Delivery of Due Diligence Materials. Within two (2) calendar days after the Effective Date, Sellers shall, to the extent not previously provided or made available for inspection to Purchaser or its Representatives, deliver to Purchaser, or otherwise make available for inspection, all Due Diligence Materials in Sellers’ possession and control including, without limitation, existing surveys of the Properties, as-built drawings of the Properties, title insurance reports or policies, environmental reports and any other environmental related inspections or mitigation reports, and all other documents or information related to the Properties including, without limitation, those items specifically referenced in Exhibit C. From and after Sellers’ delivery of the Due Diligence Materials to Purchaser, Sellers shall within two (2) Business Days provide copies to Purchaser of any documentation or information which comes in Sellers’ possession or control which supplements the Due Diligence Materials. Sellers shall cooperate with Purchaser and provide or make reasonably available to its executives, managers, agents and all books, records and other items reasonably requested by Purchaser relating to the operations of the Properties; provided, however, Sellers shall not be obligated to make available any appraisals, internal memoranda or other proprietary information or attorney work-product relating to the Properties. Notwithstanding anything to the contrary in this Agreement, in no event shall Sellers’ failure to deliver to Purchaser any Due Diligence Materials to Purchaser pursuant to this Section 6.2(b) be deemed a default by Sellers hereunder or entitle Purchaser to any remedies under this Agreement, including, without limitation, the remedies set forth in Section 10.3, provided that Sellers shall endeavor to timely deliver any Due Diligence Materials specifically requested by Purchaser.
Delivery of Due Diligence Materials. In the event that Purchaser shall terminate this Agreement as permitted herein, Purchaser shall provide, or cause to be provided, to Sellers, within five (5) Business Days after such termination and to the extent such items are in the possession of Purchaser or its attorneys, original copies of all surveys, original copies of all environmental reports, appraisals, studies and investigations prepared by or at the request of Purchaser with respect to the Facilities, and copies of all other reports, searches, investigations, studies and materials prepared by or at the request of Purchaser with respect to the Facilities, excluding any internal memoranda and attorney work product. Upon the request of Sellers, Purchaser shall consent to and reasonably cooperate with Sellers in any request from Sellers to any preparer of any such surveys, reports, appraisals, searches, studies, investigations or materials to provide to Sellers written confirmation from such preparer that is addressed to Sellers in form and substance reasonably satisfactory to Sellers and stating that its surveys, reports, appraisals, searches, studies, investigations or materials are certified to Sellers and Sellers are entitled to rely thereon.
Delivery of Due Diligence Materials. Within ten (10) business days after the date of this Agreement, Seller shall deliver to Buyer all documents, reports, agreements, or other items in its possession or control relating to the Property, including without limitation the following (collectively, the “Due Diligence Materials”): (i) all licenses, leases, and permits affecting or relating to the ownership, subdivision, possession or development of the Property or the construction of improvements thereon, and all amendments and modifications thereto; (ii) applications and correspondence or other written communications to or from any governmental entity, department or agency other than Buyer regarding any permit, approval, consent or authorization with respect to the development of the Property or the construction of improvements thereon; (iii) the most recent survey, if any, pertaining to the Property or any portion thereof; and (iv) soils reports, engineering data, environmental reports, and other data or studies pertaining to the Property or any portion thereof.
Delivery of Due Diligence Materials. Within two Business Days or as soon thereafter as is practicable, of (i) the date hereof with respect to the Group A Properties, the Group B Properties and the Group D Properties, or (ii) the Group C Property ROFO Notice or the Group C Property ROFR Notice, with respect to a Group C Property, or at such other times as set forth in this Agreement with respect to the After-Acquired Properties, the applicable MARC Entity shall deliver to First Union copies of all Due Diligence Materials, and any existing Third Party Property Reports it has in its possession relating to the applicable Property(ies), to the extent not already provided. First Union acknowledges that by making the Due Diligence Materials available to First Union, the MARC Principals have not made, and do not make, any representation or warranty, expressed or implied, as to the accuracy or completeness of the Due Diligence Materials except as set forth in this Agreement. In the event the transactions contemplated hereby are not consummated, First Union will, upon request by the MARC Principals, promptly return to the MARC Principals any of the Due Diligence Materials which may have been delivered to First Union.
Delivery of Due Diligence Materials. Upon the date of execution and delivery of this Agreement, Company and Shareholders shall make available to Buyer at Company's corporate offices all of the items listed on Exhibit B ("Due Diligence Materials"). During the "Due Diligence Period"( as hereinafter defined) and thereafter through and including Closing, Shareholders shall cause Company to provide to Buyer, its counsel, accountants and other
(i) full access to all of the Due Diligence Materials, Properties, books, records, contracts and documents of Company for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and Company shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the Business and affairs of Company as Buyer may reasonably request); (ii) access to all employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to all vendors, customers and others having business dealings with Company; Buyer agreeing that such access and Due Diligence Materials are proprietary information of Company and must not be disclosed by Buyer unless and until the transaction contemplated by this Agreement is closed. In the interim, Buyer will use its best efforts to keep strictly confidential the nature and progress of negotiations and discussions between the parties. Buyer shall complete its due diligence investigation of the Exhibit B items within thirty (30) days following the date hereof ("Due Diligence Period").
