Common use of Delivery of Information by Seller Clause in Contracts

Delivery of Information by Seller. a. Within THIRTY (30) DAYS after the Effective Date, Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: i. commitment for Title Insurance ("TITLE COMMITMENT") from the Title Company setting forth the status of the title of the Land and Improvements and showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and all other matters of record affecting the Land or Improvements; and ii. a true, complete, and legible copy of all documents referred to in the Title Commitment ("TITLE COMMITMENT DOCUMENTS"). b. Within thirty (30) days after the Effective Date of this Agreement, Seller, at the equally shared cost and expense of Seller and Purchaser, shall deliver to Purchaser a survey ("SURVEY") consisting of a plat and field notes prepared by a licensed surveyor acceptable to Purchaser and Title Company, which Survey shall (i) reflect the actual dimensions of, and area within, the Land, the location of any easements, setback lines, encroachments, or overlaps thereon or thereover, and the outside boundary lines of all Improvements, (ii) identify by recording reference all easements, set back lines, and other matters referred to in the Title Commitment, (iii) include the surveyor's registered number and seal, the date of the Survey, and a certificate satisfactory to Purchaser, (iv) reflect that there is access to and from the Land from a publicly dedicated street or road, (v) be sufficient to cause the Title Company to delete (except for "shortages in area") the printed exception for "discrepancies, conflicts or shortages in area or boundary lines, or encroachments, or any overlapping of improvements" in the Owner's Title Policy to be delivered pursuant to Section 9 hereof, (vi) reflect any area within the Land that has been designated by the Federal Insurance Administration, the Army Corps of Engineers, or any other governmental agency or body as being subject to special or increased flooding hazards, and (vii) in general, comply with the requirements of the Texas Surveyor's Association for a Category 1A Condition II. For purposes of the property description to be included in the general warranty deed to be delivered pursuant to Section 9 hereof, the field notes prepared by the surveyor shall control any conflicts or inconsistencies with EXHIBIT A hereto, and such field notes shall be incorporated herein by this reference upon their completion and approval by Purchaser. c. Within thirty (30) days after the Effective Date of this Agreement, Seller, at its sole cost and expense, shall deliver to Purchaser current searches of all Uniform Commercial Code financing statements filed with the Office of the Secretary of State of Texas and the County Clerk of Jefferson County, Texas against Seller and Seller's predecessors in title reflecting all effective financing statements then of record relating to the Property or any part thereof. d. Within thirty (30) days after the Effective Date of this Agreement, Seller, at its sole cost and expense, shall deliver to Purchaser (i) legible copies of all Property Agreements; (ii) copies of all engineering and technical reports in the possession of Seller or its representatives that concern the Land or Improvements, including oils testing reports and reports of environmental or hazardous waste inspections or surveys; (iii) copies of all plans and specifications that describe or relate to the Improvements; and (iv) profit and loss statements reflecting the results of operation of the Property for the preceding year. The documents described in this Section 5(d) are herein collectively called the "DOCUMENTS", and the information contained in the Documents is herein collectively called the "INFORMATION".

