Common use of Due Diligence Deliveries Clause in Contracts

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 with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Property in its "as is" condition, "with all faults," on the Closing Date. The provisions of this paragraph shall survive the Closing until the expiration of any applicable statute of limitations.

Due Diligence Deliveries. To Seller shall use its knowledgebest efforts to expeditiously deliver to Buyer or make available to Buyer at the Hotel copies of the documents and materials regarding the Hotel requested by Buyer prior to the earlier of (i) the expiration of the Due Diligence Period, or (ii) on or before November 10, 1998, if Seller delivers the property Seller Acceleration Notice) (all of such documents and materials delivered or made available being the "DUE DILIGENCE MATERIALS" and which shall include recertifications to Buyer of all of Seller's material third party reports). Seller promptly shall provide to Buyer any supplement, addition or new information documents delivered received or discovered by Seller relating 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 the Property and/or any of the Closing Date, with the same force documents 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 materials delivered pursuant to Section 5.1(h) hereofthis SECTION 5. 1. During the Due Diligence Period and with reasonable advance notice to Seller, Buyer, its employees, agents, contractors and consultants shall be entitled to inspect and photocopy (at Buyer's sole cost and expense), at Seller's Broker's office or at the Hotel during reasonable business hours, the books and records relating to the ownership or operation of the Property in the possession of Seller or Hotel Manager, excluding, however, the Protected Material. As used in this Agreement, "PROTECTED MATERIAL" means appraisals and economic evaluations of the Property prepared for Seller, reports regarding the Property prepared solely for internal use or for the information of the investors in Seller (other than third party due diligence reports, asset management reports and the current operating budget), any confidential materials such as those which are protected by attorney-client privilege, any materials protected by the attorney work product doctrine and any proprietary materials which Seller is prohibited from disclosing under applicable Laws or by agreement. 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 foregoing documents and materials have been delivered or in any documents made available to be executed Buyer to accommodate 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 Purchaserfacilitate Buyer's own consultants and representatives due diligence with respect to the physicalProperty, environmentaland, economic and legal condition except as expressly set forth in this Agreement, Seller makes no representations or warranties regarding the accuracy or thoroughness of the Property information contained in such documents and materials. In addition, upon request by Buyer, Seller shall use its best efforts to cause GWC to provide such documents and materials regarding the Hotel as reasonably requested by Buyer. Upon receipt of such documents and materials, Seller shall expeditiously deliver them to Buyer. As soon as reasonably possible after the end of the Due Diligence Period, Buyer and Seller will compile and agree upon an inventory of the documents and materials provided to Buyer and they will acknowledge in writing such agreement. Notwithstanding the foregoing, (i) Buyer shall not negotiate with, solicit or contact any party which has a group Booking at the Hotel pursuant to a signed agreement for a booking at any other property owned by Buyer for the same period covered by such party's group Booking agreement at the Hotel unless Buyer can provide evidence reasonably satisfactory to Seller that such solicitation or contact was initiated by Buyer prior to the Effective Date; and (ii) that Purchaser is until after the Approval Date, Buyer shall not relying upon any statements, representations or warranties have access to the identity of any kind, other than those specifically set forth members in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made Guest Membership Program (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 with the physical condition thereof and, subject but shall have access to the terms and conditions of this Agreement, shall purchase the Property in its "as is" condition, "with all faults," on the Closing Date. The provisions of this paragraph shall survive the Closing until the expiration identity of any applicable statute of limitationsgroup).

