Common use of Buyers Review Clause in Contracts

Buyers Review. Buyer shall have until 5 o'clock P.M. EST, on November 26, 1996 ("the Review Period"), (a) to review title to the Premises (the "Title") and to obtain and review a survey (the "Survey"); (b) to make or have made such reasonable non-destructive inspections, studies and tests as it desires of the Premises, including, without limitation, the interior, exterior, and structure of all improvements, and the condition of soils and subsurfaces (the "Inspections"); and (c) to review Seller's financial records, contracts and leases relating to the Premises (the "Review"). All such items shall be obtained and reviewed at Buyer's sole cost and expense, except that the Seller shall pay the cost of obtaining an owner's title insurance commitment and policy for Buyer (the "Basic Policy"); provided that Buyer shall pay the cost of obtaining any affirmative coverage or excluding any exceptions on such policy ("Additional Title Coverage"). To facilitate the Review and the Inspections, the Buyer shall have access to all non- proprietary books, records, tax returns, correspondence, financial data, ledger reports, general ledgers, Leases and all other documents and matters, public or private, maintained by Seller or its agents or its management company relating to all receipts and expenditures pertaining to the Premises for the three (3) most recent full calendar years and the current calendar year (all as available), regarding the operation of the Premises for review and copying at its own expense located at the offices of Seller's management company, CB Commercial Real Estate Group, Inc. (or such other location in the metropolitan Atlanta area as such management company may designate) and the Premises at reasonable times and upon reasonable prior notice. If Buyer has any objection or objections to any of the matters revealed in the Title, Survey, Inspections, Review or any other matter in its sole judgment ("Buyer's Objections"), it shall notify Seller in writing of the Buyer's Objections on or before the end of the Review Period and notify Seller either of (i) Buyer's desire to terminate this Agreement, whereupon this Agreement shall terminate without any recourse to the parties hereto and the Deposit shall be returned to Buyer, or (ii) its desire to give the Seller the option to cure the Buyer's Objections (the "Cure Option"). Any matters revealed in the Title (appearing of record prior to or on the Effective Date), Survey (in existence as of the Effective Date), Inspections, Review or any other matters not submitted to Seller in writing on or before the expiration of the Review Period as Buyer's Objections shall be deemed waived and shall become "Permitted Exception."

Buyers Review. Buyer shall have until 5 o'clock P.M. ESTnoon, Boston time, on November 26, 1996 the thirtieth (30th) day following the Execution Date ("the Review Period"), ) (a) to review title to the Premises (the "Title") and to obtain and review a survey (the "Survey")commitment for title insurance and a survey; (b) to make or have made such reasonable non-destructive inspectionsand non- destructive inspections (including, studies without limitation, taking samples, drilling xxxxx, and tests conducting any additional engineering tests, asbestos sampling, or environmental tests) as it desires of the Premises, including, without limitation, the interior, exterior, and structure of all improvements, and the condition of soils and subsurfaces (and the "Inspections")compliance thereof with all environmental laws, rules and regulations; and (c) to review all of Seller's financial records, contracts contracts, and leases relating to the Premises, with the exception of Seller's proprietary information. At Buyer's election, the Review Period may be terminated prior to the thirtieth (30th) day following the Execution Date. Seller hereby grants to Buyer a license to enter any and all of the Premises, subject to the rights of tenants (provided that Seller shall make reasonable efforts to allow Buyer to enter occupied units at Buyer's request, including by exercising its rights, if any, as landlord to enter units pursuant to leases), for the purpose of making such inspections, such license to be exercised reasonably so as not to interfere with Seller's operation of the Premises (and to