Diligence Materials Clause Samples

Diligence Materials. The Company has provided to the Company and the Underwriter’s Counsel all materials responsive in all material respects to the diligence requests, if any, submitted to the Company or its counsel by the Underwriter.

Diligence Materials. From and after the Effective Date until the Closing or the earlier termination of this Agreement, Seller shall deliver to Purchaser for Purchaser’s review true, correct and complete copies of any materials pertaining to the Facility that are reasonably requested by Purchaser to the extent such materials are within Seller’s possession or control. Except as otherwise expressly set forth herein, Seller makes no representation or warranty, express or implied, with respect to the accuracy or completeness of any materials, reports, data or other information provided by Seller pursuant to or in connection with this Agreement.

Diligence Materials. The Company has provided to the Representative and Representative’s Counsel all materials required or necessary to respond in all material respects to the diligence request submitted to the Company by the Representative. (nnn) The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Diligence Materials. Promptly upon VICI’s reasonable request therefor, Owner shall provide to VICI additional information reasonably related to the Call Right, to the extent such information is reasonably available to Owner. Further, following delivery of the Call Right Property Package Request, VICI and its consultants and representatives shall have access to the Eastside Convention Center Property pursuant to, and VICI, and its consultants and representatives, shall comply with, the Access Provisions.

Diligence Materials. The Lenders shall have completed due diligence in respect of the Credit Parties in scope, and with results, satisfactory to the Lenders, including, without limitation, a review of (i) the Credit Parties’ five year financial model, (ii) the Credit Parties’ organizational structure and (iii) the internal litigation audit memorandum provided to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP in connection with the Borrower’s 2020 audit.

Diligence Materials. Save and except item (d)(viii) listed below, within five (5) days after the Effective Date, Seller shall place, or shall cause to be placed, the following materials into a link at a website or data room (the “Diligence Room”), in each case solely to the extent the same are within the possession or control of Seller (collectively, the “Diligence Materials”): (i) Monthly rent rolls at and since December 31, 2019 (including a delinquency report of Tenant Charge arrearages for each month beginning January 2020), dated no later than five (5) Business Days prior to the Effective Date; (ii) a copy of the form of lease utilized by Seller as of the Effective Date; (iii) copies of all executed leases and any addendums, amendments, supplements, renewals and/or assignments thereto for current tenants, schedule of leases including lease renewal and expiration data, lease concessions, uncollectable/bad debt expense and screening criteria; (iv) any and all management agreements and service contracts relating to the operations of the Property to which the Acquired Companies are a party, as the same are in existence as of the Effective Date; (v) copies of existing title insurance policies for each of the Parcels (the “Existing Title Policies”); (vi) disclosure of any properties located in a flood zone, with, to Seller’s knowledge, the presence of oil tanks, septic, cistern or well water systems, and HOA documentation; (vii) to the extent in Seller’s possession and readily accessible, certificates of occupancy for each Parcel; (viii) to the extent in Seller’s possession, two years of audited financial statements, which shall include 2019 and 2020 year-to-date estimated P&Ls for each Parcel; provided Seller shall have until October 30, 2020, to deliver such statements; (ix) to the extent in Seller’s possession and readily accessible, municipal occupancy certifications, inspection reports, two years of work order history (including current open work orders), open and unresolved violations and two years of notices of violation (also to include any open violations that originated over two years ago), two years of eviction filing reports by unit including current open filings, threatened or pending litigation and insurance claims (notices of claim or filed suits including condemnations); (x) articles of organization and operating agreements for each of the Acquired Companies, and any other governing documents with respect to the Acquired Companies, if any; (xi) copies of documen...

Diligence Materials. The diligence materials and other information concerning the Company that the Company or its advisors provided to any other Party are true and correct in all material respects.

Diligence Materials. All written due diligence information previously furnished to the Buyer pertaining to historical financial statements, accounting reports, legal opinions, indebtedness, contracts, employment and compensation information is true and correct in all material respects and does not misstate or omit a material fact in order to make the information false or misleading.

Diligence Materials. From and after the Effective Date until the Closing or the earlier termination of this Agreement, Seller and/or Existing Operator shall deliver to Purchaser for Purchaser’s review true, correct and complete copies of any materials pertaining to the Facility that are reasonably requested by Purchaser to the extent such materials are within Seller’s and/or Existing Operator’s possession or control. Except as otherwise expressly set forth herein, Seller and Existing Operator make no representation or warranty, express or implied, HNZW/482102_1.doc (Mountain View)/4232-13 with respect to the accuracy or completeness of any materials, reports, data or other information provided by Seller and/or Existing Operator pursuant to or in connection with this Agreement.