Common use of Due Diligence Costs Clause in Contracts

Due Diligence Costs. If a Non-Core Parcel or Virginia Parcel is to be transferred to a third-party purchaser pursuant to SECTION 8.3 below, and provided Buyer has not elected to submit a counter-offer as permitted by said SECTION 8.3, then concurrently with the execution and delivery of the Transition Agreement pertaining to such Parcel pursuant to SECTION 8.3(a) below, Buyer shall deliver to Seller, such third-party purchaser and their designees any and all appraisals, environmental reports, Title Reports and Surveys prepared by or for Buyer with respect to such Parcel in connection with the transactions contemplated herein. Concurrently with the delivery by Buyer of such appraisals, environmental reports, Title Reports and Surveys, Buyer shall assign to Seller, such third-party purchaser and/or their designees, by written assignment in a form reasonably required by Seller, all of Buyer's rights in and to such appraisals, environmental reports, Title Reports and Surveys. Seller shall use its good faith efforts to cause such third-party purchaser to reimburse the Buyer for the actual cost of all such appraisals, environmental reports, Title Reports and Surveys that are so delivered and assigned to Seller, such third-party purchaser and/or their designees at the time of assignment of the same. To the extent that such third-party purchaser does not so reimburse the Buyer for the actual cost of such appraisals, environmental reports, Title Reports and/or Surveys after Seller has used its good faith efforts to cause such third-party to so reimburse Buyer, then promptly following the assignment of such appraisals, environmental reports, Title Reports and/or Surveys as provided above, Seller shall reimburse Buyer for (and shall pay to Buyer) the actual cost of all such appraisals, environmental reports, Title Reports and Surveys (to the extent the same have not been reimbursed by such third-party purchaser); PROVIDED THAT, in no event shall the aggregate payments made by Seller to Buyer hereunder with respect to the Non-Core Parcel and/or Virginia Parcel appraisals, environmental reports, Title Reports and/or Surveys exceed Thirty Thousand Dollars ($30,000) in total for all Non-Core Parcels and Virginia Parcels. Any costs pertaining to such appraisals, environmental reports, Title Reports and Surveys that are not reimbursed to Buyer by the third-party purchaser or Seller (as provided hereinabove) shall be borne exclusively by Buyer.

Due Diligence Costs. If a Non-Core Parcel or Virginia Parcel is to be transferred to a third-party purchaser pursuant to SECTION 8.3 belowThe Members and their respective Affiliates have heretofore incurred, and provided Buyer has not elected may hereafter incur prior to submit a counterthe Closing Date, third party out-offer as permitted by said SECTION 8.3, then concurrently with the execution of-pocket costs and delivery of the Transition Agreement pertaining to such Parcel pursuant to SECTION 8.3(a) below, Buyer shall deliver to Seller, such third-party purchaser and their designees any and all appraisals, environmental reports, Title Reports and Surveys prepared by or for Buyer with respect to such Parcel expenses in connection with the transactions contemplated herein. Concurrently acquisition of the Real Property, negotiation of the Purchase Agreement and their respective due diligence analyses and other evaluations of the Real Property and the Project, including, without limitation, engineering and feasibility costs and expenses and costs and expenses related to or associated with analyzing, the delivery Real Property and the Project (collectively, the “Contract and Due Diligence Costs”; such costs shall include, without limitation, costs (including without limitation, attorneys’ fees) incurred by Buyer of such appraisals, environmental reports, Title Reports Xxxxxxxxx in reviewing and Surveys, Buyer shall assign to Seller, such third-analyzing work conducted by Sponsor or its agents) and third party purchaser and/or their designees, costs and expenses incurred by written assignment the Members in a form reasonably required by Seller, all of Buyer's rights in and to such appraisals, environmental reports, Title Reports and Surveys. Seller shall use its good faith efforts and associated with or related to cause such third-party purchaser the negotiation and execution of this Agreement and the Project Coordination Agreement (collectively, “Member Negotiation Expenses”). The Contract and Due Diligence Costs and the Member Negotiation Expenses incurred through the Effective Date (including without limitation deposits made by Sponsor or Sponsor’s Affiliates pursuant to reimburse the Buyer for Purchase Agreement) are listed on the actual cost of all such appraisals, environmental reports, Title Reports attached Exhibit “C” and Surveys that are so delivered hereby approved by the Members. All expenses listed on Exhibit “C” shall be reimbursed by the Company. Sponsor and assigned to Seller, such third-party purchaser and/or their designees at Xxxxxxxxx shall provide the time of assignment Executive Committee with a written estimate of the sameContract and Due Diligence Costs until acquisition of the Real Property for Executive Committee approval. To the extent that The Company shall pay or reimburse each Member for all Contract and Due Diligence Costs and Member Negotiation Expenses, incurred by such third-party purchaser does not so reimburse the Buyer for the actual cost of such appraisals, environmental reports, Title Reports and/or Surveys after Seller has used its Member in good faith efforts pursuant to cause the terms hereof and approved by the Executive Committee and included within the Initial Budget that is approved by the Executive Committee, or shall credit such third-party to so reimburse Buyer, then promptly following the assignment of approved amounts against such appraisals, environmental reports, Title Reports and/or Surveys as provided above, Seller shall reimburse Buyer for (and shall pay to Buyer) the actual cost of all such appraisals, environmental reports, Title Reports and Surveys (Member’s Initial Capital Contribution to the extent the same have not been reimbursed by and as hereinafter provided, so that each Member’s share of such third-party purchaser); PROVIDED THAT, in no event shall the aggregate payments made by Seller to Buyer hereunder with respect to the Non-Core Parcel and/or Virginia Parcel appraisals, environmental reports, Title Reports and/or Surveys exceed Thirty Thousand Dollars ($30,000) in total for all Non-Core Parcels and Virginia Parcels. Any costs pertaining to such appraisals, environmental reports, Title Reports and Surveys that are not reimbursed to Buyer by the third-party purchaser or Seller (as provided hereinabove) shall be borne exclusively by Buyerin proportion to their respective Percentage Interests.

