Basic Property Inspection. To the extent not previously delivered to Buyer, Seller shall deliver to Buyer all of the agreements, documents, contracts, information, records, reports and other items described in Exhibit B attached hereto (together with any documents made available, the “Documents”) that are in its possession. The Documents that are furnished or made available to Buyer pursuant to this Section 4.1 are being furnished or made available to Buyer for information purposes only and without any representation or warranty by Seller with respect thereto, express or implied, and may not be relied upon by Buyer, except for any express representations and warranties of Seller that may be set forth herein. At all times prior to Closing, including times following the “Review Period Expiration Date” (which Review Period Expiration Date is defined to be April 30, 2012), Buyer, its agents and representatives shall be entitled to conduct a “Due Diligence Inspection,” which includes the rights to: (i) enter upon the Real Property, on reasonable notice to Seller, to perform inspections of the Real Property and environmental studies and investigations of the Real Property (including, without limitation, a so-called “Phase I” study); (ii) examine and copy any and all books, records, correspondence, financial data, and all other documents and matters, public or private, maintained by Seller or its agents, and relating to receipts and expenditures pertaining to the Real Property (excluding documents subject to the attorney-client privilege, internal investor communications and confidential financial forecasts and valuations); (iii) interview tenants of the Real Property (each, a “Tenant,” and collectively, the “Tenants”); and (iv) make applicable inquiries by governmental agencies. Buyer shall not conduct any physically intrusive investigations of the Real Property without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. If, at any time on or prior to the Review Period Expiration Date, Buyer, in its sole and absolute discretion, determines that the results of any inspection, test or examination meet Buyer’s criteria for the purchase, financing or operation of the Property in the manner contemplated by Buyer and Buyer otherwise elects to acquire the Property in the exercise of its sole discretion, Buyer shall send written notice to Seller approving the Property (an “Approval Notice”) on or prior to 5:00 P.M. (Central time) on or prior to the Review Period Expiration Date, in which event Buyer and Seller shall proceed to Closing on and subject to the terms and conditions contained herein. However, if Buyer fails for any or no reason to send an Approval Notice on or prior to 5:00 P.M. (Central time) on the Review Period Expiration Date in the exercise of its sole discretion, or if Buyer, in its sole discretion, otherwise determines that the Property is unsatisfactory to it and sends a written notice terminating this Agreement on or prior to 5:00 P.M. (Central time) on the Review Period Expiration Date, this Agreement shall terminate and the provisions of Section 18.8 governing a permitted termination by Buyer of the entire Agreement shall apply.
Appears in 2 contracts
Samples: Real Estate Sales Contract, Real Estate Sales Contract (Industrial Income Trust Inc.)
Basic Property Inspection. To the extent not previously delivered to Buyer, Seller shall deliver to Buyer all of the agreements, documents, contracts, information, records, reports and other items described in Exhibit B attached hereto (together with any documents made available, During the “Documents”) that are in its possession. The Documents that are furnished or made available to Buyer pursuant to this Section 4.1 are being furnished or made available to Buyer for information purposes only and without any representation or warranty by Seller with respect thereto, express or implied, and may not be relied upon by Buyer, except for any express representations and warranties of Seller that may be set forth herein. At all times prior to Closing, including times following the “Review Period Expiration DateInspection Period” (which Review Inspection Period Expiration Date is defined to be April 30the period commencing on the Contract Date and ending on November 25, 20122015), BuyerPurchaser and Purchaser’s contractors, its agents consultants, engineers, surveyors, accountants, attorneys and representatives their respective employees, agents, contractors and subcontractors of every tier (collectively, “Purchaser’s Representatives”) shall be entitled to conduct a “Due Diligence Basic Property Inspection,” which includes will include, without limitation, the rights to: (i) enter upon the Real PropertyLand and Improvements, on reasonable upon providing prior e-mail notice to SellerSeller as set forth below, to perform inspections and tests of the Real Property Land and environmental studies the Improvements; and investigations of the Real Property (including, without limitation, a so-called “Phase I” study); (ii) examine and copy any and all books, records, correspondence, financial data, and all other documents and matters, public or private, maintained by Seller or its agents, and relating make investigations with regard to receipts and expenditures pertaining to the Real Property (excluding documents subject to the attorney-client privilege, internal investor communications and confidential financial forecasts and valuations); (iii) interview tenants environmental conditions of the Real Property Land and the Improvements and the compliance by the Land and the Improvements with all applicable laws, ordinances, rules and regulations. Purchaser shall provide at least two (each2) business days prior e-mail notice to Seller (sent to Xxxx Xxxxxxxxx, a “Tenant,” and collectively, the “Tenants”); and (ivxxxx.xxxxxxxxx@xxxxxxxx.xxx) make applicable inquiries by governmental agencies. Buyer shall not conduct any physically intrusive investigations of the Real Property without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. If, at any time on or prior to conducting any Basic Property Inspection at the Review Period Expiration DateLand or Improvements, Buyerincluding any investigations, study, interview or test to or at the Land and the Improvements. If Purchaser determines that the results of any inspection, test, examination or review do not meet Purchaser’s criteria, in its sole and absolute discretion, determines that the results of any