Common use of Diligence Materials Clause in Contracts

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 documentation relating to any outstanding and unresolved Litigation with respect to Seller, any of the Acquired Companies, any Tenant (in connection with the Property) or the Property other than Litigation that is covered by insurance; (xii) information related to mold at any Parcel and copies of any disclosures, communications, notices or claims thereto; (xiii) documentation relating to on-going capital expenditure projects in excess of ten percent (10%) of the value for each respective Parcel; (xiv) to the extent in Seller’s possession and readily accessible, copies of any and all surveys including ALTA surveys, Geotechnical, engineering, environmental, wetland, and all other physical inspections and property condition reports with respect to each of the Parcels, including soil reports; (xv) tax returns for the past five (5) years for each Acquired Company; (xvi) to the extent in Seller’s possession, documentation relating to any prior environmental remediation efforts at the Properties within the period that is the shorter of (a) the past five (5) years prior to the Effective Date, or (b) the period of ownership of the applicable Parcel by the applicable Acquired Company; and (xvii) documentation relating to any open or ongoing environmental remediation efforts at the Properties; and (xviii) a list of all Parcels for which an Acquired Company is receiving Section 8 housing choice voucher payments or other tenant-based rental subsidies benefitting Tenants (“HAP Payments”) pursuant to any Housing Assistance Program (“HAP”). Upon Buyer’s request, Seller further shall provide Buyer access, in the Diligence Room, to any other material documents, reports or financial information material to the Property in the possession or control of Seller, which are not proprietary or attorney-client privileged and which is not Seller’s own work product, which materials shall, upon Buyer’s request, be posted to the Diligence Room, or if such posting is not reasonably feasible at nominal cost shall remain subject to access at Seller’s office. Seller makes no representations or warranties with respect to the Diligence Materials except as expressly provided in this Agreement. Buyer shall be responsible for determining the completeness of the materials delivered pursuant to this Section, and Seller shall have no responsibility therefor.

Diligence Materials. Save and except item (d)(viii) listed belowTo the extent reasonably feasible, within five (5) business 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”):), provided that Buyer acknowledges that several of the items below cannot feasibly be provided within five (5) business days and Seller shall use commercially reasonable diligent efforts to provide the following Diligence Materials as soon as possible, but in no event more than three (3) weeks after the Effective Date: (i) Monthly rent rolls at and since December 31January 1, 2019 2020 (including a delinquency report of Tenant Charge arrearages for each month beginning January 2020), dated December 1, 2020, which rent rolls shall be updated monthly by no later than five (5) Business Days prior the 15th of the following month and shall include details related to any change in status of the Effective Dateproperty for any Parcel(s); (ii) a copy of the form of lease utilized by Seller as of the Effective Date; (iii) copies of all executed leases Existing 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; (iii) to the extent in Seller’s possession or control or to the extent in Seller’s property manager’s possession or control, and readily accessible, written reports with details related to any Parcels that are being held for sale, triage and/or subject to construction; (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) to the extent in Seller’s possession or control or to the extent in Seller’s property manager’s possession or control, and readily accessible 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 or control or to the extent in Seller’s property manager’s possession or control, and readily accessible, certificates of occupancy for each Parcel; (viii) within ten (10) days after the Effective Date, to the extent in Seller’s possessionpossession or control or to the extent in Seller’s property manager’s possession or control, two years of audited financial statements, which shall include 2019 statements for the Acquired Companies for 2018 and 2019; plus 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 or control or to the extent in Seller’s property manager’s possession or control, 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 unit; (x) claims (notices of claim or filed suits including condemnations); (xxi) 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, including all certificates of formation and by-laws, and, to the extent in Seller’s possession or control or to the extent in Seller’s property manager’s possession or control, and readily accessible, historical organizational documents; (xixii) copies of documentation relating to any outstanding and unresolved Litigation with respect to Seller, any of the Acquired Companies, any Tenant (in connection with the Property) or the Property other than Litigation that is covered by insurance; (xiixiii) to the extent in Seller’s possession or control or to the extent in Seller’s property manager’s possession or control, and readily accessible, information related to mold at any Parcel and copies of any disclosures, communications, notices or claims thereto; (xiiixiv) documentation relating to on-going capital expenditure projects in excess of ten percent (10%) of the value for each respective Parcel; (xivxv) to the extent in Seller’s possession or control or to the extent in Seller’s property manager’s possession or control, and readily accessible, copies of any and all surveys including ALTA surveys, Geotechnical, engineering, environmental, wetland, and all other physical inspections and property condition reports with respect to each of the Parcels, including soil reports; (xvxvi) tax returns for the each Acquired Company covering the shorter of (a) the past five (5) years for prior to the Effective Date, or (b) the period of existence of each Acquired Company; (xvixvii) to the extent in Seller’s possessionpossession or control or to the extent in Seller’s property manager’s possession or control,, documentation relating to any prior environmental remediation efforts at the Properties within the period that is the shorter of (a) the past five (5) years prior to the Effective Date, or (b) the period of ownership of the applicable Parcel by the applicable Acquired Company; and (xviixviii) documentation relating to any open or ongoing environmental remediation efforts at the Properties; and (xviiixix) a list of all Parcels for which an Acquired Company is receiving Section 8 housing choice voucher payments or other tenant-based rental subsidies benefitting Tenants (“HAP Payments”) pursuant to any Housing Assistance Program (“HAP”). ; and Upon Buyer’s request, Seller further shall provide Buyer access, post in the Diligence Room, to Room any other material documents, reports or financial information material to the Property in the possession or control of SellerSeller and readily accessible, which are not proprietary or attorney-client privileged and which is not Seller’s own work product, which materials shall, upon Buyer’s request, be posted to the Diligence Room, or if such posting is not reasonably feasible at nominal cost shall remain subject to access at Seller’s office. Seller makes no representations or warranties with respect to the Diligence Materials except as expressly provided in this Agreement. Buyer shall be responsible for determining the completeness of the materials delivered pursuant to this Section, and Seller shall have no responsibility therefor.

