Buyer’s Due Diligence. Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.
Buyer’s Due Diligence. Buyer shall be allowed to conduct the following due diligence prior to purchasing the Property:
(a) Buyer’s review of the operating statements of the Property for the previous two (2) calendar years as well as the current calendar year-to-date.
(b) Buyer’s review of copies of a current rent roll and any tenant leases, and any amendments and modifications thereto, currently in Seller’s Possession.
(c) Buyer’s review of copies of any site plans and building drawings and specifications currently in Seller’s Possession ..
(d) Buyer’s review of copies of any maintenance and service agreements currently in force and in Seller’s Possession. Buyer shall provide written notice to Seller no less than three (3) business days prior to the Approval Date of those agreements Buyer wishes to assume. In the absence of such notice, Seller shall terminate all agreements.
(e) Buyer’s review of certain environmental reports prepared for Seller and currently in Seller’s Possession as described on Exhibit J hereto. Seller is providing such environmental reports to Buyer for informational purposes only and Buyer shall not rely on such environmental reports in determining whether to purchase the Property. In the event the transaction contemplated herein does not close for any reason whatsoever, Buyer shall immediately return the environmental reports to Seller.
(f) Buyer’s review of the documents and other items listed on Exhibit N attached hereto and made a part hereof, it being agreed that Seller shall deliver the documents and other items listed on Exhibit N to Buyer within five (5) days after the Agreement Date, to the extent that Seller has not previously delivered same to Buyer; provided that such documents and other items are in Seller’s, or in Seller’s property management company’s, possession or control (hereafter “Seller’s Possession”). The items referred to above in Section 4 and Subsections 5(a)-(f) (including all documents and other items listed on Exhibit N shall be collectively referred to as the “Due Diligence Items.” Buyer hereby acknowledges the receipt of the Due Diligence Items, with the exception of the Title Commitment and the Exception Documents (which will be delivered or caused to be delivered pursuant paragraph 4(a) herein). The Due Diligence Items contain confidential material, data and information and by accepting delivery of same Buyer hereby acknowledges that the Due Diligence Items will be relied upon at Buyer’s own risk (except to the extent otherwi...
Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.
Buyer’s Due Diligence. Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.
Buyer’s Due Diligence. As more fully provided below, Seller agrees to assist and cooperate with Buyer in obtaining access to the Property and certain documents relating thereto for purposes of inspection and due diligence.
Buyer’s Due Diligence. Buyer shall be allowed to conduct the following due diligence prior to purchasing the REIT Units:
(a) Buyer’s review of title to the Real Property as shown on the Company’s existing title policy (the “Title Policy”) issued by the corresponding title company (the “Title Company”) and an existing as-built survey showing the location of all improvements and recorded easements on the Real Property as of the date such survey was prepared (the “Survey”). The Title Policy and the Survey shall be delivered by Seller with the other Due Diligence Items (as hereinafter defined). Buyer has caused the Title Company to issue a commitment for an owner’s title insurance policy (the “Title Report”) and ordered an updated Survey (the Title Policy, Title Report and Survey being collectively referred to as the “Title Documents”). By its execution hereof, Buyer has approved the Title Documents for the Real Property. All items disclosed in the Title Documents are herein referred to as “Permitted Exceptions”. At any time prior to Closing, Buyer may update the Title Report. If such updated Title Report discloses any matter that was not disclosed in either the Title Policy or original Title Report, Buyer may deliver a written notice (“Buyer’s Title Notice”) specifying each such new title defect or matter for which Buyer is requesting a cure by Seller (“Title Defect”) and each Title Company requirement (“Title Requirement”) which Buyer is requesting Seller to satisfy in order for a title policy to be issued for the Real Property at Closing; provided, however, Buyer acknowledges that it may not object to any Permitted Exception. Within two (2) business days after receiving Buyer’s Title Notice, Seller shall deliver to Buyer written notice (“Seller’s Title Notice”) of those Title Defects which Seller covenants and agrees to either eliminate or cure to Buyer’s satisfaction by the Closing Date and those Title Requirements which Seller agrees to satisfy by the Closing Date; provided, however, Seller may cure at its own and sole discretion, but under no circumstances will have any obligation to cure any Title Defect or satisfy any Title Requirement set forth in Buyer’s Title Notice. Seller’s failure to deliver Seller’s Title Notice to Buyer within the time period specified above shall be deemed to constitute Seller’s election not to eliminate or cure any such Title Defect or to satisfy any such Title Requirements. If Seller elects (or is deemed to have elected) not to eliminate or cure a...
