Common use of Due Diligence Documents Clause in Contracts

Due Diligence Documents. Within three (3) Business Days following the Effective Date, Seller shall deliver to Buyer or Buyer's agent the Due Diligence Documents. Seller hereby agrees that, upon three (3) Business Days' notice to Seller, Buyer and Buyer's agents shall be granted reasonable access during normal business hours to all books and records with respect to the Property maintained by Seller (provided that (A) to the extent any such books and records consist of third-party reports procured by persons other than Seller, Seller shall have no liability or responsibility whatsoever with respect to the content, completeness, or accuracy of such reports, and (B) in no event shall Seller be obligated to disclose to Buyer any copies or terms of insurance maintained by Seller with respect to the Property or otherwise, but Buyer shall have the right to review insurance loss histories in respect of the Property), and that Buyer and Buyer's agents shall be permitted to make copies of such books and records (or any portions thereof). Buyer has advised Seller that Buyer must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with the policies of Buyer and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Buyer's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (1) Seller shall, during normal business hours, allow Buyer's auditors reasonable access to such books and records (excluding the Confidential Information) maintained by Seller (and Seller's manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (2) Seller shall use reasonable efforts to provide to Buyer such financial information and supporting documentation as are necessary for Buyer's auditors to prepare audited financial statements; (3) Seller will make available for interview by Buyer and Buyer's auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (4) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Buyer's auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Buyer with a copy of such audited financial statement, and the foregoing covenant shall survive Closing.

Due Diligence Documents. Within three (3) Business Days following after the Effective DateDate hereof, each of the due diligence documents listed on Schedule 4.1 attached hereto (the “Due Diligence Documents”). As a condition to making the Due Diligence Documents available to Purchaser, Purchaser acknowledges and agrees that (i) the Due Diligence Documents are being provided solely as an accommodation and only for informational purposes, (ii) Purchaser shall have no right to, and will not, rely on any of the Due Diligence Documents or the contents thereof, but will rely on its own investigation and analysis of the Property, (iii) no privity exists between Purchaser and the preparers/authors of the Due Diligence Documents and the Due Diligence Documents and all rights and claims thereunder are, and at all times shall be and remain, the sole property of Seller, and (iv) except as otherwise set forth herein, neither Seller nor any of its representatives or advisors (including the entities that prepared the Due Diligence Documents) have made or are making any representation or warranty, express or implied, as to the accuracy or completeness of the Due Diligence Documents and shall deliver not be liable to Buyer Purchaser (or Buyer's agent any of Purchaser’s partners, representatives, advisors, successor or assigns) for any loss or damage resulting from Purchaser’s use of, or reliance on, the Due Diligence Documents. Purchaser waives, on behalf of itself and its successors and assigns, any and all claims against Seller hereby agrees thatand/or the parties preparing/issuing the Due Diligence Documents which may arise out of or in connection with the Due Diligence Documents, upon three except as expressly permitted herein, and Purchaser (3i) Business Days' notice shall not (unless otherwise required by law) provide a copy of the Due Diligence Documents to Sellerany other party except its officers, Buyer employees, attorneys, investors or potential investors, mortgage brokers, potential lenders, persons retained to inspect and Buyer's agents shall be granted reasonable access during normal business hours to all books and records with respect to evaluate the Property maintained by Seller (provided that (A) to Xxxxxxxxx, and its legal and financial advisors without the extent any such books and records consist prior written consent of third-party reports procured by persons other than Seller, Seller shall have no liability or responsibility whatsoever with respect to the content, completeness, or accuracy of such reports, and (Bii) in no event shall will redeliver the Due Diligence Documents and all copies thereof to Seller be obligated to disclose to Buyer upon any copies termination of this Agreement. Notwithstanding the foregoing or terms of insurance maintained by Seller with respect anything herein to the Property or otherwisecontrary, but Buyer Seller’s failure to deliver to Purchaser items (a) through (c) above within the timeframe set forth herein for providing same shall have not result in the right to review insurance loss histories in respect extension of the Property), and that Buyer and Buyer's agents shall be permitted to make copies of such books and records (or any portions thereof). Buyer has advised Seller that Buyer must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with the policies of Buyer and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Buyer's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (1) Seller shall, during normal business hours, allow Buyer's auditors reasonable access to such books and records (excluding the Confidential Information) maintained by Seller (and Seller's manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (2) Seller shall use reasonable efforts to provide to Buyer such financial information and supporting documentation as are necessary for Buyer's auditors to prepare audited financial statements; (3) Seller will make available for interview by Buyer and Buyer's auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (4) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Buyer's auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Buyer with a copy of such audited financial statement, and the foregoing covenant shall survive ClosingApproval Period.