Diligence Materials. Save and except item Within ten (d)(viii) listed below, within five (510) days after the Effective Date, Seller Sellers shall place, or shall cause to be placed, the following materials (collectively, the “Diligence 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 2020 (including a delinquency report of Tenant Charge arrearages for each month beginning January 20202021), dated no later than five (5) Business Days prior to the Effective Date; (ii) a copy of the form of lease utilized by Seller Sellers at the Parcels 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, and to the extent in the possession of Sellers or their Affiliates or obtainable by them with reasonable efforts, lease concessions, concessions and 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 and/or Fee Owners 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 Parcels located in a flood zonezone and HOA documentation to the extent in Sellers’ possession or control; (vii) to the extent in the possession of Sellers or their Affiliates or obtainable by them with reasonable efforts, with, to Seller’s knowledge, disclosure of any Parcels with the presence of oil tanks, septic, cistern or well water systems, and HOA documentation; (viiviii) information related to any rental restrictions affecting the Parcels; (ix) two (2) years of audited financial statements of, or to the extent audited financial statements have not been prepared, unaudited financial statements of, the Acquired Companies and the Fee Owners; (x) to the extent in Seller’s the 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 accessibleSellers or their Affiliates or obtainable by them with reasonable efforts, municipal occupancy certificationscertifications and certificates of occupancy, inspection reports, two years one year 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)violations, two years of eviction filing reports by unit (from January 1, 2020 to present) including current open filings, threatened or pending litigation and insurance claims (notices of claim or filed suits including condemnations); (xxi) articles of organization and operating agreements for each of the Acquired CompaniesCompanies and Fee Owners, and plus any other governing documents documents, if any, with respect to the Acquired Companies, if anyCompanies and Fee Owners; (xixii) copies of documentation relating to any outstanding and unresolved Litigation with respect to Seller, any of the Acquired Companies, Fee Owners, any Tenant (in connection with the Property) or the Property other than than, in each case, Litigation that is covered by insurance; (xiixiii) information related to mold at any Parcel to the extent confirmed by testing and copies of any disclosures, communications, notices or claims theretoremains unremediated; (xiiixiv) documentation relating to on-going capital expenditure projects in excess of ten twenty percent (1020%) of the value for each respective Parcel; (xiv) Parcel to the extent in Seller’s possession and readily accessibleor control of Sellers, copies Acquired Companies, Fee Owners, or any of any and all surveys including ALTA surveys, Geotechnical, engineering, environmental, wetland, and all other physical inspections and property condition reports with respect to each of the Parcels, including soil reportstheir respective Affiliates; (xv) tax returns for the past five (5) years for each Acquired CompanyCompany and Fee Owner; (xvi) any and all books and records related to the extent in Seller’s possession, documentation relating to Acquired Companies and/or the Fee Owners (whether maintained by the Acquired Company or by any prior environmental remediation efforts at the Properties other entity within the period that is the shorter of organizational structure), which shall include, without limitation, trial balances, general ledgers, invoices, bank statements, cash disbursement details, accounts payable and accrued expenses, and operating expenses (a) the past five (5) years prior to the Effective Datecollectively, or (b) the period of ownership of the applicable Parcel by the applicable Acquired Company; and“Books and Records”); (xvii) documentation relating to any open or ongoing environmental remediation efforts at the Properties; andcomplete organizational charts of all Acquired Companies and Fee Owners; (xviii) a list of all Parcels for which an Acquired Company any Fee Owner is receiving Section 8 housing choice voucher payments or other tenant-based rental subsidies benefitting Tenants (“HAP Payments”) pursuant to any Housing Assistance Program (“HAP”), including providing (A) true and correct copies of any Contracts related thereto. Upon Buyer’s request, Seller Sellers further shall provide Buyer access, in the Diligence Room, to any other material documents, reports or financial information material to the Property in the possession or control of SellerSellers, which are not proprietary or attorney-client privileged and which is are not Seller’s Sellers’ own work product, which materials shall, upon Buyer’s request, be posted to the Diligence Room, or or, if such posting is not reasonably feasible at nominal cost cost, shall remain subject to access at Seller’s Sellers’ office. Seller makes no representations or warranties ; and (xix) with respect to the Diligence Materials except as expressly provided in this Agreement. Buyer shall be responsible for determining the completeness any Parcels owned by FIN V FL Fee Owner, FIN V NC Fee Owner, and/or FIN V NM Fee Owner, copies of any and all surveys including ALTA surveys, geotechnical, engineering, environmental, wetland, and all other physical inspections and property condition reports with respect to each of the materials delivered pursuant Parcels, including soil reports, to this Sectionthe extent in possession or control of Sellers, and Seller shall have no responsibility thereforAcquired Companies, Fee Owners, or any of their respective Affiliates.