Buyer’s Due Diligence. If not already commenced as of the date hereof, Buyer shall promptly following the execution of this Agreement, and subject to Section 5.1 hereof, commence and thereafter diligently pursue to completion its (i) on-site due diligence visits of the properties, (ii) investigation of the condition of the Business and the Assets, including but not limited to the Inspection Reports, and (iii) evaluation of the books and records of the Business (collectively, the “Buyer’s Due Diligence Investigation”). Buyer agrees to provide the Seller with a complete and correct copy of all Inspection Reports received by Buyer in connection with Buyer’s Due Diligence Investigation. Any fact, matter, condition, deficiency, encumbrance, or encroachment reflected or referenced in any Inspection Report which is not objected to in writing by Buyer within thirty (30) days after Buyer’s receipt of such Inspection Report shall be deemed accepted by Buyer. Notwithstanding the foregoing, if (i) the information found during the Buyer’s Due Diligence Investigation, or through its review and evaluation of the Schedules, would be reasonably deemed to have a Material Adverse Effect on the overall transaction contemplated hereby, or (ii) Buyer and Seller are not able to reach an agreement as to the content of any Schedule as to which Buyer has raised a timely objection pursuant to Section 3.19 within the applicable thirty (30) day time period, then, in either case, Buyer may elect, by written notice delivered to the Seller, either to (a) terminate this Agreement as set forth herein and neither party shall have any further obligation to the other except as may be expressly provided herein, or (b) continue to Closing and negotiate in good faith with the Seller to reach a resolution to Buyer’s and Seller’s reasonable satisfaction (except that such resolution shall not include a reduction in the Purchase Price).
Buyer’s Due Diligence. Buyer may conduct due diligence examinations during a period commencing on the date hereof and ending at the close of business on the day prior to the Closing Date (the “Due Diligence Period”).
Buyer’s Due Diligence. Buyer acknowledge that it has conducted, or has been afforded the opportunity to conduct an investigation of the Company and has been offered the opportunity to ask representatives of the Company questions about the Company’s financial condition and proposed business, and that Buyer has obtained such available information as Buyer has requested, to the extent Buyer have deemed necessary, to permit it to fully evaluate the merits and risks of an investment in the Shares. Buyer is satisfied as to all inquiries that Buyer has concerning the Company and its business activities, and the purchase of the Shares; and,
Buyer’s Due Diligence. CONDITION OF THE PROPERTY Buyer acknowledges that commencing prior to the execution of this Agreement and continuing for a period which will expire on the date which is forty-five (45) days after the date hereof (the "Due Diligence Period"), Buyer has conducted, and shall continue to conduct, its examinations, inspections, testing, studies and/or investigations (herein collectively called the "Due Diligence") of the Property and information regarding the Property. If Buyer is not satisfied with the results of its Due Diligence, Buyer may terminate this Agreement by written notice to Seller given in accordance with the provisions of Section 14.9 hereof on or before the last day of the Due Diligence Period, and, in the event of such termination, neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement and Buyer shall be entitled to the return of the Deposit. In the event Buyer fails to notify Seller in writing whether or not Buyer has elected to terminate this Agreement on or before the last day of the Due Diligence Period, Buyer shall be deemed to have terminated this Agreement in accordance with this Article 4. At Closing and as a material inducement for Seller to consummate the Transaction, Buyer will deliver a certification in the form of EXHIBIT F attached hereto and incorporated herein by this reference.