Due Diligence Documents. Within three (3) Business Days business days after the Effective Date, to the extent not previously provided, Seller shall, at the sole expense of Seller, deliver to Buyer (in electronic format to the extent feasible) all documents pertaining to the Property that have been prepared by, for or at the request of Seller or are in the possession or control of, or are reasonably available to, Seller, including, without limitation, the documents listed on Schedule 3 attached hereto other than any confidential and/or proprietary materials (collectively, the “Seller Deliveries”). Seller hereby acknowledges and agrees that the following are in the possession of or control of, or are reasonably available to, Seller and will be provided as required in the previous sentence: monthly operating statements (year-to-date and for the period of Seller’s ownership); year-end financial statements, audited if available (for the period of Seller’s ownership); and copies of all Tenant Leases (provided that Tenant Leases shall be available for inspection and copying at the Property only). In addition, within five (5) business days after the Effective Date, Seller shall deliver provide Buyer with a list of all the Personal Property (the “Personal Property List”). All information made available by Sellers to Buyer in accordance with this Agreement or obtained by Buyer in the course of its Inspections (excluding any information or documentation that is or becomes generally available to the public other than as a result of the disclosure thereof by Buyer's agent ) shall be treated as confidential information by Buyer, and, prior to the Due Diligence Documentspurchase of the Properties by Buyer, Buyer shall not divulge and shall use its commercially reasonable efforts to prevent its Consultants from divulging such information to any unrelated third parties, except (i) as required by law or by any governmental or quasi-governmental entity, (ii) to consummate the terms of this Agreement, or (iii) to Buyer’s lenders, attorneys and accountants. Seller hereby agrees that, upon The provisions of this paragraph shall survive for three (3) Business Days' notice to Seller, Buyer and Buyer's agents shall be granted reasonable access during normal business hours to all books and records with respect to the Property maintained by Seller (provided that (A) to the extent any such books and records consist of third-party reports procured by persons other than Seller, Seller shall have no liability or responsibility whatsoever with respect to the content, completeness, or accuracy of such reports, and (B) in no event shall Seller be obligated to disclose to Buyer any copies or terms of insurance maintained by Seller with respect to the Property or otherwise, but Buyer shall have the right to review insurance loss histories in respect of the Property), and that Buyer and Buyer's agents shall be permitted to make copies of such books and records (or any portions thereof). Buyer has advised Seller that Buyer must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with the policies of Buyer and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Buyer's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (1) Seller shall, during normal business hours, allow Buyer's auditors reasonable access to such books and records (excluding the Confidential Information) maintained by Seller (and Seller's manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (2) Seller shall use reasonable efforts to provide to Buyer such financial information and supporting documentation as are necessary for Buyer's auditors to prepare audited financial statements; (3) Seller will make available for interview by Buyer and Buyer's auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (4) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Buyer's auditors with a copy of such audited financial statements. If months after the Closing Date Seller obtains an audited financial statement in respect termination of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Buyer with a copy of such audited financial statement, and the foregoing covenant shall survive Closingthis Agreement.

