Common use of Deliveries to Purchaser Clause in Contracts

Deliveries to Purchaser. The obligation of Purchaser to close the transaction contemplated hereby is subject to Purchaser's receipt, review, inspection and approval of the Property, and such other books, records, documents and agreements as may be reasonably requested by Purchaser and delivered by Seller and any other information that Purchaser may obtain regarding the Property; provided, however, that Purchaser's right to inspect the Property shall be subject to Section 4.2. Purchaser shall have until 5:00 p.m. Central Standard Time on January 15, 1997, to conduct such inspections (the "Due Diligence Period"), subject to extension as provided in Section 3.2 above. Within ten (10) days after the execution of this Agreement by Seller and Purchaser, Seller shall deliver to Purchaser the following items, data and/or information to the extent Seller is in possession or control of such items: (i) the most recent environmental report(s) with respect to the Property; (ii) maintenance, service or utility contracts; warranties, guarantees, licenses, permits (including franchise or license agreements relating to the operation of the Motel), plans, drawings, engineering reports, specifications, site plans, and certificates of occupancy, relating to the Property or the operation of the Motel; (iii) all of the real estate and personal property tax statements, if any, with respect to the Property for the years 1995 and 1996; (iv) utility invoices relating to the Property from January 1, 1996 to the present, to the extent available; (v) any financial statements prepared by or for Seller regarding the Property and/or the Motel, including monthly income and expense statements for the Property and/or the Motel from January 1, 1994, to the present, in the form customarily used by Seller (and accompanying data), and such other financial and operational data as Purchaser shall reasonably require for the years 1994, 1995, and 1996; (vi) a list of the amount and nature of the capital expenditures incurred with respect to the Property and/or the Motel during the preceding twenty-four (24) months; (vii) the most recent franchise inspection reports prepared by the franchisor or licensor and with respect to the Property and/or the Motel; (viii) an inventory of the Fixtures and Tangible Personal Property, if any; (ix) any leases and other documents relating to existing telephone, computer and other support services with respect to the Property and/or the Motel; and (x) any ground or similar type leases with respect to or associated with the Property and/or the Motel. If, for any reason, Purchaser, in its sole discretion, is not satisfied with any of the foregoing on or before expiration of the Due Diligence Period, then Purchaser, at its option, upon giving Seller written notice thereof at any time on or before expiration of the Due Diligence Period, may elect to terminate this Agreement, in which event the Deposit shall forthwith be returned to Purchaser, and thereupon, this Agreement shall become null and void and neither party shall have any further rights and obligations hereunder. Purchaser's failure to give Seller such notice of termination on or before the expiration of the Due Diligence Period shall be deemed to be Purchaser's election to accept this Agreement and close this transaction as aforesaid. Any and all information delivered to Purchaser by Seller pursuant to this Agreement shall be confidential and Purchaser shall not disclose the same to any person or entity other than Purchaser's counsel, accountant, agents, contractors, representatives and lender consulted in connection with the acquisition of the Motel; and Purchaser covenants that it shall use its best efforts to require such persons to also keep the same confidential. In the event Purchaser causes to be conducted on the Real Property an environmental assessment (the "Report"), Purchaser shall immediatly deliver to Seller a copy of the Report upon receipt thereof.