expire upon the "Review")Date of Closing or upon termination of this Agreement. All such items inspections shall be obtained conducted and reviewed at Buyer's sole cost and expense, except that the Seller shall pay the cost of obtaining an owner's title insurance commitment and policy for Buyer (the "Basic Policy"); as otherwise expressly provided that Buyer shall pay the cost of obtaining any affirmative coverage or excluding any exceptions on such policy ("Additional Title Coverage"). To facilitate the Review and the Inspections, the Buyer shall have access to all non- proprietary books, records, tax returns, correspondence, financial data, ledger reports, general ledgers, Leases and all other documents and matters, public or private, maintained by Seller or its agents or its management company relating to all receipts and expenditures pertaining to the Premises for the three (3) most recent full calendar years and the current calendar year (all as available), regarding the operation of the Premises for review and copying at its own expense located at the offices of Seller's management company, CB Commercial Real Estate Group, Inc. (or such other location in the metropolitan Atlanta area as such management company may designate) and the Premises at reasonable times and upon reasonable prior noticeherein. If Buyer has any objection or objections to any of the matters revealed set out in the Title(a), Survey(b), Inspections, Review or any other matter in its sole judgment ("Buyer's Objections")c) of this section 5, it shall notify Seller in writing of the Buyer's Objections such 2 objection on or before the end of the Review Period and ("Notice of Objection"), or if Buyer determines, on or before the end of the Review Period, in its sole discretion, for any reason or for no reason, not to proceed to the Closing, it may notify Seller either in writing, before the end of (i) Buyer's desire to terminate this Agreementthe Review Period, whereupon that it is terminating this Agreement shall terminate without any recourse to the parties hereto and ("Notice of Termination"), in which case the Deposit shall be returned refunded to Buyer, or (ii) its desire and thereafter neither party shall have any further obligation to give the Seller the option to cure the Buyer's Objections (the "Cure Option")other by virtue of this Agreement. Any matters revealed in the Title (appearing of record prior not objected to or on the Effective Date), Survey (in existence as of the Effective Date), Inspections, Review or any other matters not submitted to Seller in writing on or before as herein provided shall be deemed waived. Upon the expiration of the Review Period without objection, as provided herein, or upon Seller's cure of Buyer's Objections objections, as provided in the following paragraph, or upon Buyer's actual or deemed notification to Seller that Buyer will proceed notwithstanding Seller's failure to cure Buyer's objections, as provided in the following paragraph, the Deposit will become nonrefundable, except in the case of Seller's default hereunder. If Buyer delivers to Seller Notice of Objection and Seller is unwilling or unable to correct to Buyer's satisfaction all defects to which Buyer has objected in the Notice of Objection within five (5) business days after receipt of Buyer's Notice of Objection ,Seller shall, at any time before the end of said five (5) day period, so notify Buyer, provided that if Seller fails to give such notice, Seller shall be deemed waived to have notified Buyer on the fifth (5th) day after receipt of Buyer's objection that Seller is unwilling or unable to cure all defects to which Buyer has objected. Buyer shall, within five (5) business days after Seller has given or is deemed to have given said notice, notify Seller that it shall either (i) waive said defect(s) and proceed to closing, as set out in section 4 hereof, or (ii) terminate this Agreement, provided that if Buyer fails to give such notice, Buyer shall be deemed to have notified Seller that it shall waive all defects and proceed to closing; and upon receipt of Notice of Termination the Deposit shall be promptly refunded to Buyer and this Agreement shall become "Permitted Exceptionnull and void, and neither party shall be liable to the other for damages or otherwise, except as otherwise expressly provided herein."

