Delivery of Due Diligence Materials by Seller Sample Clauses

Delivery of Due Diligence Materials by Seller. To the extent within the possession or control of Seller and within three (3) Business Days following the Effective Date, Seller shall deliver to Buyer or make available to Buyer and Buyer's representatives on a CBRE website for inspection, the documents and materials identified on the attached Exhibit "K" (collectively, the "Due Diligence Items"). In addition, following reasonable prior telephonic or written notice from Buyer, Seller agrees to allow Buyer, its authorized agents or representatives, at Buyer's expense, to inspect and make copies of such other documents and property records relating to the ownership, operation and maintenance of the Property, which are not provided to Buyer as part of the Due Diligence Items and which are reasonably requested by Buyer, at Seller's offices. In addition, Seller shall promptly deliver to Buyer any additional material instruments and documents relating to the Property, except for Excluded Information, that Seller's Representative first discovers or obtains after the Effective Date; provided, however, that neither Seller nor Seller's Representative shall have any obligation whatsoever to undertake any search, investigation or inquiry for any such instruments and documents. Notwithstanding the foregoing, the Due Diligence Items shall not include, and Seller shall not be obligated to provide to Buyer, any confidential or privileged materials, any appraisals or other financial analysis prepared by or on behalf of Seller or any other proprietary materials of Seller (collectively, "Excluded Information". Except as expressly provided herein, Seller makes no representations or warranties regarding the accuracy of the Due Diligence Items or that the Due Diligence Items are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's convenience in making its own examination and determination prior to the Contingency Date as to whether it wishes to purchase the Property, and, in so doing, Buyer shall, except as expressly provided herein or in any Other Document (defined below) and rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller.
Sample 1See All (9)
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Delivery of Due Diligence Materials by Seller. Not later than five (5) days after the Date of Agreement, Seller shall deliver or make available to Buyer to the extent in Seller’s possession: (i) copies of all agreements, contracts (including, without limitation, construction contracts), warranties, permits, approvals, plans, specifications, certificates, surveys, boundary surveys, site plans, environmental reports (including, without limitation, any soils and Hazardous Materials reports), improvement plans, utility plans, building plans, building permits, and certificates of occupancy; (ii) copies of the Existing Leases and all amendments thereto and a copy of the Rent Roll; (iii) the Disclosure Statement (defined below); (iv) a list of all service,maintenance and other contracts affecting the Property (the “Service Contracts”) along with complete and accurate copies of the Service Contracts; and (v) copies of operating statements, budgets, and property tax bills for 2007 and year-to-date 2008 (collectively, “Due Diligence Materials”). Seller shall fully cooperate, at no cost or expense to Buyer and subject to Seller’s consent rights in this Agreement, with the performance by Buyer of the due diligence contemplated under Article 8 above.
Sample 1
Delivery of Due Diligence Materials by Seller. Prior to the date of this Agreement, Seller has made available to Buyer and Buyer's representatives vis-à-vis Seller's online due diligence room relating to the Property, for Buyer's inspection and copying at Buyer's expense, any environmental studies, soils studies, plans, specifications, maps, past surveys and other similar materials relating to the physical and environmental condition of the Property ("Reports"), excluding any confidential or proprietary materials or information (including, without limitation, budgets, financial analyses or projections, appraisal reports, organizational, financial and other documents relating to Seller or its affiliates, or any report or studies that have been superseded by subsequent reports or studies). Seller makes no representations or warranties regarding the sufficiency, truthfulness, completeness or accuracy of the Reports or that the Reports are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer's convenience in making its own examination and 753659.08/WLA 374981-00001/4-20-16/pjr/pjr -4- Agreement of Purchase and Sale [20333 South Normandie Avenue] [Bridge Acquisition, LLC]
Sample 1
Delivery of Due Diligence Materials by Seller. To the extent in Seller’s possession or control, Seller shall deliver and/or make available to Buyer (via the online war room at Xxx.xxx (the “Data Site”)) and Buyer’s Representatives (defined below) for inspection any existing environmental studies, soils studies, plans, specifications, maps, surveys and other similar materials relating to the physical and environmental condition of the Property (“Reports”). Seller makes no representations or warranties regarding the accuracy of the Reports or that the Reports are complete copies of the same. All such materials made available by Seller are only for Buyer’s convenience in making its own examination and determination as to whether it wishes to purchase the Property, and, in so doing, Buyer shall rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller.
Sample 1
Delivery of Due Diligence Materials by Seller. To the extent within Seller’s Possession, Seller has, as of the Effective Date, made available to Buyer and Buyer’s representatives on a dropbox (the “Property Data Site”) for inspection and right to copy, at Buyer’s expense, environmental studies, soils studies, reports, investigations, and surveys, and plans, specifications, maps, surveys and other similar materials relating to the physical and environmental condition of the Property (collectively, the “Due Diligence Items”). As used herein, the term “Seller’s Possession” means in the physical possession of Seller’s designated representative, Xxxxxxxxx Xxxxx; provided, however, that any reference in this Agreement to Seller’s Possession of any documents or materials expressly excludes the possession of any such documents or materials that (i) are legally privileged or constitute attorney work product, (ii) are subject to a confidentiality agreement or to applicable law prohibiting their disclosure by Seller, or (iii) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Seller or any of its affiliates. In addition to the foregoing items, throughout the period from the Effective Date through the Closing Date, Buyer shall