Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, Seller shall deliver to Buyer the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below, the “Due Diligence Items”): 4.1.1. The Survey to the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “Survey” as provided in this Agreement); 4.1.2. The Title Report and the Title Documents; 4.1.3. Copies of the Contracts; 4.1.4. Copies of any management or leasing agreements affecting the Property; 4.1.5. Copies of the real estate and personal property tax statements covering the Property or any portion thereof for each of the two (2) years prior to the current year and, if available, for the current year; 4.1.6. A schedule of all current or pending litigation with respect to the Property or any portion thereof, if any; 4.1.7. Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date; 4.1.8. An inventory of the Tangible Personal Property; and 4.1.9. Copies of the Leases and the Ground Lease. 4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office: 4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to the Property; and 4.2.2. Any and all Tenant files, books and records relating to the ownership and operation of the Property. 4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
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Samples: Purchase and Sale Agreement (G REIT Liquidating Trust)
Due Diligence Items. 4.1. Within 4.1 Seller shall deliver to Buyer each of the following by no later than two (2) business days after following the Effective Date, Seller shall deliver to Buyer the following items at Seller’s cost and expense Date (collectively, and together with the items described in Section 4.2 below4.2, collectively, the “Due Diligence Items”):
4.1.1. 4.1.1 The Survey to existing survey of the extent such Survey exists Property in Seller’s possession (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “Survey” as provided in this Agreement”);
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the “Title Report”) for the issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the “Title Documents”);
4.1.3. Copies 4.1.3 A list of the Contracts;
4.1.4. Copies of any management all tenant leases, contracts, including service contracts, warranties, management, maintenance, leasing commission or leasing other agreements affecting the Property, if any, together with copies of the same;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two three (23) years prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two (2) full calendar years and monthly operating statements for the calendar year to date;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any; and
4.1.9. Copies 4.1.8 True and complete copies of all documents evidencing or pertaining to the Leases and the Ground LeaseLoan.
4.2. To the extent in existence and in Seller’s possession, 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours (or as otherwise agreed) at Seller’s management office:
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any.
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery 4.2.3 All other items relating to the Property which are located at Seller’s management office or availability of the Due Diligence Items by Seller shall be without warranty otherwise within Seller’s possession or representation whatsoever, express or impliedcontrol, including, without limitation, any warranty all notices, statements and correspondence delivered to or representation as to ownershipreceived from Lender, accuracyexcept internal financial projections, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary appraisals, and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required materials reasonably deemed by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are Seller to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege proprietary or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyerconfidential.
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Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, Seller shall deliver to Buyer each of the following items at Seller’s cost and expense within two (2) days of the Opening of Escrow (collectively, and together with the items described in Section 4.2 below, the “"Due Diligence Items”"):
4.1.1. The Survey to existing survey of the extent such Survey exists Property, if any (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “"Survey” as provided in this Agreement");
4.1.2. The A current preliminary title report or title commitment (the "Title Report") for the issuance of a policy of title insurance to Buyer from the Escrow Holder, together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the "Title Documents");
4.1.3. Copies A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with copies of the Contractssame shall be available for inspection. Seller agrees not to enter into any additional contracts or agreements prior to Close of Escrow which cannot be canceled upon thirty (30) days written notice without cost, penalty, or obligation unless such contracts or other agreements are approved by Buyer, which approval shall not be unreasonably withheld or delayed;
4.1.4. Copies All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of any management or leasing agreements affecting the PropertySeller, if any, shall be made available for inspection at Seller's offices;
4.1.5. Copies True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. Operating statements for the most recent two full (2) calendar years and monthly operating statements shall be available for the calendar year to dateinspection;
4.1.8. An inventory of the Tangible Personal Property; and
4.1.9. Copies of the Leases and the Ground Lease.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to the Property; and
4.2.2. Any and all Tenant The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller Property shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwiseavailable for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility An inventory of purchasing all personal property located on the Property. Buyer agrees not to disclose , used in the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase maintenance of the Property (collectivelyor stored for future use at the Property and an inventory of all furniture and appliances used in the units, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyerif any.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Due Diligence Items. 4.1. Within two Seller shall, within five (25) business days after the Effective Date (the “Delivery Date”), Seller shall deliver to Buyer each of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below, the “Due Diligence Items”):
4.1.1. The Survey to Seller’s most recent survey of the extent such Survey exists Real Property (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “Survey” as provided ”) which shall be subsequently updated by Seller in conformance with the ALTA/ASCM Standard Detail Requirements and Accuracy Standards for improved properties of this Agreement)nature, to a date after the Effective Date, with the updated being delivered to Buyer within thirty (30) days of the Effective Date;
4.1.2. The Title Report Copies of all Leases presently in effect with respect to the Real Property, together with any amendments or modifications and the Title Documentscorrespondences thereof;
4.1.3. Copies A “rent roll” with respect to the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the ContractsReal Property: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.4. Copies An aging report showing, with respect to each Tenant of any management or leasing agreements affecting the Real Property, the date through which such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding 24 months;
4.1.5. Copies A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Real Property, if any, together with copies of the same;
4.1.6. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller or under the control of Seller, if any;
4.1.7. True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.64.1.8. A schedule of all current or pending litigation with respect to the Real Property or any portion part thereof, if any, or otherwise with respect to Seller that might have a material adverse effect on Seller’s ability to perform hereunder, together with a brief description of each such proceeding;
4.1.74.1.9. Operating statements for the most recent two full Real Property for calendar years 2000, 2001 and monthly operating statements for the calendar 2002 year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.8. An inventory of the Tangible Personal Property; and
4.1.94.1.10. Copies of Tenant files and records relating to the Leases ownership and operation of the Ground Lease.
4.2. To the extent in existence Real Property (provided, however, with Buyer’s consent such files and in Seller’s possession, Seller shall make the following records may be made available for inspection by Buyer during ordinary business hours at Seller’s management office:);
4.2.14.1.11. Any An inventory of all personal property located on the Real Property which is used in the maintenance of the Real Property or stored for future use with the Real Property;
4.1.12. Copies of existing loan documents and all site plans; as-built plans; drawings; environmentalnotes affecting the Real Property, mechanicalif loan is to be assumed;
4.1.13. Copies of utility bills for the Real Property for the calendar years 2000, electrical, structural, soils 2001 and similar reports and/or audits; and plans and specifications relative 2002 year to date to the Propertyextent they have been retained by Seller; and
4.2.24.1.14. Any and all Tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of The most recent environmental report on the Property (collectively, the “Permitted Outside Parties”) in Seller’s possession or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyercontrol.