Delivery of Due Diligence Materials. In the event that Purchaser terminates this Agreement pursuant to Section 9.1(a)(ii) hereof, Purchaser also shall assign, transfer and convey to Sellers all of Purchaser’s right, title and interest in and to all such Surveys, Title Commitments, environmental reports, appraisals, studies and investigations and all other reports, searches, investigations, studies and materials relating to Assets that have not been conveyed and transferred to Purchaser at the time of such termination; provided, however, that, concurrently with the delivery of such items to Sellers, Sellers shall reimburse Purchaser for the actual third-party costs and expenses incurred by Purchaser in obtaining such items; provided, further, however, that the amount of such reimbursement shall not in any event exceed Four Hundred Thousand and No/100 Dollars ($400,000.00). In addition, Purchaser shall ensure that either (a) all such appraisals, reports, searches, investigations, studies, materials and other documents prepared by or at the request of Purchaser pursuant to this Agreement with respect to the Assets are certified to Sellers, or (b) Purchaser obtains a letter from the preparer of each such appraisal, report, search, investigation, study, material or document that is addressed to Sellers in form and substance reasonably satisfactory to Sellers and stating that each such item is certified to Sellers and Sellers are entitled to rely upon each such item prepared by such preparer as if it were addressed to Sellers.
Delivery of Due Diligence Materials. Within five (5) days of the Effective Date, Seller shall deliver to Buyer legible copies of (unless otherwise already provided to Buyer) all documents, reports, agreements, or other items in its possession or control relating to the Property, including, without limitation, the following (collectively, the “Due Diligence Materials”): (i) service contracts; income/expense reports; utility bills; manuals and warranty documents and service records and/or operating instructions for power and energy systems (e.g. HVAC); (ii) completed and executed estoppel certificates from all tenants; all licenses, leases, and permits affecting or relating to the ownership, subdivision, possession or development of the Property or the construction of improvements thereon, and all amendments and modifications thereto; (iii) applications and correspondence or other written communications to or from any governmental entity, department or agency other than District regarding any permit, approval, consent or authorization with respect to the development of the Property or the construction of improvements thereon; (iv) the most recent survey, if any, pertaining to the Property or any portion thereof; (v) soils reports, engineering data, environmental reports, Transfer Disclosure Statements, as-built plans, and other data or studies pertaining to the Property or any portion thereof; (vi) the title policy with exhibits obtained by District upon its purchase of the Property, and (vii) a complete, original size plan set.
Delivery of Due Diligence Materials. In the event of the termination of this Contract, for any reason, Purchaser agrees to deliver to Seller, within thirty (30) days following the termination of this Agreement, copies of all third party due diligence materials which Purchaser has obtained in connection with its investigations of the Property; provided, however, that (i) the delivery of such due diligence materials shall be conditioned upon the preparers of such due diligence materials consenting to such delivery, (ii) such delivery shall be without representation, warranty or liability to Purchaser, and at no expense to Purchaser, and (iii) in no event shall the delivery of such due diligence materials be a condition to the return of the Xxxxxxx Money to Purchaser, should Purchaser be entitled to the return of the Xxxxxxx Money under the terms of this Agreement in connection with such termination.
Delivery of Due Diligence Materials. Within five (5) calendar days following the Effective Date, Seller shall provide to Buyer copies of the following documents and materials pertaining to the Property to the extent within Seller's possession or reasonably obtainable by Seller or Seller's counsel (the "Due Diligence Materials"): (A) a complete copy of the Lease and all amendments thereto and copies of all material correspondence relating thereto; (B) complete copies of the IDB Documents, (C) a copy of all surveys and site plans of the Property; (D) a copy of all environmental and zoning reports for the Property (E) a copy of all architectural plans and specifications and construction drawings for improvements to be located on the Property; (F) a copy of Seller's most recent title insurance commitment or owner's title policy relating to the Property; (G) all service contracts and insurance policies which affect the Property, if any.
Delivery of Due Diligence Materials. To the extent not previously delivered to Buyer, within three (3) business days of the Effective Date, Seller shall make available for inspection and copying by Buyer all records, documents, reports, studies, financial statements, plans, environmental reports, agreements, and other materials which may be within Seller’s possession or control or in the possession or control of any agents and contractors of Seller pertaining to the ownership and operation of the Golf Club (collectively, the “Due Diligence Materials”). Seller and Buyer acknowledge that Seller may deliver the Due Diligence Materials electronically through the establishment of a dropbox, virtual war room or other digital means.