Buyers Review. Buyer shall have until 5 o'clock P.M. ESTP.M., Boston time, on November 26December 8, 1996 1995 ("the Review Period"), ) (a) to review title to the Premises (the "Title") and to obtain and review a survey (the "Survey")commitment for title insurance and a survey; (b) to make or have made such reasonable non-destructive inspections, studies and tests inspections as it desires of the Premises, including, without limitation, the interior, exterior, and structure of all improvements, and the condition of soils and subsurfaces (the "Inspections")subsurfaces; and (c) to review all of Seller's financial records, contracts contracts, and leases relating to the Premises (the "Review")Premises. All such items shall be obtained and reviewed at Buyer's sole cost and expense, except that the Seller shall pay the cost of obtaining an owner's title insurance commitment and policy for Buyer (the "Basic Policy"); as otherwise expressly provided that Buyer shall pay the cost of obtaining any affirmative coverage or excluding any exceptions on such policy ("Additional Title Coverage"). To facilitate the Review and the Inspections, the Buyer shall have access to all non- proprietary books, records, tax returns, correspondence, financial data, ledger reports, general ledgers, Leases and all other documents and matters, public or private, maintained by Seller or its agents or its management company relating to all receipts and expenditures pertaining to the Premises for the three (3) most recent full calendar years and the current calendar year (all as available), regarding the operation of the Premises for review and copying at its own expense located at the offices of Seller's management company, CB Commercial Real Estate Group, Inc. (or such other location in the metropolitan Atlanta area as such management company may designate) and the Premises at reasonable times and upon reasonable prior noticeherein. If Buyer has any objection or objections to any of the matters revealed set out in the Title, Survey, Inspections, Review or any other matter in its sole judgment ("Buyer's Objections"a), (b), or (c) of this section 4, it shall may either notify Seller in writing of the Buyer's Objections such objection on or before the end of the Review Period and ("Notice of Objection"), provided that with such notice Buyer shall provide Seller with copies of all written materials which provide or evidence the basis of any such objection, or notify Seller either of (i) Buyer's desire to terminate this Agreement, whereupon in writing that this Agreement shall terminate without any recourse to the parties hereto and the Deposit shall be returned to Buyer, or is terminated (ii) its desire to give the Seller the option to cure the Buyer's Objections (the "Cure OptionNotice of Termination"). Any matters revealed in the Title (appearing of record prior not objected to or on the Effective Date), Survey (in existence as of the Effective Date), Inspections, Review or any other matters not submitted to Seller in writing on or before as herein provided shall be deemed waived. Upon the expiration of the Review Period without Notice of Objection or Notice of Termination, as provided herein, or upon Seller's cure of Buyer's Objections objections, as provided in the following paragraph, or upon Buyer's actual or deemed notification to Seller that Buyer will proceed notwithstanding Seller's failure to cure Buyer's objections, as provided in the following paragraph, the Deposit will become nonrefundable, except in the case of Seller's default hereunder. If Seller is unwilling or unable to correct to Buyer's satisfaction all defects to which Buyer has objected within 30 days after receipt of Notice of Objection (provided that correction of defects objected to in the title commitment or survey may be accomplished either by removing such defects or by arranging for the title insurance policy to insure over such defects; and provided further that Seller may use the Purchase Price or any portion thereof to cure any such defects which may be cured by instruments recorded on the Date of Closing, or later if arrangements are made which are satisfactory to Buyer and the Title Company), Seller shall, at any time before the end of said 30-day period, so notify Buyer, provided that if Seller fails to give such notice, Seller shall be deemed waived to have notified Buyer on the 30th day after receipt of Notice of Objection that Seller is unwilling or unable to cure all defects to which Buyer has objected. Buyer shall, within ten days after Seller has given or is deemed to have given said notice, either (i) notify Seller that it shall waive said defect(s) and proceed to closing, as set out in section 3 hereof, or (ii) give Notice of Termination, provided that if Buyer fails to give such notice, Buyer shall be deemed to have notified Seller that it shall waive all defects and proceed to closing. Upon receipt of Notice of Termination the Deposit shall be refunded and this Agreement shall become "Permitted Exceptionnull and void, and neither party shall be liable to the other for damages or otherwise, except as otherwise expressly provided herein."