Appears in 1 contract
Due Diligence Items. 4.1. Within two one (21) business days after day following the Effective DateOpening of Escrow, Seller shall deliver make available to Buyer each of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below, the “"Due Diligence Items”"):
4.1.1. The Survey to existing survey of the extent such Survey exists Property, if any (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “"Survey” as provided in this Agreement");
4.1.2. The A current preliminary title report or title commitment (the "Title Report") for the issuance of policy of title insurance to Buyer from the Escrow Holder, together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the "Title Documents");
4.1.3. Copies A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with copies of the Contractssame shall be available for inspection. Seller agrees not to enter into any additional contracts or agreements prior to closing which cannot be canceled upon thirty (30) days written notice without cost, penalty, or obligation unless such contracts or other agreements are approved in writing by Buyer, which approval shall not be unreasonably withheld or delayed;
4.1.4. Copies All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of any management or leasing agreements affecting the PropertySeller, if any, shall be made available for inspection at Seller's offices;
4.1.5. Copies True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. Operating A copy of operating statements for the most recent two full calendar years and monthly operating statements for the current year-to-date through the last full calendar year month immediately prior to date;the Opening of Escrow.
4.1.8. An inventory of the Tangible Personal Property; and
4.1.9. Copies of the Leases and the Ground Lease.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to the Property; and
4.2.2. Any and all Tenant The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller Property shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwiseavailable for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility An inventory of purchasing all personal property located on the Property. Buyer agrees not to disclose , used in the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase maintenance of the Property (collectivelyor stored for future use at the Property and an inventory of all furniture and appliances used in the units, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyerif any.
Appears in 1 contract
Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, 4.1 Seller shall deliver has delivered to Buyer (either by delivery to Buyer or by posting the same on the Peracon Website and providing Buyer an access code thereto), to the extent the same are available, and Buyer hereby acknowledges receipt of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below4.2, collectively, the “Due Diligence Items”):
4.1.1. The Survey to 4.1.1 Any existing survey of the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expenseProperty, in which case such updated Survey shall constitute Seller’s possession (the “Survey” as provided in this Agreement”);
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the “Title Report”) for the issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the “Title Documents”);
4.1.3. Copies 4.1.3 A list of all Contracts, together with copies of the Contractssame;
4.1.4. Copies of any management or leasing agreements affecting the Property;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each the period of time that Seller owned the two (2) years Property prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years Seller’s ownership period and monthly operating statements for the calendar year to date;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property; and, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any.
4.1.9. 4.1.8 Copies of the Leases environmental reports listed on Schedule 1 attached hereto and the Ground Leasemade a part hereof.
4.2. To the extent in existence and in Seller’s possession, 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any.
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, 4.1 Seller shall deliver has delivered to Buyer (either by delivery to Buyer or by posting the same on the Peracon Website and providing Buyer an access code thereto), to the extent the same are available, and Buyer hereby acknowledges receipt of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below4.2, collectively, the “Due Diligence Items”):
4.1.1. The Survey to 4.1.1 Any existing survey of the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expenseProperty, in which case such updated Survey shall constitute Seller’s possession (the “Survey” as provided in this Agreement”);
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the “Title Report”) sufficient for the issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the “Title Documents”);
4.1.3. Copies 4.1.3 A list of all Contracts, together with copies of the Contractssame;
4.1.4. Copies of any management or leasing agreements affecting the Property;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each the period of time that Seller owned the two (2) years Property prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years Seller’s ownership period and monthly operating statements for the calendar year to date;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any;
4.1.8 Copies of the environmental reports listed on Schedule 2 attached hereto and made a part hereof;
4.1.9 Copies of all minute books or comparable limited liability company records for the Company and Seller;
4.1.10 Copies of the Loan Documents; and
4.1.9. Copies 4.1.11 A schedule of the Leases and the Ground Leaseoutstanding Reserves of Seller described in Section 7.7(b) of this Agreement as of January 8, 2009, a copy of which is attached hereto as Schedule 4.1.11 hereto.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to the Property; and
4.2.2. Any and all Tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Samples: Merger Agreement (Grubb & Ellis Co)
Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, Seller shall deliver to Buyer each of the following items at Seller’s cost and expense within two (2) days of the Opening of Escrow (collectively, and together with the items described in Section 4.2 below, the “Due Diligence Items”):
4.1.1. The Survey to existing survey of the extent such Survey exists Property, if any (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “Survey” as provided in this Agreement”);
4.1.2. The A current preliminary title report or title commitment (the “Title Report”) for the issuance of policy of title insurance to Buyer from the Escrow Holder, together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the “Title Documents”);
4.1.3. Copies A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with copies of the Contractssame shall be available for inspection. Seller agrees not to enter into any additional contracts or agreements prior to closing which cannot be canceled upon thirty (30) days written notice without cost, penalty, or obligation unless such contracts or other agreements are approved in writing by Buyer, which approval shall not be unreasonably withheld or delayed;
4.1.4. Copies All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of any management or leasing agreements affecting the PropertySeller, if any, shall be made available for inspection at Seller’s offices;
4.1.5. Copies True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. Operating statements for the most recent two full calendar years and monthly operating statements shall be available for the calendar year to dateinspection;
4.1.8. An inventory The tenant files, books and records relating to the ownership and operation of the Tangible Personal Property; and
4.1.9. Copies of the Leases and the Ground Lease.
4.2. To the extent in existence and in Seller’s possession, Seller Property shall make the following be available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to the Property; and
4.2.24.1.9. Any and An inventory of all Tenant files, books and records relating to the ownership and operation of personal property located on the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of , used in the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase maintenance of the Property (collectivelyor stored for future use at the Property and an inventory of all furniture and appliances used in the units, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyerif any.
