Due Diligence Conditions. Purchaser's right to conduct Due ------------------------ Diligence is expressly conditioned upon, and Purchaser, for itself and the Purchaser Parties, covenants and agrees that: (a) all Due Diligence shall be conducted by the Purchaser Parties in a manner which is not disruptive in any material respect to the Tenants or the normal operations of the Property; (b) the Purchaser Parties shall not enter upon the Property except during regular business hours for agreed upon purposes and subject to first coordinating such entry and access with Seller by giving at least one (1) business day prior written notice in advance and detailing the scope of the Due Diligence to be conducted, whether or not Property Manager's presence is required; (c) the Purchaser Parties shall coordinate with Seller and shall not contact any of the Tenants or any parties to the Contracts or Other Contracts, without the prior consent of Seller which shall not be unreasonably withheld, conditioned or delayed and, at Seller's option, the presence of Property Manager at all times, and access to units occupied by Tenants shall be coordinated with Seller by giving at least one (1) business day prior written notice in advance thereof and shall be subject to the terms of the Tenants' respective Leases; (d) the Purchaser Parties shall at all times strictly comply with any and all procedures agreed to in this Section 2.4 for the Due Diligence ----------- and all laws, ordinances, rules and regulations applicable to the Property and shall not engage in any activities that would violate any permits, licenses, environmental, wetlands or other regulations pertaining to the Property; (e) Purchaser shall promptly, and no later than five (5) business days after each entry on the Property, restore or repair, to Seller's reasonable satisfaction, any damage caused by the Due Diligence or other acts or omissions of any of the Purchaser Parties, provided however, Purchaser shall cause any invasive testing, including testing within walls and pipes, to the extent permitted by Seller, to be immediately repaired to Seller's reasonable satisfaction and shall specifically coordinate such testing and repairs in advance with Seller; (f) none of the Purchaser Parties shall engage in any activities that would cause Seller's rights, title, interests or Obligations in or relating to the Property to be adversely affected in any way, including, without limitation, the assertion of any mechanic's liens, and Purchaser shall...
Due Diligence Conditions. The foregoing conditions in this Section 6 are all of Buyer's due diligence conditions precedent, and these conditions precedent are intended solely for the benefit of Buyer. If within Buyer's due diligence period, Buyer does not give Seller written notice of approval of the due diligence contingencies in Buyer's sole and absolute discretion, Buyer shall be deemed to have elected to terminate this Agreement and the Deposit shall be returned to Buyer (together with interest thereon, if any) as more particularly set forth in Section 8 below. In the event Buyer gives written notice of Buyer's acceptance and/or waiver of all said due diligence contingencies, in Buyer's sole and absolute discretion, then this Agreement shall continue in full force and effect. Once Buyer has approved and/or waived its due diligence contingencies, Buyer may not cancel this Agreement except as otherwise set forth herein.
Due Diligence Conditions a. acceptable physical viewing/inspection of the Property;
b. acceptable review of legal title for the Property and any unattached goods;
c. acceptable review of any Permitted Encumbrances;
d. acceptable review of any soil tests and environmental studies; and
e. acceptable review of the following (if applicable):
Due Diligence Conditions. On or prior to the Effective Date Borrower shall have furnished or caused to be furnished to Lender, or Lender shall otherwise obtain (to the extent deemed necessary or advisable to Lender), the following to the extent within Borrower’s, Guarantor’s or Manager’s possession or control, each of which shall be approved by Lender in its sole and absolute discretion:
(a) A current rent roll of the Project (the “Rent Roll”), in form satisfactory to Lender, certified by Borrower and Guarantor and accompanied by all Leases;
(b) Without limiting the generality of the obligation to furnish or cause to be furnished all Leases pursuant to Section 14(a) above, Borrower shall have furnished or caused to be furnished to Lender (1) the Leases for the tenants commonly known as Xxx Xxxxxxxx Identity, Frederick’s Restaurant and Thrifty Liquor, and (2) all amendments to and extensions of the Leases for the tenants commonly known as Park Avenue Cleaners, UPS Store, Solar Nail Salon, Xxxxxx Xxxxx and Subway;
(c) Detailed calculations, on a tenant-by-tenant basis, of all common area maintenance, operating expense, or other “triple-net” costs passed through to the tenant under any Lease;
(d) Evidence satisfactory to Lender that 2011 taxes and assessments for the Project have been paid in full;
(e) Copies of (1) all operating, leasing, and management contracts and agreements for the Project, and (2) to the extent in the possession or control of Borrower, Guarantor or their respective agents, equipment servicing and warranty agreements and other contracts for the use and operation of the Project;
(f) Copies of all surveys and site plans, in Borrower’s or Guarantor’s possession or otherwise readily available to Borrower or Guarantor, pertaining to the Project or any improvement thereof;
(g) Copies of all plans and specifications, in Borrower’s or Guarantor’s possession or otherwise readily available to Borrower or Guarantor, pertaining to the Project or any improvement thereof;
(h) Certificates evidencing the existence and good standing of Borrower and Guarantor and resolutions of Borrower and Guarantor evidencing the authority of Borrower and Guarantor to execute and deliver this Agreement, convey, assign and transfer to Lender the Project and all related agreements, rights, materials and information, under and pursuant to the Deed and the General Assignment, and otherwise to consummate the transactions contemplated by this Agreement;
(i) To the full extent the same are in the poss...