Delivery of Information by Seller. a. Within THIRTY fifteen (3015) DAYS days after the Effective Date, Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: i. commitment for Title Insurance ("TITLE COMMITMENT") from the Title Company, underwritten by Chicago Title Insurance Company or Commonwealth Land Title Insurance Company, setting forth the status of the title of the Land and Improvements and showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and all other matters of record affecting the Land or Improvements; and ii. a true, complete, and legible copy of all documents referred to in the Title Commitment ("TITLE COMMITMENT DOCUMENTS"). b. Within thirty fifteen (3015) days after the Effective Date of this Agreementa request from Purchaser, Seller, at the equally shared its sole cost and expense of Seller and Purchaserexpense, shall deliver to Purchaser a an updated survey ("SURVEY") consisting of a plat and field notes prepared by a licensed surveyor acceptable to Purchaser and Title Company, which Survey shall (i) reflect the actual dimensions of, and area within, the Land, the location of any easements, setback lines, encroachments, or overlaps thereon or thereover, and the outside boundary lines of all Improvements, (ii) identify by recording reference all easements, set back lines, and other matters referred to in the Title Commitment, (iii) include the surveyor's registered number and seal, the date of the Survey, and a certificate satisfactory to Purchaser, (iv) reflect that there is access to and from the Land from a publicly dedicated street or road, (v) be sufficient to cause the Title Company to delete (except for "shortages in area") the printed exception for "discrepancies, conflicts or shortages in area or boundary lines, or encroachments, or any overlapping of improvements" in the Owner's Title Policy to be delivered pursuant to Section 9 hereof, (vi) reflect any area within the Land that has been designated by the Federal Insurance Administration, the Army Corps of Engineers, or any other governmental agency or body as being subject to special or increased flooding hazards, and (vii) in general, comply with the requirements of the Texas Surveyor's Association for a Category 1A Condition IIan ALTA survey. For purposes of the property description to be included in the general warranty deed to be delivered pursuant to Section 9 hereof, the field notes prepared by the surveyor shall control any conflicts or inconsistencies with EXHIBIT Exhibit A hereto, and such field notes shall be incorporated herein by this reference upon their completion and approval by Purchaser. c. Within thirty fifteen (3015) days after the Effective Date of this Agreement, Seller, at its sole cost and expense, shall deliver to Purchaser current searches of all Uniform Commercial Code financing statements filed with the Office of the Secretary of State of Texas New Mexico and the County Clerk of Jefferson CountySan Juan Xxxnty, Texas New Mexico against Seller and Seller's predecessors in title reflecting all effective financing statements then of record relating to the Property or any part thereof. d. Within thirty fifteen (3015) days after the Effective Date of this Agreement, Seller, at its sole cost and expense, shall deliver to Purchaser (i) legible copies of all Property Agreements; (ii) copies of all engineering and technical reports in the possession of Seller or its representatives that concern the Land or Improvements, including oils testing reports and reports of environmental or hazardous waste inspections or surveys; (iii) copies of all plans and specifications that describe or relate to the Improvements; and (iv) profit and loss statements reflecting the results of operation of the Property for the preceding year. The documents described in this Section 5(d) are herein collectively called the "DOCUMENTS", and the information contained in the Documents is herein collectively called the "INFORMATION".

Delivery of Information by Seller. a. Within THIRTY (30a) DAYS after the Effective Date, Seller, at its sole cost and expense, shall deliver has previously delivered or cause caused to be delivered to Purchaser the following: i. commitment (1) Commitment for Title Insurance ("TITLE COMMITMENT") from the Title Company setting forth the status of the title of the Land Office Building Property, the Improvements, and Improvements the ground lessee's interest under the Ground Lease in and to the Ground Lease Property, showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, restrictions and all other matters of record affecting such Real Property based on the Land or ImprovementsTitle Company's title examination of each such tract and/or interest in Real Property; and ii. a (2) A true, complete, complete and legible copy of all documents referred to in the Title Commitment ("TITLE COMMITMENT DOCUMENTS"). The Title Company is directed to deliver a copy of the Title Commitment and Title Documents to Seller, Purchaser and their counsel (as per the notice provisions hereof) simultaneously. b. (b) Within thirty three (303) business days after the Effective Date of this AgreementDate, Seller, at the equally shared its sole cost and expense of Seller and Purchaserexpense, shall deliver to Purchaser a current survey ("SURVEY") of the Land consisting of a plat and field notes prepared by a licensed surveyor acceptable to Purchaser and Title Company, which Survey shall state that it meets the conditions and requirements of a Category 1A, Condition II Survey per the Surveying Standards and Specifications of the Texas Society of Professional Surveyors and, at Purchaser's option as it may elect (i) reflect the actual dimensions of, and area within, the Land, the location of any easements, setback lines, encroachments, encroachments or overlaps