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Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, 4.1 Seller shall deliver to Buyer each of the following items at Seller’s cost and expense within three (collectively, and 3) business days of the Effective Date (together with the items described in Section 4.2 below4.2, collectively, the “"Due Diligence Items”items"):
4.1.1. The Survey to 4.1.1 Any existing survey of the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expenseProperty, in which case such updated Survey shall constitute Seller's possession (the “"Survey” as provided in this Agreement");
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the "Title Report") for the issuance of a standard coverage owner's policy of title insurance, with standard provisions and exceptions (the "Title Policy") to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the "Title Documents");
4.1.3. Copies 4.1.3 A list of the all Leases and a list of all Contracts;
4.1.4. Copies of any management , including service contracts, warranties, management, maintenance, leasing commission or leasing other agreements affecting the Property, if any, together with copies of each Lease and each Contract;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property; and
4.1.9. Copies , used in the maintenance of the Leases Property or stored for future use at the Property and an inventory of all furniture and appliances used in the Ground Leaseunits, if any.
4.2. To 4.1.8 A rent roll of the extent Property in existence and the form prepared by the Seller's property manager in the normal course of Seller’s possession's business (provided, however, that Seller shall not be deemed to have made any representation or warranty whatsoever with regard to the rent roll, except as provided in Section 8.1.1 of this Agreement),
4.2 Seller shall make the following available for inspection and copying by Buyer during ordinary business hours at Seller’s 's management office:office in San Francisco, California, within three (3) business days after the Effective Date (excepting for items described in Section 4.2.4, which shall be provided by Seller as soon as reasonably practicable following Buyer's written request therefore):
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any;
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.;
4.3. Buyer acknowledges 4.2.3 All permits, licenses, approvals and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as other entitlements relating to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, in the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase possession of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.Seller; and
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Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, 4.1 Seller shall deliver to Buyer (or if specifically noted, make available for Buyer's inspection at the following items at Seller’s cost and expense Property) each of the following, within three (3) days of the Opening of Escrow (collectively, and together with the items described in Section 4.2 below, the “"Due Diligence Items”"):
4.1.1. The Survey 4.1.1 Fully executed copies of all Tenant Leases (including all plot plans or other exhibits and guaranties that are a portion of the Tenant Leases) and Seller shall make available for buyer's inspection at the Seller's San Antonio office, 0000 X.X. Xxxx 000, Xxxxx 000, Xxx Xxxxxxx, XX 00000, correspondence or other written communications between Seller or its predecessor-in-title and the tenants under the Tenant Leases.
4.1.2 Operating statements for the Property for the years 2001, 2002, and for the year-to-date for 2003, certified to be true and correct by Seller, itemized in reasonable detail as to expenses, and showing minimum rent, percentage rent, and other amounts collected from each tenant separately.
4.1.3 Historical occupancy reports for the immediately preceding three (3) years, or if seller has owned the Property for a shorter period, for the period of seller's ownership, prepared no less frequently than on an annual basis.
4.1.4 To the extent in Seller's possession or control, any architectural, structural, mechanical, and electrical "as-built" plans and specifications for the Improvements, together with copies of the building permit and certificate of occupancy relating to the Property.
4.1.5 To the extent in Seller's possession or control, the title insurance commitment together with all instruments referred to in such commitment, together with a copy of the Seller's existing title policy.
4.1.6 To the extent in Seller's possession or control, a leasing plan, and copies of all existing surveys.
4.1.7 To the extent in Seller's possession or control, all soil reports, environmental reports, and engineering reports.
4.1.8 A current rent roll in the form attached hereto as Exhibit B (certified to be true and correct by Seller), including for each tenant the current amount of minimum rent, percentage rent, CAM, taxes, insurance, other reimbursements, the lease start and end date, next rent increase, remaining options, and all security deposits, by tenant and amounts, as of the current date.
4.1.9 To the extent in Seller's possession or control, copies of all tax bills applicable to the Property for the immediately preceding three (3) years.
4.1.10 To the extent in Seller's possession or control, copies of all contracts affecting the Property (including, without limitation, contracts relating to security, maintenance, repairs, cleaning, etc.).
4.1.11 A list, by tenant and amount, of all bad debt write-offs for the immediately preceding year and for the current year-to-date.
4.1.12 A list, by tenant and amount, of all accounts receivable as of the current date.
4.1.13 A list of the leased premises address for each tenant.
4.1.14 A list of all outstanding tenant improvement allowances and tenant construction fundings that have not been paid.
4.1.15 An explanation of how tenants are billed for utility costs including, water and trash removal (for example, tenant pays directly to service provider, utility costs included in CAM, leased premises separately metered and costs billed by landlord monthly, etc.) and all utility meter and account numbers for the Property.
4.1.16 For any tenant that is required to report sales, tenant sales histories (to the extent such Survey exists (if such Survey existsin Seller's possession or control) and percentage rent paid for 2001, Buyer 2002, and by month for 2003.
4.1.17 For the immediately preceding calendar year or lease year, as the case may update such survey at Buyer’s expensebe, in which case such updated Survey shall constitute the “Survey” as provided in this Agreement);
4.1.2. The Title Report a reconciliation report for CAM, taxes, and the Title Documents;
4.1.3. Copies of the Contracts;
4.1.4. Copies of any management or leasing agreements affecting the Property;
4.1.5. Copies of the real estate and personal property tax statements covering the Property or any portion thereof insurance for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. A schedule of all current or pending litigation with respect to the Property or any portion thereof, if any;
4.1.7. Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date;
4.1.8. An inventory of the Tangible Personal Property; and
4.1.9. Copies of the Leases and the Ground Leasetenants.
4.2. 4.1.18 To the extent in existence Seller's possession or control, copies of all petitions and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and like relating to all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to litigation presently affecting the Property; and
4.2.2. Any , and all Tenant files, books and records relating to the ownership and operation a status report describing any action Seller has filed or is contemplating filing against any tenant of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability 4.1.19 A list of the Due Diligence Items by Seller shall be without warranty or representation whatsoeverall capital expenditures, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereofadditions, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, expenditures of $7,500 or Buyer may benefit from their knowing, any of such information more made in connection with Buyer’s prospective purchase of the Property for the immediately preceding three (collectively3) years, or for the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase period of Seller's ownership of the Property, Seller has not waived any privilege if shorter.
