omissions of Purchaser or Purchaser's agents , its agents, employees and independent contractors in connection with such entry or testing by Purchaser or Purchaser's agents under this subsectionsubsection and shall be responsible for and shall promptly repair to the extent reasonably practicable any damage caused by any such inspection, testing or studies undertaken prior to or after the date hereof to any of Sellers' properties, including replacing and replacing landscaping and vegetation, if disturbed, to the condition in existence prior to the testing or inspection; provided, however, that in no event shall this indemnity include or cover the fact of detection (without more) of environmental conditions Environmental Conditions or contamination in connection with such entry or testing. Notwithstanding any other provision of this Agreement to the contrary, Purchaser's obligations under this Subsection shall survive the termination of this Agreement and the Closing. Purchaser has delivered to Sellers a copy of the final report entitled "Environmental Site Assessment Reports dated April 2000 that Purchaser had ENSR Consulting and Engineering (NC), Inc. prepare relating to the condition of the Real Property or the Facility (as hereinafter defined) obtained or made known to Purchaser as a result of this subsection (the "ENSR Report"), which includes all of the studies, tests, reports, or surveys that Purchaser had commissioned to be prepared relating to the environmental condition of the Real Property or the Facility. (b) Each parcel of Real Property shall be described in the deed conveying such parcel and other closing documents by the metes and bounds description of such parcel set forth in as determined based upon the deed vesting title to such parcel in SellerSurveys. (c) Purchaser shall, at the cost and expense of Purchaser, and using a single environmental consultant selected by Purchaser, obtain a Phase I environmental audit report and a compliance audit report and, as said metes and bounds descriptions may be modified determined necessary by mutual agreement Purchaser, a Phase II environmental audit report on each of the parties acting parcels of Real Property and Leased Real Property (individually an "Environmental Audit Report" and, collectively, the "Environmental Audit Reports"). (d) Except as otherwise provided in good faith this SECTION 4.4(D), the Parties hereto shall keep confidential and shall not disclose to any person except each Party's counsel, accountants, and representatives, all on a "need to know" basis in connection with respect theretothe consummation of the transactions contemplated hereby, provided, however, in the existence or content of any Environmental Audit Report. The confidentiality obligations of this SECTION 4.4(D) shall not apply where the disclosure of such information is needed to (i) enforce the Agreement; (ii) fulfill a contractual obligation with an insurer; (iii) comply with applicable laws or regulations; or (iv) comply with the terms of an administrative or judicial formal request or order requiring such disclosure. In the event Purchaser is required by law or Seller causes otherwise to make a new survey public disclosure of a parcel of Real Property to be made by a land surveyor registered or licensed in the state in which such Real Property is locatedan Environmental Audit Report, Purchaser shall immediately notify Sellers and the resulting plat of survey accurately depicts the boundaries of such Real Property and those characteristics of such Real Property that would be revealed by a careful inspection of such Real Property and is otherwise reasonably acceptable to Sellerprovide Sellers, then reference shall be made to such new plat in the description of such Real Property in a quitclaim deed to be delivered to Purchaser in addition to the limited extent practicable, a reasonable opportunity to seek an injunction or "special" warranty deed relating other remedy to prevent such Real Propertypublic disclosure.