Buyers Review. Buyer shall have until 5 o'clock P.M. EST, on November 26, 1996 ("the Review PeriodNotice of Closing"), or notice that this Agreement is terminated (a) to review title to the Premises (the "Title") and to obtain and review a survey (the "Survey"); (b) to make or have made such reasonable non-destructive inspections, studies and tests as it desires Notice of the Premises, including, without limitation, the interior, exterior, and structure of all improvements, and the condition of soils and subsurfaces (the "Inspections"); and (c) to review Seller's financial records, contracts and leases relating to the Premises (the "ReviewTermination"). All such items shall be obtained and reviewed at Buyer's sole cost and expense, except that the Seller shall pay the cost of obtaining an owner's title insurance commitment and policy for Buyer (the "Basic Policy"); provided that Buyer shall pay the cost of obtaining any affirmative coverage or excluding any exceptions on such policy ("Additional Title Coverage"). To facilitate the Review and the Inspections, the Buyer shall have access to all non- proprietary books, records, tax returns, correspondence, financial data, ledger reports, general ledgers, Leases and all other documents and matters, public or private, maintained by Seller or its agents or its management company relating to all receipts and expenditures pertaining to the Premises for the three (3) most recent full calendar years and the current calendar year (all as available), regarding the operation of the Premises for review and copying at its own expense located at the offices of Seller's management company, CB Commercial Real Estate Group, Inc. (or such other location in the metropolitan Atlanta area as such management company may designate) and the Premises at reasonable times and upon reasonable prior notice. If Buyer has any objection fails to give either Notice of Closing or objections to any Conditional Notice of the matters revealed in the Title, Survey, Inspections, Review or any other matter in its sole judgment ("Buyer's Objections"), it shall notify Seller in writing of the Buyer's Objections on or before Closing by the end of the Review Period Period, Buyer shall be deemed to have given Notice of Termination. Upon Buyer's giving of Notice of Closing, pursuant to either this paragraph or the following paragraph, or upon Seller's cure of Buyer's objections, as provided in the following paragraph, the Deposit will become nonrefundable, except in the case of Seller's default hereunder. If Buyer gives Conditional Notice of Closing, the Closing shall be postponed as set forth in this paragraph, and Seller shall have until 2 o'clock P.M., Seattle time, on May 30, 1997 ("Seller's Response Date"), to respond to the title objections in Buyer's Conditional Notice of Closing. If Seller agrees to and does correct all title defects set forth in Buyer's Conditional Notice of Closing, Seller shall so notify Buyer, and the Closing shall be held on the tenth day after Seller gives notice to Buyer either that all such defects have been corrected or that they will be corrected at the Closing. If Seller is unwilling or unable to correct to Buyer's satisfaction all such defects (provided that correction of defects objected to in the title commitment or survey may be accomplished either by removing such defects or, with the express consent of Buyer, by arranging for the title insurance policy to insure over such defects; and provided further that Seller may use the Purchase Price or any portion thereof to cure any such defects which may be cured by instruments recorded on the Date of Closing), Seller shall, at any time on or before Seller's Response Date, so notify Buyer, provided that if Seller fails to give such notice, Seller shall be deemed to have notified Buyer that Seller is unwilling or unable to cure all defects to which Buyer has objected. Buyer shall, on or before the tenth day after Seller's notice, in its sole discretion, either (i) notify Seller that it shall waive said defect(s) and proceed the closing, as set out in section 3 hereof ("Notice of Closing"), in which case the Closing shall be held on the tenth day after Buyer's desire to terminate this Agreement, whereupon this Agreement shall terminate without any recourse to the parties hereto and the Deposit shall be returned to Buyernotice, or (ii) its desire give Notice of Termination, provided that if Buyer fails to give the Seller the option to cure the Buyer's Objections (the "Cure Option"). Any matters revealed in the Title (appearing of record prior to or on the Effective Date)such notice, Survey (in existence as of the Effective Date), Inspections, Review or any other matters not submitted to Seller in writing on or before the expiration of the Review Period as Buyer's Objections Buyer shall be deemed waived to have given Notice of Termination. If any day specified in this paragraph falls on a holiday in King County, Washington, that day shall automatically be continued to the next business day in said county. Upon Buyer's actual or deemed giving Notice of Termination, the Deposit shall be refunded and this Agreement shall become "Permitted Exceptionnull and void, and neither party shall be liable to the other for damages or otherwise, except as otherwise expressly provided herein."