inspection, test or examination meet Buyer’s criteria for the purchase, financing use or operation of the Property in the manner contemplated by Buyer and Buyer otherwise elects to acquire the Property in the exercise of its sole discretionPurchaser, Buyer shall send then Purchaser may terminate this Agreement by written notice to Seller approving (the Property “Termination Notice”), given not later than the last day of the Inspection Period (an the “Approval NoticeDate”) on or prior ). If Purchaser fails to 5:00 P.M. (Central time) on or timely deliver a Termination Notice to Seller prior to the Review Period Expiration Approval Date, Purchaser shall be automatically deemed to have forever waived its right to terminate the Agreement under this Section 6.1. Upon the timely and proper termination of this Agreement by Purchaser pursuant to this Section 6.1, the Deposit shall be returned to Purchaser and neither party shall have any further liability or obligation to the other hereunder, except for those liabilities and obligations that expressly survive a termination of this Agreement. During the three (3) business days prior to Closing, Purchaser shall have the right to inspect the Land and Improvements to confirm that there has not been a material change in which event Buyer and Seller shall proceed to Closing on and the condition of the Land or Improvements from their condition as of the Inspection Period, subject to the terms and conditions contained herein. Howeverother provisions in this Agreement, if Buyer fails for any or no reason to send an Approval Notice on or prior to 5:00 P.M. (Central time) on the Review Period Expiration Date in the exercise including Section 11.1 of its sole discretion, or if Buyer, in its sole discretion, otherwise determines that the Property is unsatisfactory to it and sends a written notice terminating this Agreement on or prior to 5:00 P.M. (Central time) on the Review Period Expiration Date, this Agreement shall terminate and the provisions of Section 18.8 governing a permitted termination by Buyer of the entire Agreement shall applyAgreement.
Appears in 1 contract
Basic Property Inspection. To the extent not previously delivered to Buyer, Seller shall deliver to Buyer or make available to Buyer for its review and copying, as Seller may elect, all of the agreements, documents, contracts, information, records, reports and other items related to the Properties to the extent in Seller’s, Selling Subsidiary’s, or Seller’s property managers’ possession (i) described in Exhibit B B-1 attached hereto or (together with ii) otherwise requested by Buyer at any documents made available, time within five (5) Business Days prior to the Closing Date (collectively the “Documents”) that are in its possession. The Documents that are furnished or made available to Buyer pursuant to this Section 4.1 are being furnished or made available to Buyer for information purposes only and without any representation or warranty by Seller with respect thereto, express or implied, and may not be relied upon by Buyer, except for any express representations and warranties of Seller that may be set forth herein). At all times prior to Closing, including times following the “Review Period Expiration Date” (which Review Period Expiration Date is defined to be April 30, 2012), Buyer, its agents and representatives shall be entitled to conduct a “Due Diligence Inspection,” which includes the rights to: , at reasonable times during normal business hours and in each case subject to the rights of tenants under the Leases (the “Tenants”): (i) enter upon the unoccupied Real Property and the occupied Real Property (collectively, the “Inspection Property”) to the extent not permitted prior to the Effective Date or as otherwise consented to by Seller, such consent not to be unreasonably withheld, on reasonable notice to Seller, to perform non-invasive inspections and tests of the Real Inspection Property and environmental studies and investigations of the Real Inspection Property (including, without limitation, a so-called “Phase I” study); and (ii) examine the Documents and copy any the files and all books, records, correspondence, financial data, and all other documents and matters, public or private, maintained by Seller or its agents, and relating to receipts and expenditures records pertaining to the Real Property (excluding documents subject Properties in the possession of Seller, Selling Subsidiary and/or Seller’s property management agents; provided that Seller shall have the right to the attorney-client privilege, internal investor communications have a representative present during all or any of Buyer’s inspections and confidential financial forecasts and valuations); (iii) interview tenants of the Real Property (each, a “Tenant,” and collectively, the “Tenants”); and (iv) make applicable inquiries by governmental agenciestests. Buyer shall not conduct any soil borings or other physically intrusive investigations of the Real Property without the prior written consent of Seller, which consent may shall not be withheld in Seller’s sole discretionunreasonably withheld. If, at any time on or prior to the Review Period Expiration Date, Buyer, in its sole and absolute discretion, determines that the results of any inspection, test or examination meet Buyer’s criteria for the purchase, financing or operation of the Property in the manner contemplated by Buyer and Buyer otherwise elects to acquire the Property in the exercise of its sole discretion, Buyer shall send written notice to Seller approving the Property (an “Approval Notice”) on or prior to 5:00 P.M. (Central time) on or prior to the Review Period Expiration Date, in which event Buyer and Seller shall proceed to Closing on and subject to the terms and conditions contained herein. However, if Buyer fails for any or no reason to send an Approval Notice on or prior to 5:00 P.M. (Central time) on the Review Period Expiration Date in the exercise of its sole discretion, or if Buyer, in its sole discretion, otherwise determines that the Property is unsatisfactory to it and sends a written notice terminating this Agreement on or prior to 5:00 P.M. (Central time) on the Review Period Expiration Date, this Agreement shall terminate and the provisions of Section 18.8 governing a permitted termination by Buyer of the entire Agreement shall apply.13106722_20.doc 6
Appears in 1 contract
Samples: Real Estate Sales Contract (Silver Bay Realty Trust Corp.)