4.1.20 Upon Buyer's request, to assist Buyer during its financial audit of Seller's records, Buyer shall making available at its Santa Xxx office, 0000 X. Xxxxxx Avenue, Suite 650, Santa Ana, CA 92705, copies of all checks and validated deposit slips for the immediately preceding two (2) months, including a general ledger or claim other detailed account statement showing the application of confidentiality with respect thereto such disbursements and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyerdeposits.
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Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, Seller shall deliver to Buyer each of the following items at Seller’s cost and expense within seven days of the Opening of Escrow (collectively, and together with the items described in Section 4.2 below, the “"Due Diligence Items”"):
4.1.1. The Survey to existing survey of the extent such Survey exists Property, if any. In addition, Seller shall deliver a current ALTA survey of the Property certified in favor of Buyer (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “"Survey” as provided in this Agreement)") within twenty (20) says after the Opening of Escrow;
4.1.2. The A current preliminary title report or title commitment (the "Title Report") for the issuance of the Title Policy to Buyer from the Escrow Holder, together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the "Title Documents");
4.1.3. Copies A list of all contracts, including but not limited to service contracts, warranties, management, maintenance, leasing, commission and other agreements affecting the Property, if any, together with copies of the Contractssame shall be available for inspection at the Real Property. Seller agrees not to enter into any additional contracts or agreements prior to closing which cannot be canceled upon thirty (30) days written notice without cost, penalty, or obligation unless such contracts or other agreements are approved in writing by Buyer, which approval shall not be unreasonably withheld or delayed;
4.1.4. Copies All site plans, leasing plans, as built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of any management or leasing agreements affecting Seller, if any, shall be made available for inspection at the Real Property;
4.1.5. Copies True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. Operating statements for the most recent two full calendar years and monthly operating statements shall be available for inspection at the calendar year to dateReal Property;
4.1.8. An inventory of the Tangible Personal Property; and
4.1.9. Copies of the The tenant files (including but not limited to all Leases and the Ground Lease.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to the Property; and
4.2.2. Any and all Tenant filesamendments thereto), books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller Property shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwiseavailable for inspection by Buyer during ordinary business hours at the Real Property;
4.1.9. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility An inventory of purchasing all personal property located on the Property. Buyer agrees not to disclose , used in the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase maintenance of the Property (collectivelyor stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any; and
4.1.10. All documents evidencing the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by BuyerLoan.
Appears in 1 contract
Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, 4.1 Seller shall deliver to Buyer each of the following items at Seller’s cost and expense within three business days of the Effective Date (collectively, and together with the items described in Section 4.2 below4.2, collectively, the “"Due Diligence Items”"):
4.1.1. The Survey to 4.1.1 Any existing survey of the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expenseProperty, in which case such updated Survey shall constitute Seller's possession (the “"Survey” as provided in this Agreement");
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the "Title Report") for the issuance of a standard coverage owner's policy of title insurance, with standard provisions and exceptions (the "Title Policy") to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the "Title Documents");
4.1.3. Copies 4.1.3 A list of the Contracts;
4.1.4. Copies of any management all contracts, including service contracts, warranties, management, maintenance, leasing commission or leasing other agreements affecting the Property, if any, together with copies of the same;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property; and
4.1.9. Copies , used in the maintenance of the Leases Property or stored for future use at the Property and an inventory of all furniture and appliances used in the Ground Leaseunits, if any.
4.2. To the extent in existence and in Seller’s possession, 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s 's management office:
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any.
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Due Diligence Items. 4.1. Within two (2) business days after Seller shall, on or before the Effective Delivery Date, Seller shall deliver to Buyer each of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below, the “Due Diligence Items”):
4.1.1. The Survey Order an ALTA survey of the Real Property dated no earlier than thirty (30) days prior to the extent such Survey exists Effective Date, and deliver any existing surveys or plats of the Property (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “Survey” as provided in this Agreement”);
4.1.2. The Title Report and Copies of all Leases presently in effect with respect to the Title DocumentsReal Property, together with any amendments or modifications thereof;
4.1.3. Copies A “rent roll” with respect to the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the ContractsReal Property: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.4. Copies A “rent roll” current as of any management or leasing agreements affecting the PropertyDecember, 2005, 2006 and 2007 year to date;
4.1.5. Copies An aging report showing, with respect to each Tenant of the Real Property, the date through which such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding 24 months;
4.1.6. A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Real Property, if any, together with copies of the same;
4.1.7. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller or under the control of Seller, if any;
4.1.8. True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. A schedule of all current or pending litigation with respect to the Property or any portion thereof, if any;
4.1.74.1.9. Operating statements for the most recent Real Property for the two full prior calendar years and monthly operating statements for the calendar current year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.8. An inventory of the Tangible Personal Property; and
4.1.94.1.10. Copies of the Leases and the Ground Lease.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to the Property; and
4.2.2. Any and all Tenant files, books files and records relating to the ownership and operation of the Real Property;
4.1.11. An inventory of all personal property located on the Real Property which is used in the maintenance of the Real Property or stored for future use with the Real Property;
4.1.12. Copies of existing loan documents and notes affecting the Real Property, if loan is to be assumed;
4.1.13. Copies of utility bills for the Real Property for the two prior calendar years and the current year to date or if shorter, for any periods during which the Seller was the owner of the Property;
4.1.14. Copies of all common area maintenance (“CAM”) reconciliations/budgets together with the following:
(a) CAM reconciliations/budgets for the current year to date and previous two (2) years;
(b) Current actual CAM reconciliation submitted to tenant(s);
(c) Current year CAM estimates; and
(d) Back up documentation to support CAM reconciliation:
(i) Operating expense recovery schedule;
(ii) Gross up calculation/schedule together with a list of what variable expenses are gross up and by what percentage, if any;
(iii) Schedule of tenant reimbursements (i.e., electricity sub-metered) previously billed;
(iv) Tenant legers showing what was actually billed; and
(v) Base year calculations.