Due Diligence Costs. If a Non-Core Parcel or Virginia Parcel is to be transferred to a third-party purchaser pursuant to SECTION 8.3 belowOperating Member, TRS, REIT, MN Retail and their respective Affiliates have heretofore incurred, and provided Buyer has not elected to submit a countermay hereafter incur, third party out-offer as permitted by said SECTION 8.3, then concurrently with the execution of-pocket costs and delivery of the Transition Agreement pertaining to such Parcel pursuant to SECTION 8.3(a) below, Buyer shall deliver to Seller, such third-party purchaser and their designees any and all appraisals, environmental reports, Title Reports and Surveys prepared by or for Buyer with respect to such Parcel expenses in connection with the transactions contemplated hereinnegotiation of the Purchase Agreement, including without limitation, their due diligence analyses and other evaluations of the Company Property and any engineering and feasibility costs and expenses (collectively, the “Contract and Due Diligence Costs”; such costs shall include, without limitation, costs (including, without limitation, attorneys’ fees) incurred by MN Retail in reviewing and analyzing work conducted by Operating Member or its agents). Concurrently MN Retail, MN Retail Party, TRS, REIT and Operating Member have heretofore incurred third party costs and expenses in connection with the delivery negotiation and execution of this Agreement, and the Property Management Agreement (collectively, the “Member Negotiation Expenses”). For purposes of this Section 4.01(a), Operating Member’s, TRS’ and REIT’s Member Negotiation Expenses shall be limited to the actual third party costs and expenses incurred by Buyer Operating Member, TRS, and REIT solely in connection with the negotiation and execution of this Agreement, and the Property Management Agreement (and shall exclude, without limitation, any other costs and expenses that Operating Member, TRS or REIT may have incurred or may hereafter incur in connection with any prior negotiations and/or transactions with any Person other than MN Retail or MN Retail Party relating to the Company Property). Provided that the Company acquires the Company Property pursuant to the Purchase Agreement, (i) the Company shall pay or reimburse MN Retail for (A) all Contract and Due Diligence Costs, and (B) all Member Negotiation Expenses incurred by MN Retail and MN Retail Party, and (ii) the Company shall pay or reimburse Operating Member, TRS and REIT for all such appraisalsMember Negotiation Expenses incurred by Operating Member, environmental reportsTRS and REIT, Title Reports in each case, to the extent such Member seeking reimbursement has provided the Company and Surveysthe other Members with documentary evidence and such other evidence, Buyer shall assign reasonably satisfactory to Sellerthe Company, such third-party purchaser and/or their designees, by written assignment in a form reasonably required by Seller, all of Buyer's rights in and relating to such appraisals, environmental reports, Title Reports and SurveysMember Negotiation Expenses. Seller shall use its good faith efforts to cause such third-party purchaser to reimburse the Buyer for the actual cost Each Category A Member’s share of all such appraisalscosts, environmental reports, Title Reports expenses and Surveys that are so delivered consideration shall be in proportion to their respective Category A Percentage Interests and assigned to Seller, such third-party purchaser and/or their designees at the time of assignment of the same. To the extent that such third-party purchaser does not so reimburse the Buyer for the actual cost of such appraisals, environmental reports, Title Reports and/or Surveys after Seller has used its good faith efforts to cause such third-party to so reimburse Buyer, then promptly following the assignment of such appraisals, environmental reports, Title Reports and/or Surveys as provided above, Seller shall reimburse Buyer for (and shall pay to Buyer) the actual cost each Category B Member’s share of all such appraisalscosts, environmental reports, Title Reports expenses and Surveys (to the extent the same have not been reimbursed by such third-party purchaser); PROVIDED THAT, in no event shall the aggregate payments made by Seller to Buyer hereunder with respect to the Non-Core Parcel and/or Virginia Parcel appraisals, environmental reports, Title Reports and/or Surveys exceed Thirty Thousand Dollars ($30,000) in total for all Non-Core Parcels and Virginia Parcels. Any costs pertaining to such appraisals, environmental reports, Title Reports and Surveys that are not reimbursed to Buyer by the third-party purchaser or Seller (as provided hereinabove) consideration shall be borne exclusively by Buyerin proportion to their respective Category B Percentage Interests.