Common use of Delivery of Due Diligence Materials Clause in Contracts

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. Within two five (25) calendar days after the Effective Date, Sellers shallSeller, at Seller's sole cost and expense, will deliver to Purchaser (or make available at the Property during normal business hours) for Purchaser's review, to the extent not previously provided or made available for inspection to Purchaser or its Representatives, deliver delivered to Purchaser, true, correct and complete copies of the following, together with all amendments, modifications, renewals or otherwise make available extensions thereof (collectively, the "Due Diligence Materials"): (i) Financial statements and budgets for inspectionthe Hotel for the current year to date and November through December 2002 (the "Financial Statements"); (ii) All real estate and personal property tax statements received by Seller with respect to the Property for the current year and the calendar year immediately prior to the current year; (iii) Construction drawings (to the extent available), final "as-built" plans and specifications for the Hotel; a copy of the title policy; any environmental studies and reports issued to Seller; any topographical, boundary or "as built" surveys; and any engineering or subsurface studies and reports issued to Seller; (iv) All Contracts; (vi) A schedule of all FF&E at the Property owned by Seller; and (vii) The documents evidencing the Intangible Property. Seller makes no representation or warranty whatsoever, express or implied, with respect to the completeness, content or accuracy of the Due Diligence Materials and with respect to any of the matters disclosed therein, except as otherwise expressly provided in Sellers’ possession and control this Agreement. Purchaser hereby releases Seller (including, without limitation, existing surveys Seller's officers, directors, holders of the Propertiesinterests therein and employees) from all claims, as-built drawings demands, causes of the Propertiesaction, title insurance reports or policiesjudgments, environmental reports losses, damages, liabilities, costs and any other environmental related inspections or mitigation reports, and all other documents or information related to the Properties expenses (including, without limitation, those items specifically referenced attorneys' fees and court costs) asserted against or incurred by Purchaser by reason of the information contained in, or that should have been contained in, the Due Diligence Materials, except to the extent of any express representation or warranty by Seller provided in Exhibit C. From and after Sellers’ delivery of this Agreement with respect thereto. Upon Closing, the Due Diligence Materials (other than the title policy, any environmental studies and reports issued to PurchaserSeller, Sellers and any engineering or subsurface studies and reports issued to Seller, each as described in Section 2.2(c)(iii) above) shall within two (2) Business Days provide copies to become the property of Purchaser without payment 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 Purchaseradditional consideration therefor.

Delivery of Due Diligence Materials. Within two ten (210) calendar days after of the Effective Date, Sellers shallthe District shall deliver to Xxxxxx Homes, without representation or warranty as to the extent not previously provided or made available for inspection to Purchaser or its Representativesaccuracy of the information contained therein, deliver to Purchaserany and all documents, reports, agreements, or otherwise make available for inspectionother items in its possession or control relating to the Mirassou Property or within its agents’ or representatives’ possession or control, all including but not limited to (collectively, the "Due Diligence Materials in Sellers’ Materials"): (i) all licenses, leases, rental agreements, tenancies, other rights of occupancy and permits affecting or relating to the ownership, subdivision, possession and control including, without limitation, existing surveys or development of the Properties, as-built drawings Mirassou Property or the construction of the Properties, title insurance reports or policies, environmental reports and any other environmental related inspections or mitigation reportsimprovements thereon, and all amendments and modifications thereto; (ii) applications and correspondence or other documents written communications to or information related from any governmental entity, department or agency other than District regarding any permit, approval, consent or authorization with respect to the Properties includingdevelopment of the Mirassou Property or the construction of improvements thereon as well as community and neighborhood outreach; (iii) the most recent survey, if any, pertaining to the Mirassou Property or any portion thereof; (iv) topography maps, soils reports, engineering data, environmental reports, development agreements, tract map conditions of approval, grading and engineering studies and plans, impact reports or negative declarations, traffic, noise, and drainage studies, improvements plans, improvement agreements and bonds, if any, and other data or studies pertaining to the Mirassou Property; (v) copies of all documents evidencing interests in or affecting the Mirassou Property that are not shown on a title report, if any; and (vi) all documents regarding the existence, use, application or removal of Hazardous Materials (as defined below) on, from, in and/or under the Mirassou Property. Within ten (10) days after Xxxxxx Homes has identified the Xxxxxx Homes Properties, Xxxxxx Homes shall deliver to the District, without limitationrepresentation or warranty as to the accuracy of the information contained therein, those items specifically referenced in Exhibit C. From and after Sellers’ delivery copies of the Due Diligence Materials relating to Purchaser, Sellers the Xxxxxx Homes Properties. Any Due Diligence Materials shall within two (2) Business Days provide copies be provided to Purchaser the other Party without any recourse or liability of any documentation type or information which comes in Sellers’ possession or control which supplements nature. Each Party assumes all risk of any kind with regard to the use of and reliance upon any of the Due Diligence MaterialsMaterials provided by the other Party. Sellers shall cooperate with Purchaser and provide Neither Party is relying upon the other Party for any information related to, concerning, or make reasonably available to its executives, managers, agents and all books, records and other items reasonably requested by Purchaser relating to involving 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 respective properties for 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 Agreementtransaction, 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 Purchaserfair market value of the Properties.