4.34.1.15. Buyer acknowledges and agrees that delivery or availability Copies of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or impliedall tenant sales reports;
4.1.16. Copies of existing environmental reports, including, without limitationPhase I environmental report and Phase II environmental report, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.if any;
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, 4.1 Seller shall deliver to Buyer each of the following items at Seller’s cost and expense by no later than one (collectively, and 1) business day following the Effective Date (together with the items described in Section 4.2 below4.2, collectively, the “Due Diligence Items”):
4.1.1. 4.1.1 The Survey to existing survey of the extent such Survey exists Property in Seller’s possession, dated May 6, 2004 (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “Survey” as provided in this Agreement”);
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the “Title Report”) for the issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the “Title Documents”);
4.1.3. Copies 4.1.3 A list of the Contracts;
4.1.4. Copies of any management all tenant leases, contracts, including service contracts, warranties, management, maintenance, leasing commission or leasing other agreements affecting the Property, if any, together with copies of the same;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two three (23) years prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two (2) full calendar years and monthly operating statements for the calendar year to date;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property; and
4.1.9. Copies , used in the maintenance of the Leases Property or stored for future use at the Property and an inventory of all furniture and appliances used in the Ground Leaseunits, if any.
4.2. To the extent in existence and in Seller’s possession, 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours (or as otherwise agreed) at Seller’s management office:
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any.
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges 4.2.3 All other items relating to the Property which are located at Seller’s management office or otherwise within Seller’s possession or control, except internal financial projections, appraisals, and agrees that delivery or availability of the Due Diligence Items other materials reasonably deemed by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege proprietary or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyerconfidential.
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Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, 4.1 Seller shall deliver to Buyer each of the following items at Seller’s cost and expense within five business days of the Effective Date (collectively, and together with the items described in Section 4.2 below4.2, collectively, the “"Due Diligence Items”"):
4.1.1. The Survey to 4.1.1 Any existing survey of the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expenseProperty, in which case such updated Survey shall constitute Seller's possession (the “"Survey” as provided in this Agreement");
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the "Title Report"), dated not earlier than thirty (30) days prior to the Effective Date, for the issuance of a standard coverage owner's policy of title insurance, with standard provisions and exceptions (the "Title Policy") to Buyer from the Escrow Holder (defined hereinafter in Section 7.1.1), together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the "Title Documents");
4.1.3. Copies 4.1.3 A list of the Contracts;
4.1.4. Copies of any management all contracts, including service contracts, warranties, management, maintenance, leasing commission or leasing other agreements affecting the Property, if any, together with copies of the same;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any, together with a brief description of each such proceeding;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any;
4.1.8 A current rent roll which may include, among other things: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant's premises as set forth in Tenant's Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.9 All environmental, physical or mechanical reports prepared by third parties in Seller's possession relating to the Property;
4.1.10 Copies of all Leases presently in effect with respect to the Real Property, together with any amendments or modifications thereto. All Leases, amendments and modifications with respect to Cisco, InfoEdge and Rubbermaid are listed on the attached Exhibit I.
4.1.11 An aging report showing, with respect to each Tenant of the Real Property, the date through which such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding twelve (12) months;
4.1.12 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller, if any; and
4.1.9. 4.1.13 Copies of utility bills for the Leases Real Property for the prior calendar year and the Ground Leasecurrent year to date or if shorter, for any periods during which the Seller was the owner of the Property.
4.2. To the extent in existence and in Seller’s possession, 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s 's management office:
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any.
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
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Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, 4.1 Seller shall deliver to Buyer each of the following items at Seller’s cost and expense within three business days of the Effective Date (collectively, and together with the items described in Section 4.2 below4.2, collectively, the “Due Diligence Items”):
4.1.1. The Survey to 4.1.1 Any existing survey of the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expenseProperty, in which case such updated Survey shall constitute Seller’s possession (the “Survey” as provided in this Agreement”);
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the “Title Report”) for the issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the “Title Documents”);
4.1.3. Copies 4.1.3 A list of the Contracts;
4.1.4. Copies of any management all contracts, including service contracts, warranties, management, maintenance, leasing commission or leasing other agreements affecting the Property, if any, together with copies of the same;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property; and
4.1.9. Copies , used in the maintenance of the Leases Property or stored for future use at the Property and an inventory of all furniture and appliances used in the Ground Leaseunits, if any.
4.2. To the extent in existence and in Seller’s possession, 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any.
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Due Diligence Items. 4.1. Within two Sellers shall make available to Purchasers within five (25) business days after the Effective Date, Seller shall deliver to Buyer date of this Agreement the following items documents, all of which shall be made available for review and copying (at Seller’s Purchasers’ cost and expense expense) at the offices of Eastdil Realty LLC at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (except where another location is specified below) (collectively, and together with the items described in Section 4.2 below, the “"Due Diligence Items”"):
4.1.1. The Survey to (a) All existing land title surveys, plans and specifications and as-built drawings (available solely at manager’s office at the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expense, Real Property) for the Property in which case such updated Survey shall constitute the “Survey” as provided in this Agreement)Sellers’ possession or control;
4.1.2. The Title Report and (b) All existing title commitments for the Title DocumentsProperty in Sellers’ possession or control;
4.1.3. (c) Copies of the real estate tax and annual service charge bills (Xxx-Xxxxx) for the Property for calendar years 2002, 2003 and 2004;
(d) Copies of the environmental, soils and/or engineering reports listed on Exhibit G in accordance with the terms of such Exhibit attached hereto and made a part hereof; Sellers shall also promptly perform an investigation for all such reports in Sellers possession and control and will promptly deliver copies of all such reports;
(e) Copies of all Leases and tenant correspondence files;
(f) Copies of the Contracts;
4.1.4. (g) All certificates of occupancy, licenses, permits and outstanding violations, if any, pertaining to the Property which are in Sellers’ possession or control.