Deliveries to Purchaser. The obligation of Purchaser to close At the transaction contemplated hereby is subject Closing there shall be delivered to Purchaser: (a) The opinion of Seller's receiptlegal counsel, review, inspection and approval dated the Closing Date in substantially the form of Schedule 8.2(a); (b) Certificates dated as of the PropertyClosing Date, executed by an officer of Seller certifying (i) that the representations and warranties of Seller contained in this Agreement are true and complete in all material respects as of the Closing Date, except for changes contemplated by this Agreement and except for representations and warranties expressly made solely as of a prior date; (ii) that Seller has, in all material respects, performed all of its obligations and complied with all of its covenants set forth in this Agreement to be performed and complied with by it prior to or on the Closing Date; and (iii) that Seller is not aware of any basis for a claim for indemnification under Article XI hereof which could be asserted against Purchaser after the Closing; (c) For each leasehold interest included in the Assets, certificates of estoppel and, if requested by Purchaser, non-disturbance and attornment commitments, from the respective landlords of such leaseholds, acknowledging the existence of the lease for each such leasehold interest, certifying that each such lease remains in full force and effect and that Seller is not in material breach thereof or in default thereunder, certifying that there have been no oral modifications to the lease for each such leasehold interest and that copies of all written modifications have been provided, certifying the amount of the then current rental for the leasehold interest and whether such landlord holds a security deposit for such leasehold, certifying the date of the expiration of the leasehold interest and that no rent due under the lease for each such leasehold that is due and payable has not been paid in full, and consenting to the assignment by Seller to Purchaser of each such other booksleasehold interest without material adverse changes in the terms of each such lease; (d) A written report on the results of searches in the names of Value Vision International, recordsInc. and KVVV for tax, documents lien, and agreements as may judgment filings in the Secretary of State's records of the State of Texas and in the records of any county in which the Assets and the current studio(s) are located, such searches having been made no earlier than thirty (30) days prior to the Closing Date, and the cost of which searches shall be reasonably requested by Purchaser and delivered borne equally by Seller and any other information that Purchaser may obtain Purchaser; (e) Subject to the provisions of Section 1.2 hereof, copies of all Authorizations, Assumed Contracts, blueprints, schematics, working drawings, plans, projections, statistics, engineering records, and all files and records regarding the Property; Assets and used by Seller in connection with the Assets and the Stations' operations (provided, however, that Purchaser's right to inspect the Property shall be subject to Section 4.2. Purchaser shall have until 5:00 p.m. Central Standard Time on January 15such Assumed Contracts, 1997blueprints, to conduct such inspections (the "Due Diligence Period")schematics, subject to extension as provided in Section 3.2 above. Within ten (10) days after the execution of this Agreement by Seller and Purchaser, Seller shall deliver to Purchaser the following items, data and/or information to the extent Seller is in possession or control of such items: (i) the most recent environmental report(s) with respect to the Property; (ii) maintenance, service or utility contracts; warranties, guarantees, licenses, permits (including franchise or license agreements relating to the operation of the Motel)working drawings, plans, drawingsprojections, statistics, engineering reports, specifications, site plansrecords, and certificates of occupancy, relating all such files and records shall be deemed to have been delivered to Purchaser if the Property or same shall be located at the operation premises of the Motel; (iii) all of Station on the real estate and personal property tax statements, if any, with respect to the Property for the years 1995 and 1996; (iv) utility invoices relating to the Property from January 1, 1996 to the present, to the extent available; (v) any financial statements prepared by or for Seller regarding the Property and/or the Motel, including monthly income and expense statements for the Property and/or the Motel from January 1, 1994, to the present, in the form customarily used by Seller (and accompanying dataClosing Date), and such other financial and operational data as Purchaser shall reasonably require for the years 1994, 1995, and 1996; (vi) a list of the amount and nature of the capital expenditures incurred with respect to the Property and/or the Motel during the preceding twenty-four (24) months; (vii) the most recent franchise inspection reports prepared by the franchisor or licensor and with respect to the Property and/or the Motel; (viii) an inventory of the Fixtures and Tangible Personal Property, if any; (ix) any leases and other documents relating to existing telephone, computer and other support services with respect to the Property and/or the Motel; and (xf) any ground or similar type leases with respect to or associated with the Property and/or the Motel. If, for any reason, Purchaser, in its sole discretion, is not satisfied with any of the foregoing on or before expiration of the Due Diligence Period, then Purchaser, at its option, upon giving Seller written notice thereof at any time on or before expiration of the Due Diligence Period, may elect to terminate this Agreement, in which event the Deposit shall forthwith be returned to Purchaser, The documents and thereupon, this Agreement shall become null and void and neither party shall have any further rights and obligations hereunder. Purchaser's failure to give Seller such notice of termination on or before the expiration of the Due Diligence Period shall be deemed instruments required to be Purchaser's election to accept this Agreement and close this transaction as aforesaid. Any and all information delivered by Seller to Purchaser by Seller pursuant to this Agreement shall be confidential and Purchaser shall not disclose at the same to any person or entity other than Purchaser's counsel, accountant, agents, contractors, representatives and lender consulted in connection with the acquisition of the Motel; and Purchaser covenants that it shall use its best efforts to require such persons to also keep the same confidential. In the event Purchaser causes to be conducted on the Real Property an environmental assessment (the "Report"), Purchaser shall immediatly deliver to Seller a copy of the Report upon receipt thereofClosing under Section 2.2(a) hereof.