thereon or thereover, and the outside boundary lines of all Improvements, Improvements and the Ground Lease Improvements (ii) identify by recording reference all easements, set back lines, lines and other matters referred to in the Title Commitment, (iii) include the surveyor's registered number and seal, the date of the Survey, Survey and a certificate satisfactory to Purchaser, (iv) reflect that there is access to and from the Land from a publicly dedicated street or road, (v) be sufficient to cause the Title Company to delete (except for "shortages in area") the printed exception for "discrepancies, conflicts or shortages in area or boundary lines, or encroachments, or any overlapping of improvements" in the Owner's Title Policy to be delivered pursuant to Section 9 8 hereof, (vi) reflect any area within the Land that has been designated by the Federal Insurance Administration, the Army Corps of Engineers, or any other governmental agency or body as being subject to special or increased flooding hazards, and (vii) in general, comply with the requirements contain such other information as Purchaser may elect. At least two copies of the Texas Surveyor's Association for a Category 1A Condition IISurvey will be delivered to each Seller, Purchaser and their counsel promptly upon its receipt by Seller. For purposes of the property description to be included in the general special warranty deed to be delivered pursuant to Section 9 8 hereof, the field notes prepared by the surveyor shall control any conflicts or inconsistencies with EXHIBIT A "A" hereto, and such field notes shall be incorporated herein by this reference upon their completion and approval by Purchaser provided that there is no material discrepancy between the description contained in the Survey prepared by Purchaser and the description initially provided on EXHIBIT "A" hereto, but if any land is contained in the description of the Office Building Property prepared by Purchaser's surveyor that is not contained in the description on EXHIBIT "A" hereto then Seller shall quitclaim to Purchaser all right, title and interest of Seller, if any, in and to such additional lands. The Ground Lease Assignment will not contain a legal description of the Ground Lease Property, but rather will refer to the Ground Lease Property solely by reference to the description contained in original recorded instrument in the Xxxxxx County Real Property Records evidencing the existence of the Ground Lease. c. Within thirty (30c) days after the Effective Date of this Agreement, Seller, at its sole cost and expense, shall deliver has heretofore delivered to Purchaser current searches of all Uniform Commercial Code financing statements filed with the Office of the Secretary of State of Texas and the County Clerk of Jefferson Xxxxxx County, Texas Texas, against Seller and Seller's predecessors in title reflecting all effective financing statements then of record relating to the Property or any part thereof. d. Within thirty (30d) days after Prior to the Effective Date of this Agreementdate hereof, SellerSeller represents that it has, at its sole cost and expense, shall deliver delivered to Purchaser (i) legible Copies of the Ground Lease relating to the Ground Lease Property (except documents of record, which will be part of the Title Commitment Documents); (ii) Copies of all existing Leases, including all amendments, letter agreements, and guaranties, if any, relating thereto; (iii) Operating Statements for the Building for the past two years, including copies of ad valorem tax statements for the past two years, and any notice or correspondence actually received by Seller relating to assessed valuation for the year 2002; (iv) Copies of all Property Agreements; (iiv) copies Copies of all third-party prepared engineering and technical environmental inspections, soil reports, maintenance inspections and equipment reports prepared for Seller in relation to the Building and its operation; (vi) To the extent in Seller's possession of Seller or reasonably under its representatives that concern the Land or Improvementscontrol, including oils testing reports and reports of environmental or hazardous waste inspections or surveys; (iii) copies of all as-built plans and specifications that describe or relate of the Real Property; (vii) Brief summary of any and all pending lawsuits related to the ImprovementsReal Property if involving Seller as a party; (viii) To the extent in Seller's possession or reasonably under its control, copies of any current certificates of occupancy (or compliance) that have been issued for the Real Property; and (ivix) profit To the extent actually received by Seller, copies of notices regarding condemnation, noncompliance with laws or regulations, and loss statements reflecting insurance cancellations, if any, relating to the results of operation of the Property for the preceding yearProperty. The documents described in this Section 5(d4(d) are herein collectively called the "DOCUMENTS", ," and the information contained in the Documents is herein collectively called the "INFORMATION"." Notwithstanding anything to the contrary or apparent contrary herein, no Documents or Information shall ever be required to include attorney-client privileged communications. Purchaser agrees that it will not in any manner rely on any of the Operating Statements or other financial history of the Property as provided by Seller hereunder, which shall be deemed of non-material effect for all purposes, and will instead, at Purchaser's own risk, rely only on its own evaluation of expected operating expense and income and/or on the opinion and/or projections of experts hired by Purchaser to evaluate the same (if Purchaser feels it cannot make such forecasts or projections with reasonable accuracy on its own).

