Buyer’s Work Product. Upon termination of this Agreement for any reason whatsoever, Buyer, upon Seller’s written request, shall promptly deliver to Seller all third party reports, studies, and test results received by Buyer relating exclusively to the Property and Buyer’s prospective purchase thereof; provided, however, notwithstanding anything to the contrary herein, Buyer shall not be obligated to make available (a) any of Buyer’s internal memoranda, notes, emails, meeting minutes or other proprietary documents, correspondence or communications between directors, officers or investors, directly or indirectly, of Buyer or any of its constituent entities or any of their employees, (b) any confidential or proprietary documents, (c) any appraisals, valuations or projections related to the Property prepared by Buyer or any third party; or (d) any documents, files or records regarding the proposed financing of the Property.
Buyer’s Work Product. Upon termination of this Agreement for any reason whatsoever other than a default by Seller hereunder, Buyer shall promptly deliver to Seller all reports, plans, specifications, studies, drawings, photographs, models, surveys, test results and other documents or work product of Buyer, or its consultants, agents, employees and independent contractors, either received by Buyer from Seller or any third person, or prepared by or for Buyer, relating to the Property or in any way arising out of this Agreement, but excluding (i) any confidential internal memoranda of Buyer with respect to the Property, and (ii) any such reports or materials performed on Buyer's behalf by third parties which, pursuant to their terms, are privileged, confidential or proprietary. Buyer acknowledges that the above-described materials were prepared by or at the direction of others and that Buyer makes no representation or warranty of any kind with respect to the materials, including but not limited to, their accuracy, completeness, or suitability for reliance thereon by Seller. Notwithstanding any other provision of this Agreement to the contrary, Buyer's delivery to Seller of all such work product shall be a condition precedent to Buyer's right to obtain disbursement of the Deposit upon termination of this Agreement.
Buyer’s Work Product. As consideration for entering into the purchase agreement, if the agreement is cancelled within 90 days, all of Buyer’s work product pertaining to the subject property shall be turned over to Seller. Work product prepared by the Buyer includes surveys, phase one diligence reports, title insurance reports, preliminary site plans, and a preliminary pro forma. Closing Date The sale shall close within 45 days of the date Buyer’s deposit becoming non-refundable unless the closing date is extended at Buyer’s option. Extensions The closing date may be extended for 45 days by a non-refundable deposit of $1,000 to be applied to the purchase price. The closing date may be further extended by 45 days by a non-refundable deposit of $1,000 in addition to the purchase price.
Buyer’s Work Product. As consideration for entering into the Purchase Agreement, if the agreement is cancelled prior to the Closing Date, all of Buyer’s work product pertaining to the subject property shall be turned over to Seller. Buyer’s work product includes but is not limited to surveys, due diligence reports, title reports, preliminary site plans, and a development pro forma.
Buyer’s Work Product. In the event this Agreement terminates for any reason (other than as a result of any breach or default by Seller), then, upon request made by Seller to Buyer in writing, Buyer shall deliver to Seller, at no charge or cost to Seller, without representation or warranty of any kind whatsoever, express or implied, as to accuracy or completeness, all third party reports, assessments and studies obtained or received by Buyer related to the Property, or any portion thereof; provided the foregoing shall not include any attorney work product obtained or received by Buyer related to the Property or any third party work product. The provisions of this Article 5 shall survive the termination of this Agreement.
Buyer’s Work Product. If the Closing hereunder does not occur for any reason other than due to Seller’s breach of this Agreement, then copies of all studies, surveys, test results, analyses, plans, drawings, engineering and other work product concerning the Real Property, or applicable portion thereof, prepared by, for or on behalf of Buyer (collectively, “Buyer’s Work Product”) shall at the option of Seller, following written request therefor by Seller to Buyer, promptly be delivered to Seller at Seller’s cost and expense; provided, however, in no event shall Buyer be obligated to furnish to Seller any: (1) document or correspondence which would be subject to the attorney-client privilege; (2) document or item which Buyer is contractually or otherwise bound to keep confidential; (3) internal memoranda, reports or assessments relating to the valuation or future performance of the Property; or (4) appraisals of the Property whether prepared internally by Buyer or Buyer affiliates or externally. Buyer’s obligations under the immediately preceding sentence shall survive the termination of this Agreement. Any of Buyer’s Work Product delivered to Seller at Seller’s written request pursuant to the terms above shall be delivered by Buyer to Seller without representation or warranty by Buyer to Seller. Buyer shall not in any way be liable or otherwise responsible for any inaccuracies or misstatements set forth therein. Seller will not be entitled to rely on Buyer’s Work Product and, to the extent it does so, will do so at its sole risk.