Deliveries to Purchaser. The obligation At or prior to Closing, Agent, for and on behalf of Purchaser to close the transaction contemplated hereby is subject to Purchaser's receiptSellers, review, inspection and approval of the Property, and such other books, records, documents and agreements as may be reasonably requested by Purchaser and delivered by Seller and any other information that Purchaser may obtain regarding the Property; provided, however, that Purchaser's right to inspect the Property shall be subject to Section 4.2. Purchaser shall have until 5:00 p.m. Central Standard Time on January 15, 1997, to conduct such inspections (the "Due Diligence Period"), subject to extension as provided in Section 3.2 above. Within ten (10) days after the execution of this Agreement by Seller and Purchaser, Seller shall deliver or cause to be delivered to Purchaser the following itemsin form and substance satisfactory to Purchaser, data and/or information acting reasonably: (a) a copy of the Escrow Agreement duly executed by Agent, for and on behalf of Sellers, and Xxxxxx Agent; (b) share certificates representing the Purchased Shares, together with irrevocable stock transfer powers with respect to the extent Seller is Purchased Shares duly executed in possession or control blank by the holders of record; (c) an officer's certificate of the Corporation, dated as of the Closing Date: (A) attaching the current constating documents of the Acquired Companies, including any amendments thereto; (B) attaching all required resolutions of the board of directors and shareholders of the Corporation approving the transfer of the Purchased Shares to Purchaser, and (C) attesting to the incumbency and signatures of the officers of the Corporation; (d) an officer's certificate from each corporate Seller, dated as of the Closing Date: (A) attaching all required resolutions of the board of directors and shareholders of such items:Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby (including the transfer of the Purchased Shares to Purchaser), and (B) attesting to the incumbency and signatures of the officers of such Seller; (e) a certificate of status, compliance, good standing or like certificate with respect to corporate Sellers and the Acquired Companies issued by appropriate government officials of their respective jurisdictions of incorporation, if available in such jurisdiction; #110828415 (f) executed Payoff Letters with respect to any Indebtedness set forth on Part A of Schedule 2.8 of the Disclosure Letter; (g) if requested by Xxxxxxxxx, resignations and releases effective as of Closing by those directors and officers of the Acquired Companies identified by Xxxxxxxxx, duly executed by such directors and officers; (h) mutual releases of Agent, for and on behalf of Sellers and their Affiliates, and Purchaser and its Affiliates (including the Acquired Companies), duly executed by Agent; (i) evidence of the most recent environmental report(s) with respect to the Propertytermination of all Hedge Contracts; (iij) maintenance, service or utility contracts; warranties, guarantees, licenses, permits (including franchise or license agreements relating to the operation evidence of the Motel), plans, drawings, engineering reports, specifications, site plans, and certificates termination of occupancy, relating to the Property or the operation of the Motelany Related Party Agreements in accordance with Section 5.7; (iiik) all a copy of a statement setting forth the real estate and personal property tax statements, if any, with respect to the Property for the years 1995 and 1996Transaction Expenses; (iv) utility invoices relating to the Property from January 1, 1996 to the present, to the extent available; (v) any financial statements prepared by or for Seller regarding the Property and/or the Motel, including monthly income and expense statements for the Property and/or the Motel from January 1, 1994, to the present, in the form customarily used by Seller (and accompanying data), and such other financial and operational data as Purchaser shall reasonably require for the years 1994, 1995, and 1996; (vil) a list copy of the amount and nature of the capital expenditures incurred with respect to the Property and/or the Motel during the preceding twenty-four (24) months; (vii) the most recent franchise inspection reports prepared by the franchisor or licensor and with respect to the Property and/or the Motel; (viii) an inventory of the Fixtures and Tangible Personal Property, if any; (ix) any leases and other documents relating to existing telephone, computer and other support services with respect to the Property and/or the