Due Diligence Deliveries. To its knowledge, the property information documents delivered by Seller to Purchaser pursuant to Section 3.2, are true and complete copies of such property information documents. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed remade by Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date, subject to Seller's right to update such representations and warranties by written notice to Purchaser and in Seller's certificate to be delivered pursuant to Section 5.1(h) hereof. The provisions of this Section 4.1 shall survive the Closing for a period of one hundred eighty (180) days following the Closing. Except as otherwise expressly provided in this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the Closing, Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by Seller, on behalf of Seller, or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the Tenant under the Lease, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the Tenant under the Lease or the Property, and any other information pertaining to the Property or the market and physical environments in which the Property is located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of Purchaser's own consultants and representatives with respect to the physical, environmental, economic and legal condition of the Property and (ii) that Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (or purported to be made) by Seller or anyone acting or claiming to act on behalf of Seller. Purchaser will inspect the Property and become fully familiar wit...
Due Diligence Deliveries. Within ten (10) days after the Effective Date, Seller shall make available to Purchaser and its authorized representatives, for review at the offices of Seller, or, at Purchaser's option, deliver to Purchaser and its authorized representatives true, complete and legible copies of all information, books, records, contracts, documents, and agreements as may reasonably be requested by Purchaser relating to the Property and to the extent Seller is in possession or control of such items, including, without limitation:
(a) the most recent environmental, engineering and appraisal reports with respect to the Property;
(b) the Hotel Contracts, provided, Purchaser herein acknowledges its prior receipt of same;
(c) the Permits, provided, Purchaser herein acknowledges its prior receipt of same;
(d) all real property and personal property tax statements with respect to the Property for the years 1994, 1995 and 1996, provided, Purchaser herein acknowledges its prior receipt of same;
(e) utility invoices relating to the Property from January 1, 1994 to the present;
(f) the casualty, extended coverage, and general liability insurance policies relating to the Property, together with a certification from Seller that no claims have been made thereunder, except as otherwise disclosed to Purchaser by Seller;
(g) any financial statements prepared by or for Seller or Manager regarding the Property, including monthly income and expense statements for the Property from January 1, 1994 to the present, in the form customarily used by Seller (and accompanying data), and such other financial and operational data as Purchaser shall reasonably require for the years 1994, 1995, 1996 and 1997, provided, Purchaser herein acknowledges its prior receipt of same; and
(h) a list of the amount and nature of the capital expenditures incurred with respect to the Property during the twenty-four (24) months preceding the Effective Date, provided, Purchaser herein acknowledges its prior receipt of same.
Due Diligence Deliveries. Purchaser hereby acknowledges and agrees that it has received copies of the due diligence items set forth on Exhibit “B” attached hereto (collectively, the “Due Diligence Items”).
Due Diligence Deliveries. Seller has provided Buyer with, and Buyer acknowledges receipt of, copies of the materials and documents identified in Exhibit B attached hereto.
Due Diligence Deliveries. To Seller’s knowledge, any Due Diligence Documents delivered by or on behalf of Seller to Purchaser are complete copies of such Due Diligence Documents to the extent in Seller’s possession or control without anything being withheld.
Due Diligence Deliveries. As of the Effective Date, Seller shall have made available for inspection by Buyer the following documents to the extent any of the same are in Seller’s actual possession or control: (i) Copy of all leases, licenses and amendments thereto; (ii) Copy of the most recent and year-to-date operating and financial statements for the Property; (iii) Legal description of the Property; (iv) Copy of the existing title policy; (v) Any service or operating contracts; (vi) Any existing survey; (vii) Architectural and engineering drawings; (viii) Current real estate tax bills; (ix) A list of security deposits; (x) Copy of existing physical, environmental or other engineering reports; (xi) Copy of warranties and guarantees; (xii) Copies of all correspondence and other information relative to violations of law or insurance requirements; (xiii) Copy of certificates of occupancy or compliance or other permits in Seller’s possession applicable to the Property; (xiv) Aerials, topographic information, soil reports, appraisals and property conditions assessments; (xv) Historical financial statements, capital expenditure history, description of capital needs/deferred maintenance and historical expense reimbursement reconciliations;
Due Diligence Deliveries. Buyer acknowledges receipt prior to the -------------------------- Effective Date of the following Delivered Materials, each of which Buyer will have, prior to the end of the Feasibility Period, reviewed and approved (if and to the extent it does not give the Termination Notice): (i) a true and correct copy of each Facility Lease; (ii) Facilities' form of Occupancy Agreement; (iii) Facilities' most recent real property tax statements; (iv) Facilities' governmental licenses and permits;
Due Diligence Deliveries. Buyer acknowledges receipt prior to the -------------------------- Effective Date of the following Delivered Materials, each of which Buyer will have, prior to the end of the Feasibility Period, reviewed and approved (if and to the extent it does not give the Termination Notice): (i) a true and correct copy of the Existing Debt documents; (ii) Facility's form of Occupancy Agreement; (iii) Facility's most recent real property tax statements; (iv) Facility's governmental licenses and permits; (v) Facility's historical occupancy data for calendar years 1999-2001; (vi) Facility's marketing materials, including brochures; (vii) Facility's operations organizational structure; and (viii) Facility's statements of income and expenses of the Facility for calendar years 1999 through 2001 (the "OPERATING STATEMENTS").
Due Diligence Deliveries. Buyer and Seller acknowledge and agree that Seller has provided Buyer with copies of all documents and other information described in this Section 4(b) below (collectively, the “Due Diligence Documents”):
(i) The existing survey of the Two Governor Real Property prepared by Xxxxxx-Xxx Associates, as Job No. M-355, dated April 9, 2008, and the existing Survey of the Five Governor Real Property prepared by San Diego Land Surveying- Engineering, Inc., as Job No. Shoreham P15069AS and updated as of April 14, 2008 (the “Survey”).
(ii) The written environmental, engineering, soil and other physical reports pertaining to the Property specified on Exhibit J.
(iii) A Natural Hazard Disclosure Statement for each Property, as and to the extent prescribed by California law.
(iv) All Leases currently in effect and amendments thereto, specified on Exhibit E.
(v) A rent roll on Seller’s current form.
(vi) The preliminary report for the Property issued by Title Company and legible copies of all documents referenced as exceptions therein (“PTR”).
(vii) All contracts in Seller’s possession relating to Seller’s ownership or operation of the Property in effect on the Effective Date and that may be assignable to Buyer at Closing specified on Exhibit F (“Contracts”), but excluding, however, all property management contracts with Seller, all insurance policies and all sale or leasing brokerage listing agreements, none of which will be assigned to Buyer at the Closing.
(viii) All documents not listed above that are in Seller’s possession and shown on Schedule II attached hereto.
Due Diligence Deliveries. Buyer and Seller acknowledge and agree that Seller has provided Buyer with electronic copies of all documents and other information described in this