have access to Seller’s records concerning the leasing, management, operation, repair and other issues concerning the Property. Notwithstanding the foregoing, the Due Diligence Items shall not include any document which (i) is subject to attorney/client privilege, (ii) is subject to any written obligations of confidentiality to a third party which would preclude disclosure of the same to Buyer, or (iii) relates to internal market studies, appraisals or other financial feasibility analysis prepared by or on behalf of Seller. Except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties regarding the accuracy of the Due Diligence Items or that the Due Diligence Items are complete copies of the same. Buyer acknowledges and understands that all such materials made available by Seller are only for Buyer’s convenience in making its own examination and determination prior to the Contingency Date as to whether it wishes to purchase the Property, and, in so doing, except as otherwise expressly provided in this Agreement, Buyer shall rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any mat...
Sample 1
Delivery of Due Diligence Materials by Seller. To the extent within the possession or control of Seller, Seller has previously delivered to Purchaser and Purchaser’s representatives any environmental studies, soils studies, plans, specifications, maps, surveys and other similar materials relating to the physical and environmental condition of the Property (“Reports”). Purchaser acknowledges and understands that all such materials were made available by Seller only for Purchaser’s convenience in making its own examination and determination as to whether it wishes to purchase the Property, and, in so doing, Purchaser shall rely exclusively upon its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Without limiting the generality of the foregoing, Seller has also previously made available the following due diligence items (together with the Reports, collectively, “Due Diligence Items”): (a) to the extent in the possession of Seller or Seller’s property manager, any plans and specifications for the Property; (b) copies of all service contracts or service agreements relating to the operation and maintenance of the Property (collectively, the “Contracts”); (c) property tax bills for the last two (2) fiscal tax years and the property tax xxxx for the current year to the extent in the possession of Seller; and (d) to the extent in the possession of Seller, operating statements for the Property for the last two (2) calendar years and the current year-to-date.
Sample 1
Delivery of Due Diligence Materials by Seller. To the extent within the possession or reasonable control of Seller, and to the extent not previously delivered or made available to Buyer, within one (1) business day after the Opening of Escrow Seller shall make available to Buyer (by means of a "file transfer protocol" (FTP) internet site, or otherwise) for review and copying, at Buyer's expense, the following due diligence items (together with the Reports, collectively, "Due Diligence Items"): (a) any plans and specifications for the Property; (b) copies of all service contracts or service agreements relating to the operation and maintenance of the Property to which Seller is a party, including, without limitation, the service contracts set forth on Exhibit "J" hereto (but expressly excluding (i) any contracts Seller determines are "master contracts" affecting the Property and other properties, (ii) property management agreements related to the Property to which Seller is a party, which Seller shall terminate at or prior to Closing, and (iii) any leasing services agreements related to the property to which Seller is a party) (collectively, the "Contracts" and those contracts described in clauses (i) through (iii), the "Excluded Contracts")); (c) property tax bills for the last two (2) fiscal tax years if the Property has been owned by Seller for more than two (2) years, and the property tax bill for the current year to the extent in the possession of Seller; (d) operating statements for the Property for the last two (2) calendar years and the current year-to-date ("Operating Statements"); (e) any existing ALTA survey; (f) any environmental studies, plans, maps, surveys, structure reports, soil reports and other similar materials relating to the physical and environmental condition of the Property ("Reports"); (g) all Leases; and (h) all notices of non-compliance of laws from all governmental authorities with respect to the Property which remain uncured. Seller acknowledges Buyer may desire to discuss or otherwise inquire about matters related to the Property with various governmental entities and utilities and the other Due Diligence Items with tenants under the Leases and other third parties. In this regard, Xxxxx is permitted to contact all necessary third parties, and discuss with such third parties Due Diligence Items; provided, however, Seller is first given at least two (2) business days' prior written notice and a reasonable opportunity to be present at such contact or discussions at a time and ...
Sample 1
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Related to Delivery of Due Diligence Materials by Seller

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

  • Diligence Materials The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond in all material respects to the diligence request submitted to the Company or Company Counsel by the Representative.

  • Lost Shareholder Due Diligence Searches and Servicing The Trust hereby acknowledges that USBFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Trust as an out-of-pocket expense in accordance with the fee schedule set forth in Exhibit C hereto. If a shareholder remains lost and the shareholder’s account unresolved after completion of the mandatory Rule 17Ad-17 search, the Trust hereby authorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder’s representative or executor) to conduct a more in-depth search in order to locate the lost shareholder before the shareholder’s assets escheat to the applicable state. The Trust hereby acknowledges that USBFS is not a party to these arrangements and does not receive any revenue sharing or other fees relating to these arrangements. Furthermore, the Trust hereby acknowledges that vendor may receive up to 35% of the lost shareholder’s assets as compensation for its efforts in locating the lost shareholder.

  • Due Diligence Review; Information The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

  • Due Diligence Session Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any incidental expense incurred by the Manager in connection therewith.

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

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