MotelPreliminary Statement; and (xm) any ground or similar type leases with respect to or associated with the Property and/or the Motel. If, for any reason, Purchaser, in its sole discretion, is not satisfied with any copies of the foregoing on or before expiration Employment Agreements, duly executed by each of the Due Diligence Period, then Purchaser, at its option, upon giving Seller written notice thereof at any time on or before expiration of Key Employees and the Due Diligence Period, may elect to terminate this Agreement, in which event the Deposit shall forthwith be returned to Purchaser, and thereupon, this Agreement shall become null and void and neither party shall have any further rights and obligations hereunder. Purchaser's failure to give Seller such notice of termination on or before the expiration of the Due Diligence Period shall be deemed to be Purchaser's election to accept this Agreement and close this transaction as aforesaid. Any and all information delivered to Purchaser by Seller pursuant to this Agreement shall be confidential and Purchaser shall not disclose the same to any person or entity other than Purchaser's counsel, accountant, agents, contractors, representatives and lender consulted in connection with the acquisition of the Motel; and Purchaser covenants that it shall use its best efforts to require such persons to also keep the same confidential. In the event Purchaser causes to be conducted on the Real Property an environmental assessment (the "Report"), Purchaser shall immediatly deliver to Seller a copy of the Report upon receipt thereofCorporation.

Deliveries to Purchaser. The obligation of PURCHASER'S ACCESS TO THE COMPANY'S PROPERTY RECORDS. (a) Purchaser to close the transaction contemplated hereby is subject to Purchaser's receipt, review, inspection and approval acknowledges receipt of the Property, following (and such other books, records, documents and agreements Purchaser further acknowledges that no additional items are required to be delivered by the Company or Seller to Purchaser except as may be reasonably requested by Purchaser and delivered by Seller and any expressly set forth in other information that Purchaser may obtain regarding the Property; provided, however, that Purchaser's right to inspect the Property shall be subject to Section 4.2. Purchaser shall have until 5:00 p.m. Central Standard Time on January 15, 1997, to conduct such inspections (the "Due Diligence Period"), subject to extension as provided in Section 3.2 above. Within ten (10) days after the execution provisions of this Agreement by Seller and Purchaser, Seller shall deliver to Purchaser the following items, data and/or information to the extent Seller is in possession or control of such items:Agreement): (i) Copies of property tax bills and assessor's statements of current assessed value of the Land and Improvements for the most recent environmental report(scurrent year that same have been issued and the year prior to the most current year. (ii) Copies of Property operating statements for the period from January 1, 2001 through December 31, 2002. (iii) 2003 Operating Budget with respect to the Property;. (iv) Copies of the Ground Lease, the DDA, the CC&Rs, the Shared Parking Agreement and the Tax Increment Financing Agreement. (v) Copies of the Leases, the Phase I SNDA and the Phase II SNDA. (vi) Copies of the Supplemental Agreement and the Bonds Escrow Agreement. (vii) An aged tenant receivable report, if any, regarding income from the Tenant. (viii) All Operating Agreements currently in place at the Property, if any. (ix) A copy of the Existing Title Policy. (x) A copy of the Existing Survey. (xi) Copies of the Commission Agreements. (xii) A copy of the City of Cerritos Resolution No. 98-16, dated June 25, 1998. (xiii) Copies of the Certificates of Occupancy issued by the City of Cerritos for each of the two (2) buildings constructed on the Land. (xiv) A copy of the Certificate of Completion for the Required Improvements issued by the Redevelopment Agency of the City of Cerritos dated January 18, 2000, recorded January 31, 2000 in the Los Angeles County Recorder's Office, as instrument no. 00-0148005. (xv) The Certificate, the Amended Certificate and the LLC Operating Agreement. (b) From the Effective Date until the Closing Date or earlier termination of this Agreement, the Company shall allow Purchaser and Purchaser's authorized representatives, on reasonable advance notice and during normal business hours, to have access to the Company's existing non-confidential books, records and files relating to the Property, at the office of the Broker, or at the Company's office