Due Diligence Documents. Within three (3) Business Days following after the Effective DateDate hereof, each of the due diligence documents listed on Schedule 4.1 attached hereto (the “Due Diligence Documents”). As a condition to making the Due Diligence Documents available to Purchaser, Purchaser acknowledges and agrees that (i) the Due Diligence Documents are being provided solely as an accommodation and only for informational purposes, (ii) Purchaser shall have no right to, and will not, rely on any of the Due Diligence Documents or the contents thereof, but will rely on its own investigation and analysis of the Property, (iii) no privity exists between Purchaser and the preparers/authors of the Due Diligence Documents and the Due Diligence Documents and all rights and claims thereunder are, and at all times shall be and remain, the sole property of Seller, and (iv) except as otherwise set forth herein, neither Seller nor any of its representatives or advisors (including the entities that prepared the Due Diligence Documents) have made or are making any representation or warranty, express or implied, as to the accuracy or completeness of the Due Diligence Documents and shall deliver not be liable to Buyer Purchaser (or Buyer's agent any of Purchaser’s partners, representatives, advisors, successor or assigns) for any loss or damage resulting from Purchaser’s use of, or reliance on, the Due Diligence Documents. Purchaser waives, on behalf of itself and its successors and assigns, any and all claims against Seller hereby agrees thatand/or the parties preparing/issuing the Due Diligence Documents which may arise out of or in connection with the Due Diligence Documents, upon three except as expressly permitted herein, and Purchaser (3i) Business Days' notice shall not (unless otherwise required by law) provide a copy of the Due Diligence Documents to Sellerany other party except its officers, Buyer employees, attorneys, investors or potential investors, mortgage brokers, potential lenders, persons retained to inspect and Buyer's agents shall be granted reasonable access during normal business hours to all books and records with respect to evaluate the Property maintained by Seller (provided that (A) to Purchaser, and its legal and financial advisors without the extent any such books and records consist prior written consent of third-party reports procured by persons other than Seller, Seller shall have no liability or responsibility whatsoever with respect to the content, completeness, or accuracy of such reports, and (Bii) in no event shall will redeliver the Due Diligence Documents and all copies thereof to Seller be obligated to disclose to Buyer upon any copies termination of this Agreement. Notwithstanding the foregoing or terms of insurance maintained by Seller with respect anything herein to the Property or otherwisecontrary, but Buyer Seller’s failure to deliver to Purchaser items (a) through (c) above within the timeframe set forth herein for providing same shall have not result in the right to review insurance loss histories in respect extension of the Property), and that Buyer and Buyer's agents shall be permitted to make copies of such books and records (or any portions thereof). Buyer has advised Seller that Buyer must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with the policies of Buyer and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Buyer's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (1) Seller shall, during normal business hours, allow Buyer's auditors reasonable access to such books and records (excluding the Confidential Information) maintained by Seller (and Seller's manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (2) Seller shall use reasonable efforts to provide to Buyer such financial information and supporting documentation as are necessary for Buyer's auditors to prepare audited financial statements; (3) Seller will make available for interview by Buyer and Buyer's auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (4) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Buyer's auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Buyer with a copy of such audited financial statement, and the foregoing covenant shall survive ClosingApproval Period.

Due Diligence Documents. Within three (3) Business Days business days after the Effective Date, to the extent not previously provided, Seller shall, at the sole expense of Seller, deliver to Buyer (in electronic format to the extent feasible) all documents pertaining to the 21 Property that have been prepared by, for or at the request of Seller or are in the possession or control of, or are reasonably available to, Seller, including, without limitation, the documents listed on Schedule 3 attached hereto other than any confidential and/or proprietary materials (collectively, the “Seller Deliveries”). Seller hereby acknowledges and agrees that the following are in the possession of or control of, or are reasonably available to, Seller and will be provided as required in the previous sentence: monthly operating statements (year-to-date and for the period of Seller’s ownership); year-end financial statements, audited if available (for the period of Seller’s ownership); and copies of all Tenant Leases (provided that Tenant Leases shall be available for inspection and copying at the Property only). In addition, within five (5) business days after the Effective Date, Seller shall deliver provide Buyer with a list of all the Personal Property (the “Personal Property List”). All information made available by Sellers to Buyer in accordance with this Agreement or obtained by Buyer in the course of its Inspections (excluding any information or documentation that is or becomes generally available to the public other than as a result of the disclosure thereof by Buyer's agent ) shall be treated as confidential information by Buyer, and, prior to the Due Diligence Documentspurchase of the Properties by Buyer, Buyer shall not divulge and shall use its commercially reasonable efforts to prevent its Consultants from divulging such information to any unrelated third parties, except (i) as required by law or by any governmental or quasi-governmental entity, (ii) to consummate the terms of this Agreement, or (iii) to Buyer’s lenders, attorneys and accountants. Seller hereby agrees that, upon The provisions of this paragraph shall survive for three (3) Business Days' notice to Seller, Buyer and Buyer's agents shall be granted reasonable access during normal business hours to all books and records with respect to the Property maintained by Seller (provided that (A) to the extent any such books and records consist of third-party reports procured by persons other than Seller, Seller shall have no liability or responsibility whatsoever with respect to the content, completeness, or accuracy of such reports, and (B) in no event shall Seller be obligated to disclose to Buyer any copies or terms of insurance maintained by Seller with respect to the Property or otherwise, but Buyer shall have the right to review insurance loss histories in respect of the Property), and that Buyer and Buyer's agents shall be permitted to make copies of such books and records (or any portions thereof). Buyer has advised Seller that Buyer must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with the policies of Buyer and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Buyer's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (1) Seller shall, during normal business hours, allow Buyer's auditors reasonable access to such books and records (excluding the Confidential Information) maintained by Seller (and Seller's manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (2) Seller shall use reasonable efforts to provide to Buyer such financial information and supporting documentation as are necessary for Buyer's auditors to prepare audited financial statements; (3) Seller will make available for interview by Buyer and Buyer's auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (4) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Buyer's auditors with a copy of such audited financial statements. If months after the Closing Date Seller obtains an audited financial statement in respect termination of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Buyer with a copy of such audited financial statement, and the foregoing covenant shall survive Closing.this Agreement. 6.2