(h) The operating statements for the Property for the last 3 fiscal years;
(i) Partnership agreements for each Owner;
(j) Copies of the Ground Lease and the Building Lease;
(k) The most recent operating and capital budgets for calendar year 2004 and 2005;
(l) A copy of all reports, financial statements and other submissions filed or submitted by Owners pursuant to the Xxx-Xxxxx Agreement during 2001, 2002 and 2003;
(m) Copies of the minute books and corporate records for Owners;
(n) Copies of (i) the combined audited financial statements of Xxxxxx I and Xxxxxx II (which includes the operations of Owners) for fiscal years 2001, 2002, and 2003 including the notes and balance sheet and income statements through September 30, 2004, (ii) all federal and state income and other tax returns of each Owner for fiscal years 2001, 2002, and 2003, (iii) the general ledgers of each Owner for fiscal years 2001, 2002 and 2003 and year-to-date 2004 and (iv) the federal and state income tax returns of Xxxxxx I and II for fiscal years 2001, 2002 and 2003;
(o) The financial records for the Property maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, Xxx Xxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000);
(p) A copy of the Xxx-Xxxxx Agreement, including all amendments to the Xxx-Xxxxx Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the Xxx-Xxxxx Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the Xxx-Xxxxx Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any management other Xxx-Xxxxx related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or leasing operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the Xxx-Xxxxx Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property;
4.1.5. Copies of Property and which shall be binding on Owners after the real estate Closing Date and personal property tax statements covering (ii) any brokerage agreements entered into by the Property or any portion thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. A schedule of all current or pending litigation Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any portion thereof, if any;
4.1.7. Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date;
4.1.8. An inventory of the Tangible Personal Property; and
4.1.9. Copies of the Leases and the Ground Lease.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative internal financial audits relating to the Property; and
4.2.2. Any and all Tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Samples: Agreement of Purchase and Sale of Partnership Interests (Mack Cali Realty Corp)
Due Diligence Items. 4.1. Within two (2) business days after Prior to the Effective DateDate (except as otherwise specifically identified below), Seller shall deliver has delivered to Buyer each of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below, the “Due Diligence Items”):). The term Due Diligence Items shall also include those documents in Buyer’s possession prior to the Close of Escrow:
4.1.1. The Survey to A survey of the extent such Survey exists Real Property dated April 10, 2000 prepared by Pinion & XxXxxxxxx (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “Survey” as provided in this Agreement”);
4.1.2. Copies of all Leases (which shall include any available extension options) presently in effect with respect to the Real Property, together with any amendments or modifications thereof and other material correspondence received by Seller as landlord with respect to the Leases, exclusive of internal or confidential correspondence; provided however, a copy of that certain Lease by and between Landlord and The Title Report and Sleep Specialty Center, LLC dated October 5, 2007 (the Title Documents“Sleep Center Lease”) shall be delivered to Buyer within two (2) days after the Effective Date;
4.1.3. Copies Within two (2) days after the Effective Date, a “Rent Roll” with respect to the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the ContractsReal Property: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease; and (5) the amount of any security deposit;
4.1.4. Copies Within two (2) days after the Effective Date, a Rent Roll current as of any management or leasing agreements affecting the PropertyDecember 2006, and 2007 year to date;
4.1.5. Within two (2) days of Effective Date, an aging report showing the outstanding balance due as of September 30, 2007, from each Tenant, if any;
4.1.6. Copies of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements in Seller’s possession affecting the Real Property, if any, together with copies of the same; provided however, a copy of that certain tenant improvements construction contract by and between Landlord and May Construction Company dated October 8, 2007 (the “May Construction Contract”) whereby May Construction Company has agreed to construction tenant improvements referenced in the Sleep Center Lease at a cost of $166,852.62 (all as more particularly described in the May Construction Contract), shall be delivered to Buyer within two (2) days after the Effective Date.
4.1.7. A site plan and comprehensive floor plan in the Seller’s possession;
4.1.8. True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.64.1.9. A schedule of all current or pending litigation with respect to the Real Property or any portion part thereof, if any, or otherwise with respect to Seller that might have a material adverse effect on Seller’s ability to perform hereunder, together with a brief description of each such proceeding;
4.1.74.1.10. Operating statements for Within two (2) days of the most recent two full calendar years and monthly Effective Date, operating statements for the Real Property for the two prior calendar years and the current year to dateSeptember 30th;
4.1.84.1.11. An inventory of all personal property located on the Tangible Personal Real Property which is used in the maintenance of the Real Property or stored for future use with the Real Property;
4.1.12. Copies of utility bills for the Real Property for the previous 12 calendar months; and
4.1.94.1.13. Copies of the Leases The Atlanta Testing and the Ground LeaseEngineering Report 127597 dated February 17, 1999.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to the Property; and
4.2.2. Any and all Tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Due Diligence Items. 4.1. Within two (2) business days after 4.1 Seller has delivered to Buyer, to the Effective Dateextent the same are available, Seller shall deliver to and Buyer hereby acknowledges receipt of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below4.2, collectively, the “Due Diligence Items”):
4.1.1. The Survey to 4.1.1 Any existing survey of the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expenseProperty, in which case such updated Survey shall constitute Seller’s possession or control (the “Survey” as provided in this Agreement”);
4.1.2. The 4.1.2 A current title commitment (the “Title Report Commitment”) for the issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Commitment (collectively referred to hereinafter as the “Title Documents”);
4.1.3. Copies 4.1.3 A list of the Contracts;
4.1.4. Copies of any management all Leases and contracts, including service contracts, warranties, management, maintenance, leasing commission or leasing other agreements affecting the Property, if any, together with true and complete copies (in all material respects) of the same;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date, including a current delinquency report;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property; and
4.1.9. Copies , used in the maintenance of the Leases Property or stored for future use at the Property and an inventory of all furniture and appliances used in the Ground Leaseunits, if any.