Due Diligence Deliveries. To its knowledge, the property information documents delivered by Seller shall deliver to Purchaser pursuant to Section 3.2within five (5) business days after the execution of this Purchase Agreement, are true and complete copies of the following (the "SUBMISSION MATTERS"), to the extent (and only to the extent) that 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 items are in Seller's certificate to be delivered pursuant to Section 5.1(hactual possession or the possession of its management company or any affiliate thereof: (a) hereof. The provisions copies of this Section 4.1 shall survive the Closing for a period of one hundred eighty leases (180and all amendments thereto) 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 affecting the Property, whether made by Seller, on behalf ; (b) a copy of Seller, or otherwise, including, without limitation, its landscaping contract; (c) all licenses and permits with respect to the physical condition ownership and operation of the Property, including, but not limited to, building permits and certificates of occupancy; (d) to the financial condition extent in Seller's possession, all warranties and guaranties relating to the Property; (e) operating statement for the year 2003; (f) a copy 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 wetlands mitigation information; (g) Seller's existing survey; (h) written notices pertaining to the Property any pending or the market and physical environments in which the Property is located. Purchaser acknowledges threatened condemnation action; and (i) that Purchaser has entered into those additional items listed on the due diligence list attached hereto as Schedule I. Any failure of Seller to timely deliver any of the Submission Matters shall extend the Feasibility Period beyond the period prescribed in this Purchase Agreement with the intention for a number of making and relying upon its own investigation or that of Purchaser's own consultants and representatives with respect days equal to the physicaldelay in Seller's delivery, environmentalnot to exceed thirty (30) days. EXCEPT WITH RESPECT TO ITEMS (A) AND (E) SET FORTH ABOVE, economic and legal condition of the Property and AND SCHEDULE I ITEMS A(1), A(2), A(5), AND A(10)(C) AND (ii) that Purchaser is not relying upon any statementsD), representations or warranties of any kindSELLER MAKES NO REPRESENTATION OR WARRANTY, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the ClosingEXPRESS OR IMPLIED, made (or purported to be made) by Seller or anyone acting or claiming to act on behalf of SellerAS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE SUBMISSION MATTERS OR THE SOURCE THEREOF OR THAT THE SUBMISSION MATTERS CONSTITUTE ALL RECORDS REGARDING THE PROPERTY. Purchaser will inspect the Property and become fully familiar with the physical condition thereof andPURCHASER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT WARRANTED, subject to the terms and conditions of this AgreementAND DOES NOT HEREBY WARRANT, shall purchase the Property in its "as is" conditionTHAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE, "with all faults," on the Closing Date. The provisions of this paragraph shall survive the Closing until the expiration of any applicable statute of limitationsENVIRONMENTAL LAW OR REGULATION OF THE STATE OF LOUISIANA, EAST BATON ROUGE PARISH OR THE CITY OF BATON ROUGE, OR ANY OTHER AUTHORITY OR JURISDICTION.

Due Diligence Deliveries. To its knowledgeOn or before five (5) days after the Effective Date of this Agreement, 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 deliver to Buyer, for examination by Seller as Buyer, all of the Closing Datefollowing items affecting the Property within the possession, custody or control of Seller or its representatives all of the following: a. Copies of all existing “as-built” plans and specifications, surveys, site plans and other drawings or renderings for the Land or Improvements; b. Copies of all existing engineers’ or architects’ reports prepared with the same force and effect as if made on, and as of, such date, subject respect 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 Sellerincluding any existing environmental inspections, on behalf of Sellerassessments, or otherwise, including, without limitation, the physical condition reports and any geotechnical reports; c. Copies of all existing appraisal reports and economic and financial studies relating to the Property; d. Copies of all existing title insurance policy(ies) relating to the Property and any declarations of covenants, the financial condition of the Tenant under the Leaseconditions, title to or the boundaries of easements, and restrictions affecting the Property; and e. Copies of all contracts, 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 Propertyservice agreements, and any other information pertaining obligations with regard to the Property or the market operation thereof, which Buyer shall be required to assume, effective as of the Closing Date (including all prorated deposits, fees, and physical environments costs thereunder), unless Buyer delivers an objection in writing to Seller during the Inspection Period. The date on which all such documents have actually been delivered to Buyer shall be the Property is located“Due Diligence Delivery Date”. Purchaser acknowledges (i) that Purchaser has entered into this Agreement The parties shall, upon the request of either, confirm the actual Due Diligence Delivery Date via electronic mail or other written form of communication, which date shall be deemed fully binding upon Buyer and Seller once confirmed. All such information shall be kept confidential and shall not be disseminated to any third party except Buyer’s attorneys, any lender or lender representative in connection with the intention financing of making Buyer’s acquisition, and relying upon its own investigation any consultant, inspector, accountant, potential service provider or that other third party necessary for the completion of Purchaser's own consultants Buyer’s due diligence activities; and representatives with respect further, provided that, if Buyer fails 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 with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Property in its "as is" conditionfor any reason other than Seller’s default, "with all faults," on the Closing Date. The provisions of this paragraph shall survive the Closing until the expiration of any applicable statute of limitationssuch information will be returned to Seller.