Diligence Materials. Save and except item Within ten (d)(viii) listed below, within five (510) days after the Effective Date, Seller shall place, or shall cause to be placed, the following materials (collectively, the “Diligence 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 2020 (including a delinquency report of Tenant Charge arrearages for each month beginning January 20202021), dated no later than five (5) Business Days prior to the Effective Date; (ii) a copy of the form of lease utilized by Seller at the Parcels 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, and to the extent in the possession of Seller or its Affiliates or obtainable by them with reasonable efforts, lease concessions, concessions and 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 Seller is 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 Parcels located in a flood zonezone and HOA documentation to the extent in the possession or control of Seller or its Affiliates; (vii) to the extent in the possession of Seller or its Affiliates or obtainable by them with reasonable efforts, with, to Seller’s knowledge, disclosure of any Parcels with the presence of oil tanks, septic, cistern or well water systems, and HOA documentation; (viiviii) information related to any rental restrictions affecting the Parcels; (ix) intentionally omitted; (x) to the extent in Seller’s the 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 accessibleor its Affiliates or obtainable by them with reasonable efforts, municipal occupancy certificationscertifications and certificates of occupancy, inspection reports, two years one year 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)violations, two years of eviction filing reports by unit (from January 1, 2020 to present) including current open filings, threatened or pending litigation and insurance claims (notices of claim or filed suits including condemnations); (xxi) articles of organization and operating agreements for each of the Acquired Companies, and any other governing documents with respect to the Acquired Companies, if anyintentionally omitted; (xixii) copies of documentation relating to any outstanding and unresolved Litigation with respect to Seller, to the extent such Litigation involves the Parcels or any of the Acquired CompaniesProperty, any Tenant (in connection with the Property) or the Property other than than, in each case, Litigation that is covered by insurance; (xiixiii) information related to mold at any Parcel to the extent confirmed by testing and copies of any disclosures, communications, notices or claims theretoremains unremediated; (xiiixiv) documentation relating to on-going capital expenditure projects in excess of ten twenty percent (1020%) of the value for each respective Parcel; (xiv) Parcel to the extent in Seller’s possession and readily accessible, copies or control of Seller or any and all surveys including ALTA surveys, Geotechnical, engineering, environmental, wetland, and all other physical inspections and property condition reports with respect to each of the Parcels, including soil reportsits Affiliates; (xv) tax returns for the past five (5) years for each Acquired Companyintentionally omitted; (xvi) to the extent in Seller’s possession, documentation relating to any prior environmental remediation efforts at the Properties within the period that is the shorter of (a) the past five (5) years prior to the Effective Date, or (b) the period of ownership of the applicable Parcel by the applicable Acquired Company; andintentionally omitted; (xvii) documentation relating to any open or ongoing environmental remediation efforts at the Properties; andintentionally omitted; (xviii) a list of all Parcels for which an Acquired Company Seller is receiving Section 8 housing choice voucher payments or other tenant-based rental subsidies benefitting Tenants (“HAP Payments”) pursuant to any Housing Assistance Program (“HAP”), including providing (A) true and correct copies of any Contracts related thereto. Upon Buyer’s request, Seller further shall provide Buyer access, in the Diligence Room, to any other material documents, reports or financial information material to the Property in the possession or control of SellerSeller or its Affiliates, which are not proprietary or attorney-client privileged and which is are not Seller’s own work product, which materials shall, upon Buyer’s request, be posted to the Diligence Room, or or, if such posting is not reasonably feasible at nominal cost cost, shall remain subject to access at Seller’s office. Seller makes no representations or warranties ; and (xix) copies of any and all surveys (including ALTA surveys), geotechnical reports, engineering reports, environmental reports, wetland reports, soil reports, and other physical inspections and property condition reports with respect to the Diligence Materials except as expressly provided in this Agreement. Buyer shall be responsible for determining the completeness each of the materials delivered pursuant Parcels, solely to this Section, and the extent in possession or control of Seller shall have no responsibility thereforor any of its Affiliates or property manager without undue effort.