Delivery of Due Diligence Materials. Within two ten (210) calendar days after of the Effective Date, Sellers shallthe District shall deliver to Xxxxxx Homes, without representation or warranty as to the extent not previously provided or made available for inspection to Purchaser or its Representativesaccuracy of the information contained therein, deliver to Purchaserany and all documents, reports, agreements, or otherwise make available for inspectionother items in its possession or control relating to the Mirassou Property or within its agents’ or representatives’ possession or control, all including but not limited to (collectively, the "Due Diligence Materials in Sellers’ Materials"): (i) all licenses, leases, and permits affecting or relating to the ownership, subdivision, possession and control including, without limitation, existing surveys or development of the Properties, as-built drawings Mirassou Property or the construction of the Properties, title insurance reports or policies, environmental reports and any other environmental related inspections or mitigation reportsimprovements thereon, and all amendments and modifications thereto; (ii) applications and correspondence or other documents written communications to or information related from any governmental entity, department or agency other than District regarding any permit, approval, consent or authorization with respect to the Properties includingdevelopment of the Mirassou Property or the construction of improvements thereon as well as community and neighborhood outreach; (iii) the most recent survey, if any, pertaining to the Mirassou Property or any portion thereof; (iv) soils reports, engineering data, environmental reports, development agreements, tract map conditions of approval, grading and engineering studies and plans, impact reports or negative declarations, traffic, noise, and drainage studies, improvements plans, improvement agreements and bonds, if any, and other data or studies pertaining to the Mirassou Property; (v) copies of all documents evidencing interests in or affecting the Mirassou Property that are not shown on a title report, if any; and (vi) all documents regarding the existence, use, application or removal of Hazardous Materials (as defined below) on, from, in and/or under the Mirassou Property. Within ten (10) days after Xxxxxx Homes has identified the Xxxxxx Homes Properties, Xxxxxx Homes shall deliver to the District, without limitationrepresentation or warranty as to the accuracy of the information contained therein, those items specifically referenced in Exhibit C. From and after Sellers’ delivery copies of the Due Diligence Materials relating to Purchaser, Sellers the Xxxxxx Homes Properties. Any Due Diligence Materials shall within two (2) Business Days provide copies be provided to Purchaser the other Party without any recourse or liability of any documentation type or information which comes in Sellers’ possession or control which supplements nature. Each Party assumes all risk of any kind with regard to the use of and reliance upon any of the Due Diligence MaterialsMaterials provided by the other Party. Sellers shall cooperate with Purchaser and provide Neither Party is relying upon the other Party for any information related to, concerning, or make reasonably available to its executives, managers, agents and all books, records and other items reasonably requested by Purchaser relating to involving 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 respective properties for 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 Agreementtransaction, 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 Purchaserfair market value of the Properties.