Agreement Of Purchase And Sale (Page 7 of 30) in pdf

to Seller evidencing that Purchaser and its contractors, agents and representatives have in place

reasonable amounts of commercial general liability insurance and workers compensation insurance for its

activities on the Property in terms and amounts reasonably satisfactory to Seller covering any accident

arising in connection with the presence of Purchaser, its contractors, agents and representatives on the

Property, which insurance shall name Seller as an additional insured thereunder, and (iii) all such tests

shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 4.11

below. 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 tests, including signing any required

manifests. Subject to the provisions of Section 4.7 hereof, Purchaser or Purchaser’s representatives may

meet with any governmental authority for any good faith, reasonable purpose in connection with the

transaction contemplated by this Agreement; provided, however, Purchaser must contact Seller at least

forty-eight (48) hours in advance by telephone or fax to inform Seller of Purchaser’s intended meeting

and to allow Seller the opportunity to attend such meeting if Seller desires.

4.4

Due Diligence/Termination Right. Purchaser shall have through the last day of the

Inspection Period in which to (i) examine, inspect, and investigate the Property Information and the

Additional Property Information (collectively, the “Property Documents”) and the Property and, in

Purchaser’s sole and absolute judgment and discretion, determine whether the Property is acceptable to

Purchaser, (ii) obtain all necessary internal approvals, and (iii) satisfy all other contingencies of

Purchaser. Notwithstanding anything to the contrary in this Agreement, Purchaser may terminate this

Agreement for any reason or no reason by giving written notice of termination to Seller and Title

Company (the “Due Diligence Termination Notice”) on or before the last day of the Inspection Period. If

Purchaser does not give a Due Diligence Termination Notice, this Agreement shall continue in full force

and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to

this Section 4.4, and Purchaser shall be deemed to have acknowledged that it has received or had access

to all Property Documents and conducted all inspections and tests of the Property that it considers

important.

4.5

Return of Documents and Reports. If this Agreement terminates for any reason other

than Seller’s default hereunder, Purchaser shall promptly return and/or deliver to Seller all Property

Documents and copies thereof. Additionally, if this Agreement terminates for any reason other than

Seller’s default, then Purchaser must deliver to Seller copies of all third party reports, investigations and

studies, other than economic analyses (collectively, the “Reports” and, individually, a “Report”) prepared

for Purchaser in connection with its due diligence review of the Property. The Reports shall be delivered

to Seller without any representation or warranty as to the completeness or accuracy of the Reports or any

other matter relating thereto, and Seller shall have no right to rely on any Report without the written

consent of the party preparing same. Purchaser’s obligation to deliver the Property Documents and the

Reports to Seller shall survive the termination of this Agreement.

4.6

Service Contracts. On or prior to the last day of the Inspection Period, Purchaser will

advise Seller in writing of which Service Contracts it will assume and for which Service Contracts

Purchaser requests that Seller deliver written termination at or prior to Closing, provided Seller shall have

no obligation to terminate, and Purchaser shall be obligated to assume, any Service Contracts which by

their terms cannot be terminated without penalty or payment of a fee. Seller shall deliver at Closing

notices of termination of all Service Contracts that are not so assumed. Purchaser must assume the

obligations arising from and after the Closing Date under those Service Contracts (i) that Purchaser has

agreed to assume, or that Purchaser is obligated to assume pursuant to this Section 4.6, and (ii) for which

a termination notice is delivered as of or prior to Closing but for which termination is not effective until

after Closing.

Page

H-Earnest Money Contract

Agreement Of Purchase And Sale Page 7

Related Articles

Related forms

Related Categories