Buyer’s Work Product. If the Closing hereunder does not occur for any reason other than Seller’s material breach of this Agreement, then all studies, surveys, reports, test results, analyses, architecture, plans, drawings (including, without limitation CAD drawings), engineering and other work product concerning the Property, or applicable portion thereof, prepared by, for or on behalf of Buyer (collectively, “Buyer’s Work Product”) shall at the option of Seller, following written request therefor by Seller to Buyer, promptly be delivered and assigned to Seller free and clear of all claims and at no cost, expense or liability to Seller. Buyer’s obligation under the immediately preceding sentence shall survive the termination of this Agreement. Buyer shall not be required to deliver to Seller any internally prepared financial reports or financial analyses concerning the valuation of the Property. Any Buyer’s Reports delivered to Seller at Seller’s request pursuant to this Section 12.15 shall be delivered by Buyer to Seller without representation or warranty. [balance of page is intentionally left blank; signature page follows on next page] The parties hereto have executed this Agreement as of the day and year set forth below. SELLER: Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, trustees, or their successors, of The Xxxxxxx Family Trust dated May 25, 2004. By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, Trustee By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, Trustee Date: September 22, 2009 Xxxxxx Xxxxx and Xxxxxxx Xxxxx Xxxxx, Trustees of the Jenab Family 1997 Trust dated December 11, 1997 By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx, Trustee By: /s/ Xxxxxxx Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxxx, Trustee Date: September 22, 2009 BUYER: GSI Technology, Inc., or nominee By: /s/ Xxx-Lean Shu Name: Xxx-Lean Shu Title: President and Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer Date: September 22, 2009 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real property in the City of Sunnyvale, County of Santa Xxxxx, State of California, described as follows: Parcel B, as shown on that Parcel Map filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 6, 1973 in Book 324 of Maps, page 24. APN: 104-32-029-00 EXHIBIT B LIST OF DOCUMENTS TO BE DELIVERED OR MADE AVAILABLE TO BUYER 0000 Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx August 6, 2009
Buyer’s Work Product. Upon termination of this Agreement for any reason whatsoever, Buyer shall promptly deliver to Seller all reports,
Buyer’s Work Product. In the event this Agreement terminates for any reason (other than as a result of any uncured breach or default by Seller or by Buyer), then, upon request made by Seller to Buyer in writing and reimbursement by Seller of all costs incurred by Buyer in connection with any third party reports, assessments and studies obtained by Buyer related to the Property, or any portion thereof (the “Third Party Reports”), Buyer shall deliver to Seller, at no charge or cost to Buyer, without representation or warranty of any kind whatsoever, express or implied, as to accuracy or completeness, all Third Party Reports; provided, however, the foregoing shall not include any attorney work product obtained or received by Buyer related to the Property, any third party work product, or any reports, assessments, studies or documents obtained or received by Buyer that are otherwise confidential, privileged or proprietary. Notwithstanding any provision to the contrary, in the event this Agreement terminates as a result of Buyer’s breach or default, in addition to Seller’s other rights and remedies, Buyer shall immediately deliver to Seller all Third Party Reports. The provisions of this Article 5 shall survive the termination of this Agreement.
Buyer’s Work Product. Upon termination of this Agreement for any -------------------- reason whatsoever (other than a default by Seller under this Agreement), Buyer shall promptly deliver to Seller all reports, plans, specifications, studies, drawings, photographs, models, surveys, test results and other documents or work product of Buyer, or its consultants, agents, employees and independent contractors, either received by Buyer from Seller or any third person, or prepared by or for Buyer, relating to the Property or in any way arising out of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, Buyer's delivery to Seller of all such work product shall be a condition precedent to Buyer's right to obtain disbursement of the Deposit upon termination of this Agreement.