Due Diligence Deliveries. To its knowledgeSeller has previously furnished to Purchaser, or will, not later than three (3) business days after the Effective Date, at Seller’s expense, deliver to Purchaser, or make available to Purchaser on a secure website (except where as indicated below information is to be made available at Seller’s office) the following materials (collectively, the property “Seller’s Information”) to the extent in Seller’s possession or in the possession of any manager or submanager of any portion of the Premises, together with any other information documents delivered on the Property that Purchaser may reasonably request: (a) A copy of the most recent title policy for the Premises; (b) A true, correct and complete copy of the Leases, guaranty of Leases, if any, and any letters of credit, if any, given by the Tenants as a security deposit; (c) A true, correct and complete copy of each written Service Contract, if any, and a true, correct and complete written summary of each oral Service Contract, if any, together with copies of any and all other contracts and agreements relating to the ownership, operation, maintenance and repair of the Premises; (d) That Phase I Environment Site Assessment Update prepared by Trigon Engineering Consultants, Inc., dated November 3, 1997 (Job #151-97-081) which is the only environmental assessment of the Premises prepared for Seller in Seller’s possession. (e) Certificates of occupancy for the Premises, if available; (f) At a single office of Seller, copies of any available plans and specifications relating to the improvements on the Premises; (g) A list of all Personal Property owned by Seller to Purchaser pursuant to Section 3.2, are true and complete copies of such property information documents. The representations and warranties made utilized by it exclusively in this Agreement by Seller shall be continuing and shall be deemed remade by Seller as connection with the operation of the Closing DatePremises; (h) Copies of all permits, with the same force warranties 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 unexpired guaranties 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 if available; (i) At a single office of Seller, or otherwise, including, without limitation, the physical condition all Tenant correspondence files and copies of the Property, the financial condition of the outstanding 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 work order requests for the Property and will allow Purchaser, at Purchaser’s expense, to make copies of any such information if requested; (j) Copies of all Tenant xxxxxxxx for the Premises; (k) A copy of each notice from any tenant claiming or asserting a landlord default under any lease affecting the market Premises; and physical environments in which copies of all notices from any governmental authority within the Property is located. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with past 24 months respecting the intention of making and relying upon its own investigation Premises or that of Purchaser's own consultants and representatives any violations with respect to the physicalPremises; (l) Copy of existing property level loan documents, environmentalif any; (m) Copies of all State and local applications or approvals for historic tax credits, economic rezoning, site plans or building permits; (n) Copies of most recent and legal condition prior two years’ property tax records, tax bills, assessments and assessment appeals; (o) Copies of all current construction warranties on materials, labor and equipment, and all as-built architectural and engineering plans for the Premises; (p) Copies of all operating statements for the past three fiscal years, as well as the current year’s budget which are accurate and complete in every material respect. (q) A list of all capital expenditure made in the past five (5) years and all tenant improvements under each lease affecting the Premises which was paid for, in whole or in part, by landlord which is accurate and complete in every material respect. Seller makes no representation or warranty with respect to the accuracy or completeness of items (a), (d), (f), (j), (l), (m) and (o) above, but Seller states that it does not know of any inaccuracies or lack of completeness of any 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 with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Property in its "as is" condition, "with all faults," on the Closing Date. The provisions of this paragraph shall survive the Closing until the expiration of any applicable statute of limitationsforegoing.

Due Diligence Deliveries. To its knowledgeSeller has previously furnished to Purchaser, or will, not later than three (3) business days after the Effective Date, at Seller’s expense, deliver to Purchaser, or make available to Purchaser on a secure website (except where as indicated below information is to be made available at Seller’s office) the following materials (collectively, the property information documents delivered by Seller “Seller’s Information”) 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 extent 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 ’s possession or in the possession of any documents to be executed and delivered by Seller to Purchaser at the Closing, Seller has not made, and Purchaser has not relied on, manager or submanager of 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 portion of the Property, together with any other information on the financial condition Property that Purchaser may reasonably request: (a) A copy of the Tenant under most recent title policy for the Property; (b) A true, correct and complete copy of the Lease, title guaranty of Lease, if any, and any letters of credit, if any, given by the Tenant as a security deposit; (c) A true, correct and complete copy of each written Service Contract, if any, and a true, correct and complete written summary of each oral Service Contract, if any, together with copies of any and all other contracts and agreements relating to or the boundaries ownership, operation, maintenance and repair of the Property; (d) That Phase I Environment Site Assessment Update prepared by Trigon Engineering Consultants, pest control mattersInc., soil conditionsdated November 3, 1997 (Job #151-97-081) which is the presence, existence or absence of hazardous wastes, toxic substances or other only 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 assessment of the Tenant under the Lease or Property prepared for Seller in Seller’s possession. (e) Certificates of occupancy for the Property, if available; (f) At a single office of Seller, copies of any available plans and specifications relating to the improvements on the Property; (g) A list of all Personal Property owned by Seller and utilized by it exclusively in connection with the operation of the Property; (h) Copies of all permits, warranties and unexpired guaranties for the Property, if available; (i) At a single office of Seller, all Tenant correspondence files and copies of outstanding Tenant work order requests for the Property and will allow Purchaser, at Purchaser’s expense, to make copies of any other such information pertaining to if requested; (j) Copies of all Tenant bxxxxxxx for the Property; (k) A copy of each notice from any tenant claiming or asserting a landlord default under any lease affecting the Property; and copies of all notices from any governmental authority within the past 24 months respecting 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 any violations with respect to the physicalProperty; (1) Copy of existing property level loan documents, 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 with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Property in its "as is" condition, "with all faults," on the Closing Date. The provisions of this paragraph shall survive the Closing until the expiration of any applicable statute of limitations.if any;