at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser's expense) copying the same, including, without limitation, the materials listed below (to the extent any or all of the same are in Seller's or the Company's possession), subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller or the Company may be bound, and provided that neither Seller nor the Company shall be required to deliver or make available to Purchaser (i) any records, reports, notices, test results or other information in Seller's or the Company's possession relating to the environmental condition of the Property other than the Existing Environmental Reports, and (ii) maintenanceany appraisals, service or utility contracts; warrantiesbudgets, guaranteesstrategic plans for the Property, licensesinternal analyses, permits (including franchise or license agreements information regarding the marketing of the Property for sale, submissions relating to Seller's or the operation Company's obtaining of corporate authorization, attorney and accountant work product, or attorney-client privileged documents. Purchaser acknowledges and agrees, however, that neither Seller nor the Motel)Company are making any representation or warranty of any nature whatsoever, plansexpress or implied, drawingswith respect to the ownership, engineering enforceability, accuracy, adequacy or completeness or otherwise of any of such records, evaluations, data, investigations, reports, specificationscost estimates or other materials. If the Closing contemplated hereunder fails to take place for any reason, site plansPurchaser shall promptly return all copies of materials delivered to Purchaser under Section 3.2(a) above or otherwise copied from Seller's or the Company's books, records and certificates of occupancy, files relating to the Property or the operation Membership Interests, and such obligation shall survive the termination of this Agreement. It is understood and agreed that Seller and Company shall have no obligation to obtain, commission or prepare any such books, records, files, reports or studies not now in Seller's or the Motel; (iii) all of the real estate and personal property tax statements, if any, with respect Company's possession. Subject to the Property foregoing, the Company agrees to make available to Purchaser, for inspection and copying, without limitation, the years 1995 following books, records and 1996; (iv) utility invoices files relating to the Property from January 1Property, 1996 to the present, all to the extent available; (v) any financial statements prepared by or for Seller regarding the Property and/or the Motel, including monthly income and expense statements for the Property and/or the Motel from January 1, 1994, to the present, same are in the form customarily used by Seller (and accompanying data), and such other financial and operational data as Purchaser shall reasonably require for the years 1994, 1995, and 1996; (vi) a list of the amount and nature of the capital expenditures incurred with respect to the Property and/or the Motel during the preceding twenty-four (24) months; (vii) the most recent franchise inspection reports prepared by the franchisor or licensor and with respect to the Property and/or the Motel; (viii) an inventory of the Fixtures and Tangible Personal Property, if any; (ix) any leases and other documents relating to existing telephone, computer and other support services with respect to the Property and/or the Motel; and (x) any ground or similar type leases with respect to or associated with the Property and/or the Motel. If, for any reason, Purchaser, in its sole discretion, is not satisfied with any of the foregoing on or before expiration of the Due Diligence Period, then Purchaser, at its option, upon giving Seller written notice thereof at any time on or before expiration of the Due Diligence Period, may elect to terminate this Agreement, in which event the Deposit shall forthwith be returned to Purchaser, and thereupon, this Agreement shall become null and void and neither party shall have any further rights and obligations hereunder. PurchaserCompany's failure to give Seller such notice of termination on or before the expiration of the Due Diligence Period shall be deemed to be Purchaser's election to accept this Agreement and close this transaction as aforesaid. Any and all information delivered to Purchaser by Seller pursuant to this Agreement shall be confidential and Purchaser shall not disclose the same to any person or entity other than Purchaser's counsel, accountant, agents, contractors, representatives and lender consulted in connection with the acquisition of the Motel; and Purchaser covenants that it shall use its best efforts to require such persons to also keep the same confidential. In the event Purchaser causes to be conducted on the Real Property an environmental assessment (the "Report"), Purchaser shall immediatly deliver to Seller a copy of the Report upon receipt thereof.possession:

Deliveries to Purchaser. The obligation of At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser to close the transaction contemplated hereby is subject to Purchaser's receipt, review, inspection and approval each of the Propertyfollowing: (a) an Assignment of Limited Liability Company Interests, substantially in the form of Exhibit A (the “Assignment”), duly executed by Seller; (b) a certificate of the chief financial officer of the Company, dated as of the Closing Date (the “Initial CFO Certificate”), setting forth an estimated consolidated balance sheet of the Company and its Subsidiaries as of the Cut-off Date determined in accordance with GAAP applied in a manner consistent with the Latest Balance Sheet and as described on Exhibit B, together with a calculation of each of the following amounts (which calculation shall, to the extent applicable, be based upon the amounts shown on such other booksestimated balance sheet and, recordsin the case of the calculation of Initial Member’s Equity, documents in a manner consistent with the illustration set forth in Exhibit B): (i) the Total Member’s Equity as of the Cut-off Date (the “Initial Member’s Equity”), including a breakout of the Insurance Accrual Amount; (ii) the Book Value of each of the assets of the Company and agreements as may be reasonably requested its Subsidiaries which is required in order to calculate the adjustments provided for in Section 1.2(a); (iii) the funds required to consummate the purchase from HSF II of all Home Equity Loans owned by Purchaser and delivered HSF II; (iv) the funds required to enable the Company to repurchase all BA Loans held by Seller and any other information that Purchaser may obtain regarding Bank of America, N.A. under the PropertyRepurchase Facility; and (v) the VF Note Amount; provided, however, that Purchaser's right to inspect the Property shall be subject to Section 4.2. Purchaser shall have until 5:00 p.m. Central Standard Time on January 15, 1997, to conduct such inspections (the "Due Diligence Period"), subject to extension as provided in Section 3.2 above. Within ten (10) days after the execution of this Agreement by Seller and Purchaser, Seller shall deliver to Purchaser a draft of the following items, data and/or information Initial CFO Certificate at least three Business Days prior to the extent Closing, and shall identify any changes made to such draft when the final Initial CFO Certificate is delivered to Purchaser at the Closing; (c) the Alliance Agreement, substantially in the form attached hereto as Exhibit C (the “Alliance Agreement”), duly executed by CTX Mortgage and the Company; (d) the Transition Services Agreement, substantially in the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by Seller is and the Company; (e) an instrument indicating that Seller has agreed to the Allocation Schedule; (f) written resignations of the directors or managers of the Company and each of its Subsidiaries and all officers of the Company and each of its Subsidiaries whose primary employment responsibilities are to Seller or its Affiliates (other the Company and its Subsidiaries), in possession each case effective as of the Closing Date; (g) the certificates of officers of Seller and the Company referred to in Section 8.3; (h) a certificate of the Secretary or control an Assistant Secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, attesting to (i) the resolutions of the Board of Managers of Seller authorizing the execution and delivery of this Agreement and the Seller Ancillary Agreements and consummation of the transactions contemplated hereby, and certifying that such items:resolutions were duly adopted and have not been rescinded or amended, (ii) the incumbency and signature of each officer of Seller who executed this Agreement and (iii) the Organizational Documents of Seller (including the absence of amendments to the Certificate of Formation of Seller since the date of the certificate referred to in paragraph (i) below); (i) a certificate of the most Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, attesting to (i) the resolutions of the Board of Managers of the Company authorizing the execution and delivery of this Agreement and the Company Ancillary Agreements and consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended, (ii) the incumbency and signature of each officer of the