Diligence Materials; Diligence Period Access; Defects. (a) The Parties expressly agree and acknowledge that, as of the date of this Agreement, Seller has made available to Buyer with respect to the Real Property and to the extent in Seller’s possession, copies of (i) the Property Leases and the Ground Leases, (ii) certain lender’s and/or owner’s title insurance policies and related materials (the materials described in this clause (ii), the “Pre-Signing Title Materials”), (iii) property surveys and site plans, (iv) environmental reports (such reports, the “Pre-Signing Environmental Materials”), (v) certificates of occupancy, (vi) current real estate tax bills, (vii) rent rolls, (viii) operating statements and (ix) warranties related to improvements constructed thereon. The Parties further agree and acknowledge that, prior to the date hereof, Seller has ordered from applicable service providers, updated title commitments for each Real Property (any such updated title commitments, the “Updated Title Materials” and, together with the Pre-Signing Title Materials, the “Title Materials”), in addition to updated Phase I environmental reports for each Real Property (such updates, the “Updated Environmental Materials” and, together with the Pre-Signing Environmental Materials, the “Environmental Materials”, and the Updated Environmental Materials, together with the Updated Title Materials, the “Updated Diligence Materials”). From and after the date hereof, Seller shall provide to Buyer copies of the Updated Diligence Materials as and when they become available to Seller, but only to the extent Seller has not, as of the date of this Agreement, already provided copies to Buyer of any such Updated Diligence Materials that have been received by Seller (it being agreed and understood that any Updated Diligence Materials made available in Seller’s electronic dataroom to which Buyer and its Representatives have access shall satisfy Seller’s obligations under this sentence). From and after the date hereof, Buyer shall cause the third-party providers of the PCRs to deliver a copy of each PCR to Seller as and when any such PCR is delivered to Buyer. The Parties acknowledge that prior to the expiration of the Diligence Period with respect to the Pre-Cutoff Materials, Buyer identified certain matters with respect to title and environmental matters, as set forth on Annexes J and K, respectively that Buyer believes could potentially constitute Defects. The Parties agree that the matters set forth in Annexes J and K, and Buyer’s delivery to Seller thereof do not constitute Defect Notices hereunder, and instead, the Title Materials and Environmental Materials in respect of the matters set forth in Annexes J and K shall be deemed to be Post-Cutoff Materials delivered to Buyer on the date of this Agreement. Buyer will have (A) with respect to the Title Materials in respect of the matters set forth on Annex J, four (4) Business Days from the date hereof to evaluate such materials to determine whether to deliver a Defect Notice in respect thereof and (B) four (4) Business Days from the date of receipt of any Updated Environmental Materials to evaluate such Updated Environmental Materials (including the Environmental Materials in respect of the matters set forth on Annex K) to determine whether to deliver a Defect Notice in respect thereof.
Appears in 4 contracts
Samples: Equity Interest Purchase Agreement (American Realty Capital Trust V, Inc.), Equity Interest Purchase Agreement (American Realty Capital Healthcare Trust Inc), Equity Interest Purchase Agreement (American Realty Capital Properties, Inc.)