Delivery of Information by Seller. a. 1. Within THIRTY (30) DAYS ten days after the Effective Datedate of this Agreement, Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: i. 1. commitment for Title Insurance (the "TITLE COMMITMENTTitle Commitment") from ---------------- the Title Company setting forth the status of the title of the Land Land, and the Improvements and showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and all other matters of record affecting the Land or Land, and the Improvements; and; ii2. a true, complete, and legible copy copies of all documents referred to in the Title Commitment and tax certificates showing the current outstanding ad valorem taxes due on the Land and the Improvements (the "TITLE COMMITMENT DOCUMENTSTitle Documents"); and --------------- 3. current searches of all uniform commercial financing statements filed with the office of the Secretary of State of Texas and the County Clerk of the County where the Land is located (collectively, the "UCC Search"), against Seller ---------- reflecting all effective financing statements then of record relating to the Property or any part thereof. b. 2. Within thirty (30) ten days after the Effective Date date of this Agreement, Seller, at the equally shared cost and expense of Seller and Purchaserits expense, shall deliver or cause to be delivered to Purchaser a survey (the "SURVEYSurvey") consisting of a plat and field notes prepared by a ------ licensed surveyor acceptable to Purchaser and Title Company, which Survey shall (i) reflect the actual dimensions of, and area within, the Land, the location of any easements, rights-of-way, setback lines, encroachments, or overlaps thereon or thereover, and the outside boundary lines of all Improvementsimprovements, (ii) identify by recording reference all easements, set back rights-of-way, setback lines, and other matters referred to in the Title Commitment, (iii) include the surveyor's registered number and seal, the date of the SurveySurvey was performed, and a certificate satisfactory to Purchaser, (iv) reflect that there is access to and from the Land from a publicly dedicated street or road, (v) be sufficient to cause the Title Company to delete (except for "shortages in area") the printed exception for "discrepancies, conflicts or shortages in area or boundary lines, or encroachments, or any overlapping of improvements" in the Ownerowner's Title Policy policy of title insurance to be delivered pursuant to Section 9 hereof9, (vi) reflect any area within the Land that has been designated by the Federal Insurance Administration, the Army Corps of Engineers, or any other governmental agency or body as being subject to special or increased flooding hazards, and (vii) . in general, comply with the requirements of the Texas Surveyor's Association Society of Professional Surveyors for a Category 1A 1A, Condition IIII survey. For purposes of the property description to be included in the general special warranty deed to be delivered pursuant to Section 9 hereof9, the field notes prepared by the surveyor shall control any conflicts or inconsistencies with EXHIBIT Exhibit A hereto, --------- and such field notes shall be incorporated herein by this reference upon their completion and approval by Purchaser. c. Within thirty (30) 3. As soon as practicable but in no event later than ten days after the Effective Date date of this Agreement, Seller, at its sole cost and expense, shall will deliver to Purchaser current searches of all Uniform Commercial Code financing statements filed with the Office true, correct and complete copies (or where specifically indicated, original counterparts) of the Secretary of State of Texas and following, together with all amendments, modifications, renewals or extensions thereof (provided, however, in the County Clerk of Jefferson Countyevent that the Closing does not actually occur, Texas against Seller and Purchaser shall return such information to Seller's predecessors in title reflecting all effective financing statements then of record ): 1. All Warranties relating to the Property or any part thereof.thereof which are still in effect; d. Within thirty 2. Financial statements, operating statements, budgets and Federal and State income tax returns relating to the Property, to the extent that such items have been prepared, for the current year to date and each of the years prior to the year of this Agreement that Seller has owned the Property (30the "Financial Statements"), and, to the extent not reflected in -------------------- such items and reasonably available to Seller, itemization of annual insurance premiums for each