Company who executed this Agreement and (iii) the Organizational Documents of the Company (including the absence of amendments to the Certificate of Formation of the Company since the date of the certificate referred to in paragraph (j) below); (j) a copy of the Certificate of Formation of Seller certified as of a recent environmental report(sdate by the Secretary of State of the State of Nevada; (k) a copy of the Certificate of Formation of the Company certified as of a recent date by the Secretary of State of the State of Delaware; (l) a certificate from the Secretary of State of the State of Nevada as of a recent date with respect to the Propertyexistence and good standing of Seller; (iim) maintenance, service or utility contracts; warranties, guarantees, licenses, permits (including franchise or license agreements relating to a certificate from the operation Secretary of State of the Motel), plans, drawings, engineering reports, specifications, site plans, and certificates State of occupancy, relating to the Property or the operation Delaware as of the Motel; (iii) all of the real estate and personal property tax statements, if any, a recent date with respect to the Property for existence and good standing of the years 1995 and 1996Company; (ivn) utility invoices relating to a certificate from the Property from January 1, 1996 to the present, to the extent available; (v) any financial statements prepared by Secretary of State or for Seller regarding the Property and/or the Motel, including monthly income and expense statements for the Property and/or the Motel from January 1, 1994, to the present, other comparable Governmental Authority in the form customarily used by Seller (and accompanying data), and such other financial and operational data as Purchaser shall reasonably require for the years 1994, 1995, and 1996; (vi) a list jurisdiction of incorporation or formation of each Subsidiary of the amount and nature Company as of the capital expenditures incurred a recent date with respect to the Property and/or existence and (if applicable under the Motel during the preceding twenty-four (24law of its jurisdiction of incorporation or formation) monthsgood standing of each such Subsidiary; (viio) customary receipts, pay-off letters or similar acknowledgements of the most recent franchise inspection reports prepared by purchase, repurchase or other discharge of loans or obligations in connection with the franchisor or licensor payments made pursuant to (i) Sections 2.2(b), 2.2(c) and with respect to 7.11(e) and (ii) in the Property and/or event Purchaser has not obtained the Motelconsents identified on Section 2.2(d) of the Company Disclosure Schedule, Section 2.2(d); (viiip) an inventory evidence reasonably satisfactory to Purchaser that the actions contemplated by the second sentence of Section 7.11(a) have been completed or will be completed concurrently with the Fixtures and Tangible Personal Property, if any; (ix) any leases and other documents relating to existing telephone, computer and other support services with respect to the Property and/or the MotelClosing; and (xq) any ground or similar type leases with respect to or associated with the Property and/or the Motel. If, for any reason, Purchaser, in its sole discretion, is not satisfied with any of the foregoing on or before expiration of the Due Diligence Period, then Purchaser, at its option, upon giving Seller written notice thereof at any time on or before expiration of the Due Diligence Period, may elect to terminate this Agreement, in which event the Deposit shall forthwith be returned to Purchaser, and thereupon, this Agreement shall become null and void and neither party shall have any further rights and obligations hereunder. Purchaser's failure to give Seller such notice of termination on or before the expiration of the Due Diligence Period shall be deemed other documents required to be Purchaser's election to accept this Agreement and close this transaction as aforesaid. Any and all information delivered to Purchaser by Seller or the Company at the Closing pursuant to this Agreement shall be confidential and Purchaser shall not disclose the same to any person or entity other than Purchaser's counsel, accountant, agents, contractors, representatives and lender consulted in connection with the acquisition of the Motel; and Purchaser covenants that it shall use its best efforts to require such persons to also keep the same confidential. In the event Purchaser causes to be conducted on the Real Property an environmental assessment (the "Report"), Purchaser shall immediatly deliver to Seller a copy of the Report upon receipt thereofAgreement.