4.2. To the extent in existence and in Seller’s possession, 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any.
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, Seller shall deliver to Buyer each of the following items at Seller’s cost and expense within seven (7) days of the Opening of Escrow (collectively, and together with the items described in Section 4.2 below, the “"Due Diligence Items”"):
4.1.1. The Survey to existing survey of the extent such Survey exists Property in seller's possession or control, if any (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “"Survey” as provided in this Agreement");
4.1.2. The A current preliminary title report or title commitment (the "Title Report") for the issuance of policy of title insurance to Buyer from the Escrow Holder, together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the "Title Documents");
4.1.3. Copies A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with copies of the Contractssame shall be available for inspection. Seller agrees not to enter into any additional contracts or agreements prior to closing which cannot be canceled upon thirty (30) days written notice without cost, penalty, or obligation unless such contracts or other agreements are approved in writing by Buyer, which approval shall not be unreasonably withheld or delayed;
4.1.4. Copies All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of any management or leasing agreements affecting the PropertySeller, if any, shall be made available for inspection at Seller's offices;
4.1.5. Copies True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. Operating statements for the most recent two full calendar years 2001, 2002 and monthly operating statements for the calendar 2003 year to date;
4.1.8. An inventory of the Tangible Personal Property; and
4.1.9. Copies of the Leases and the Ground Lease.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar reports and/or audits; and plans and specifications relative to the Property; and
4.2.2. Any and all Tenant The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller Property shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwiseavailable for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility An inventory of purchasing all personal property located on the Property. Buyer agrees not to disclose , used in the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase maintenance of the Property (collectivelyor stored for future use at the Property and an inventory of all furniture and appliances used in the units, the “Permitted Outside Parties”) or (b) as may be required by lawif any;
4.1.10. Buyer further agrees to notify Copies of all Permitted Outside Parties that the Due Diligence Items tenant leases, and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyeramendments thereto.
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Due Diligence Items. 4.1. Within two (2) business days after 4.1 Prior to the Effective Date, Date Seller shall deliver has delivered to Buyer each of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 belowParagraph 4.2, collectively, the “Due Diligence Items”):
4.1.1. 4.1.1 The Survey to existing survey of the extent such Survey exists Property, if any (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “Survey” as provided in this Agreement”);
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the “Title Report”) for the issuance of policy of title insurance to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the “Title Documents”);
4.1.3. Copies 4.1.3 A list of the Contracts;
4.1.4. Copies of any management all contracts, including service contracts, warranties, management, maintenance, leasing commission or leasing other agreements affecting the Property, if any, together with copies of the same;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any;
4.1.7. Operating 4.1.6 Property operating statements for the most recent two full calendar years and monthly operating statements for the calendar current year to date;; and
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property; and
4.1.9. Copies , used in the maintenance of the Leases Property or stored for future use at the Property and an inventory of all furniture and appliances used in the Ground Leaseunits, if any.
4.2. To the extent in existence and in Seller’s possession, 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any;
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.; and
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items 4.2.3 Any and all other documents reasonably requested by Buyer but only to the information contained therein extent the same are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege Seller’s possession or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyercontrol.
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Due Diligence Items. 4.1. Within two (2) business days after the Effective Date, 4.1 Seller shall deliver to Buyer each of the following items at Seller’s cost and expense within five business days of the Effective Date (collectively, and together with the items described in Section 4.2 below4.2, collectively, the “Due Diligence Items”):
4.1.1. The Survey to 4.1.1 Any existing survey of the extent such Survey exists (if such Survey exists, Buyer may update such survey at Buyer’s expenseProperty, in which case such updated Survey shall constitute Seller’s possession (the “Survey” as provided in this Agreement”);
4.1.2. The 4.1.2 A current preliminary title report or title commitment (the “Title Report”), dated not earlier than thirty (30) days prior to the Effective Date, for the issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in the Title Report and (collectively referred to hereinafter as the “Title Documents”);
4.1.3. Copies 4.1.3 A list of the Contracts;
4.1.4. Copies of any management all contracts, including service contracts, warranties, management, maintenance, leasing commission or leasing other agreements affecting the Property, if any, together with copies of the same;
4.1.5. Copies 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.6. 4.1.5 A schedule of all current or pending litigation with respect to the Property or any portion part, thereof, if any, together with a brief description of each such proceeding;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.8. 4.1.7 An inventory of all personal property located on the Tangible Personal Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any;
4.1.8 A current rent roll which may include, among other things: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.9 All environmental, physical or mechanical reports prepared by third parties in Seller’s possession relating to the Property;
4.1.10 Copies of all Leases presently in effect with respect to the Real Property, together with any amendments or modifications thereto. All Leases, amendments and modifications with respect to Titan and St. Paul’s are listed on the attached Exhibit I.
4.1.11 An aging report showing, with respect to each Tenant of the Real Property, the date through which such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding twelve (12) months;
4.1.12 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller, if any; and
4.1.9. 4.1.13 Copies of utility bills for the Leases Real Property for the prior calendar year and the Ground Leasecurrent year to date or if shorter, for any periods during which the Seller was the owner of the Property.
4.2. To the extent in existence and in Seller’s possession, 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1. Any and all 4.2.1 All site plans; , leasing plans, as-built plans; , drawings; , environmental, mechanical, electrical, structural, soils and similar reports and/or audits; audits and plans and specifications relative to the Property; andProperty in the possession of Seller, if any.