such year for fire, extended coverage, workers' compensation, vandalism and malicious mischief, general liability, business interruption, rents and other forms of insurance shown thereon; expenses incurred for water, electricity, natural gas, sewer and other utility charges; total rents and revenues collected from tenants and from hotel guests and other patrons of the Property; management fees; maintenance, repairs and other expenses relating to the management and operation of the Property; historical occupancy statistics for the Property; and all capital expenditures made during the aforementioned periods; 3. All Licenses; 4. Copies of all documents, filings, and instruments relating to the Tradenames; 5. All of the most recent real estate and personal property tax statements with respect to the Property and notices of appraised value for the Land and Improvements; 6. To the extent in Seller's possession or control or readily obtainable without material expense, all engineering and architectural plans, drawings and specifications relating to the Property, as well as copies of any environmental reports, engineering reports and subsurface or soils studies affecting the Property. If the Property is purchased by Purchaser, to the extent assignable, all such documents and information shall thereupon be and become the property of Purchaser without payment of any additional consideration therefor; 7. All Service Contracts and a schedule of such Service Contracts including, without limitation, a schedule of media and advertising commitments and programs (the "Schedule of Service ------------------- Contracts"); --------- 8. All Leases, if any, a schedule of any such Leases ("Schedule -------- of Leases") and all agreements for real estate commissions, --------- brokerage fees, finder's fees or other compensation payable by Seller in connection therewith which would be binding on Purchaser after Closing, if any; 9. To the extent in Seller's possession or control, all notices received from governmental authorities in connection with the Property within the most recent 12 months; 10. A list of all current employees of Seller at the Property and their salaries or wages and all employment benefits accompanied by copies of their employment agreements and/or union contracts, if any; 11. All FF&E Leases, if any, and a schedule of any such FF&E Leases (the "Schedule of FF&E Leases"); ----------------------- 12. Seller's guest comments results and call reports relating to potential customers, if any, with respect to the Property; 13. The most recent inventory of the FF&E and Supplies to the extent such inventory exists; 14. A schedule of Deposits and the utility reservations (the "Schedule of Deposits and Utility Reservations"); --------------------------------------------- 15. Standard market segment reports identifying the aggregate segments by month for 1996 and including the number of room nights and rate information, and group business information for 1996 (as well as tentative and other booking information for 1997) identifying only the top five (5) clients in each group segment, the number of groups, the average daily rates, the receivables by collection category, any special series (such as transportation or food and/or beverage service) included in the rate or otherwise committed, and the termination dates of the various agreements giving rise to the foregoing. Purchaser agrees that it shall not make use of the names of Seller's clients disclosed in the above information for competitive purposes prior to Closing or if this Agreement does not close; 16. Copies of all records or other information relating to advance bookings for the Property; and 17. Such other documents or information to the extent in Seller's possession or control as may be reasonably requested by Purchaser no later than 20 days after the Effective Date of this Agreement, Seller, at its sole cost and expense, shall deliver to Purchaser (i) legible copies of all Property Agreements; (ii) copies of all engineering and technical reports in the possession of Seller or its representatives that concern the Land or Improvements, including oils testing reports and reports of environmental or hazardous waste inspections or surveys; (iii) copies of all plans and specifications that describe or relate to the Improvements; and (iv) profit and loss statements reflecting the results of operation of the Property for the preceding year. The documents described in this Section 5(d) are herein collectively called the "DOCUMENTS", and the information contained in the Documents is herein collectively called the "INFORMATION"execution hereof.