Due Diligence Conditions. Buyer shall conduct its due diligence and either terminate this Agreement or remove Buyer's due diligence contingencies and proceed with this Agreement within ten (10) days of the effective date of this Agreement ("Buyer's due diligence period"). All of Buyer's due diligence contingencies are set forth in this Section 6. To facilitate Buyer's due diligence and to the extent reasonably available to Seller, Seller shall provide Buyer with the documents set forth below.
Due Diligence Conditions. Buyer's approval (in its sole and absolute discretion) of each of:
(i) The structural and environmental integrity of the Real Property (including, without limitation, conformity of the Improvements to the requirements of building health and safety codes, handicap codes, Title III of the Americans with Disabilities Act, OSHA requirements and other applicable Laws, and the state of contamination or potential contamination of the Real Property by Hazardous Substances);
(ii) All other aspects of the physical condition of the Property, including (without limitation) the water-tight integrity of the Improvements, the condition of all power and mechanical systems in the Improvements and the general state of repair of the Property);
(iii) The status and adequacy of the Permits;
(iv) All zoning, land use and similar regulations and restrictions affecting the Property;
(v) The access to and sufficiency of utility, transportation and other public services with respect to the Property;
(vi) The dependence of the Property on the use of any off-site facilities (including, without limitation, parking facilities);
(vii) The Leases and the Tenants;
(viii) Any Service Contracts;
(ix) The operating history of the Property; and
(x) The suitability of the Property for Buyer's purposes.
Due Diligence Conditions. Close of Escrow shall be contingent ------------------------ upon satisfaction or waiver of each of the following conditions ("Due Diligence Conditions") prior to expiration of the Due Diligence Period:
Due Diligence Conditions. Buyer's unconditional written approval, given on or before the Approval Date, of each of:
(i) The seismic and environmental integrity of the Real Property (including, without limitation, conformity of the Improvements to the requirements of seismic safety codes and the state of contamination or potential contamination of the Real Property by Hazardous Substances);
(ii) All other aspects of the physical condition of the Property, including (without limitation) the structural and water-tight integrity of the Improvements, the condition of all power and mechanical systems in the Improvements and the general state of repair of the Property);
(iii) Current zoning and other land use classifications of and restrictions upon the Real Property and any potential changes in such classifications and restrictions;
(iv) The commitment of the Title Company to issue the title endorsements specified in clauses (i) through (v) and (vii) of Section 1.17 above as part of the Title Policy;
(v) The suitability of the Property for Buyer's purposes;
(vi) Confirmation by the Survey that the Improvements contain at least 405 rentable recreational vehicle pads and 172 rentable marina slips.
(vii) A pro forma proration schedule for the rents and periodic payments under the Leases (to be updated at Closing for purposes of Section 2.5.1.1).
Due Diligence Conditions. Buyer's unconditional written approval, give to Seller on or before the Approval Date, of each of:" In addition, Subsection (vi) is amended to read as follows:
Due Diligence Conditions. Buyer shall have Forty-Five (45) Calendar Days from delivery of a Preliminary Title Report for the subject Property from Xxxxxxx Title (the “Due Diligence Period”), to review and approve said Preliminary Title Report and all other documents supplied by Seller pursuant to the preceding Condition 5(a). Seller shall facilitate Buyer’s access to the Property at reasonable times, for any and all physical inspections required by Buyer.