4.2.2. Any and all Tenant 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Due Diligence Items. 4.1. Within two Seller shall, within three (23) business days after the Effective Date (the “Delivery Date”), Seller shall deliver to Buyer each of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below, the “Due Diligence Items”):
4.1.1. The Survey to An ALTA survey of the extent such Survey exists Real Property in Seller’s possession (if such Survey exists, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the “Survey” as provided in this Agreement”);
4.1.2. The Title Report and Copies of all Leases presently in effect with respect to the Title DocumentsReal Property, together with any amendments or modifications thereof;
4.1.3. Copies A “rent roll” with respect to the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the ContractsReal Property: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.4. Copies A “rent roll” current as of any management or leasing agreements affecting the PropertyDecember, 2000, 2001 and 2002 year to date;
4.1.5. Copies An aging report showing, with respect to each Tenant of the Real Property, the date through which such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding 24 months;
4.1.6. A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Real Property, if any, together with copies of the same;
4.1.7. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller or under the control of Seller, if any;
4.1.8. True and correct copies of the real estate and personal property tax statements covering the Property or any portion part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.64.1.9. A schedule of all current or pending litigation with respect to the Real Property or any portion part thereof, if any, or otherwise with respect to Seller that might have a material adverse effect on Seller’s ability to perform hereunder, together with a brief description of each such proceeding;
4.1.74.1.10. Operating statements for the most recent two full Real Property for calendar years 2000, 2001 and monthly operating statements for the calendar 2002 year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.84.1.11. An inventory Buyer may review and copy Tenant files and records relating to the ownership and operation of the Tangible Personal Property; and
4.1.9. Copies of the Leases Real Property (Such files and the Ground Lease.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following records may be made available for inspection by Buyer during ordinary business hours at Seller’s management office:);
4.2.14.1.12. An inventory of all personal property located on the Real Property which is used in the maintenance of the Real Property or stored for future use with the Real Property;
4.1.13. Copies of existing loan documents and notes affecting the Real Property, if loan is to be assumed;
4.1.14. Copies of utility bills for the Real Property for the calendar years 2000, 2001 and 2002 year to date;
4.1.15. Any reports in the possession of Seller from a licensed pest control contractor regarding the presence on the Real Property of dry rot or termite infestation;
4.1.16. Any reports in the possession of Seller from a licensed HVAC contractor concerning the condition of HVAC equipment and all site plans; asits capacity to service the Real Property;
4.1.17. Any Environmental Impact Reports in the possession of the Seller for the Real Property;
4.1.18. Any reports in possession of the Seller from a licensed roofer concerning the water-built plans; drawings; environmental, mechanical, electrical, structural, soils proofness and similar reports and/or audits; and plans and specifications relative to condition of the roof for the Real Property;
4.1.19. A Broker’s Sale Package;
4.1.20. General Ledger for 2001 & YTD 2002; and
4.2.24.1.21. Any and all Tenant files, books and records relating to the ownership and operation of the PropertySeismic Assessment report if applicable. ALL ITEMS TO BE DELIVERED HAVE BEEN DELIVERED.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Due Diligence Items. 4.1. Within two Seller has, on or prior to the date hereof, delivered to Buyer, or shall within three (23) business days after of the Effective Execution Date, Seller shall deliver to Buyer each of the following items at Seller’s cost and expense (collectively, and together with the items described in Section 4.2 below, the “Due Diligence Items”):
4.1.1. The Survey to the extent such Survey exists An ALTA survey with Table A items 1, 2, 3, 4, 7(a), 8, 9, 10 and 11 for each of Health Quest Group Properties (if such Survey existseach, Buyer may update such survey at Buyer’s expense, in which case such updated Survey shall constitute the a “Survey” as provided in this Agreement”);
4.1.2. The Title Report Copies of all documents and materials provided in the Title Documents“Data Room,” as described on Exhibit I attached hereto;
4.1.3. Copies of all Leases presently in effect with respect to the ContractsReal Property, together with any exhibits and amendments thereto (no CPI calculations are applicable);
4.1.4. Copies of any management or leasing agreements the contracts for roof repairs for the Sunrise and Winter Park properties (the “Roof Contracts”), which constitute the sole contracts in Seller’s possession (other than the Leases) affecting the Real Property, if any, together with copies of the building permits for the Roof Contracts and any “Notices To Owner” received by Sellers in connection with the Roof Contracts (“Roof Contract Notices”) on or before the Execution Date (any Roof Contract Notices received by Sellers after the Execution Date and prior to the Closing Date, as defined below, shall be delivered to Buyer within two business days after receipt thereof, but in any event prior to the Close of Escrow, as defined below);
4.1.5. Copies All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils, engineering/property condition and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller or under the control of Seller, if any, and if able to be copied;
4.1.6. True and correct copies of the real estate and personal property tax statements covering the Property Health Quest Group Properties or any portion part thereof for each of the two (2) years prior to the current year and, if available, (tax statements for the current yearyear are not available);
4.1.64.1.7. True and correct copies of all certificates of occupancy for the Property, if available to Seller;
4.1.8. True and correct copies of all easement agreements affecting the Real Property;
4.1.9. A schedule of all current or pending litigation with respect to the Real Property or any portion part thereof, if any, or otherwise with respect to Seller that might have a material adverse effect on Seller’s ability to perform hereunder, together with a brief description of each such proceeding (Seller hereby represents that there is no such litigation);
4.1.74.1.10. Operating statements for the most recent Real Property for the two full prior calendar years and monthly operating statements for the calendar current year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.84.1.11. An inventory Evidence of flood plan insurance, if required, for each of the Tangible Personal Property; andHealth Quest Group Properties;
4.1.9. Copies of the Leases and the Ground Lease.
4.2. To the extent in existence and in Seller’s possession, Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.14.1.12. Any and all site plans; as-built plans; drawings; environmental, mechanical, electrical, structural, soils and similar environmental reports and/or audits; and plans and specifications relative to for the Property; and
4.2.2. Any and all Tenant files, books and records relating to the ownership and operation of the Real Property.
4.3. Buyer acknowledges and agrees that delivery or availability of the Due Diligence Items by Seller shall be without warranty or representation whatsoever, express or implied, including, without limitation, any warranty or representation as to ownership, accuracy, adequacy or completeness thereof or otherwise. Buyer further acknowledges that the Due Diligence Items are proprietary and confidential in nature and have been or will be made available to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the Due Diligence Items or any of the provisions, terms and conditions thereof, or any information contained therein to any person outside Buyer’s organization except (a) to Buyer’s attorneys, accountants, lenders, prospective lenders, investors and/or prospective investors, consultants, engineers, architects and any other third party who, in Buyer’s sole discretion, may have a need to know, or Buyer may benefit from their knowing, any of such information in connection with Buyer’s prospective purchase of the Property (collectively, the “Permitted Outside Parties”) or (b) as may be required by law. Buyer further agrees to notify all Permitted Outside Parties that the Due Diligence Items and all the information contained therein are to be kept confidential and not disclosed to third parties. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of the Property, Seller has not waived any privilege or claim of confidentiality with respect thereto and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
