Due Diligence Items. 4.1. Seller shall deliver to Buyer each of the following within seven (7) days of the Opening of Escrow (collectively, the "Due Diligence Items"): 4.1.1. The existing survey of the Property in seller's possession or control, if any (the "Survey"); 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 good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents"); 4.1.3. 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 same 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. 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 Seller, if any, shall be made available for inspection at Seller's offices; 4.1.5. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any; 4.1.7. Operating statements for calendar years 2001, 2002 and 2003 year to date; 4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and 4.1.9. An inventory of all personal property located on the 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; 4.1.10. Copies of all tenant leases, and amendments thereto.
Appears in 1 contract
Due Diligence Items. 4.1. Seller shall deliver to Buyer each of the following within seven two (72) days of the Opening of Escrow (collectively, the "Due Diligence Items"):
4.1.1. The existing survey of the Property in seller's possession or controlProperty, if any (the "Survey");
4.1.2. 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 (collectively referred to hereinafter as the "Title Documents");
4.1.3. 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 same shall be available for inspection. Seller agrees not to enter into any additional contracts or agreements prior to closing 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 in writing by Buyer, which approval shall not be unreasonably withheld or delayed;
4.1.4. 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 Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. Operating statements for the most recent two (2) calendar years 2001, 2002 and 2003 year to dateshall be available for inspection;
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. An inventory of all personal property located on the 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;
4.1.10. Copies of all tenant leases, and amendments thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Due Diligence Items. 4.1. Seller shall shall, within five (5) business days after the Effective Date (the “Delivery Date”), deliver to Buyer each of the following (collectively, the “Due Diligence Items”):
4.1.1. Seller’s most recent survey of the Real Property (the “Survey”) which shall be subsequently updated by Seller in conformance with the ALTA/ASCM Standard Detail Requirements and Accuracy Standards for improved properties of this nature, to a date after the Effective Date, with the updated being delivered to Buyer within seven thirty (730) days of the Opening of Escrow (collectively, the "Due Diligence Items"):
4.1.1. The existing survey of the Property in seller's possession or control, if any (the "Survey")Effective Date;
4.1.2. A current preliminary title report or title commitment (Copies of all Leases presently in effect with respect to the "Title Report") for the issuance of policy of title insurance to Buyer from the Escrow HolderReal Property, together with good any amendments or modifications and legible copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents")correspondences thereof;
4.1.3. 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 Real 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. 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;
4.1.5. 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 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 delayedsame;
4.1.44.1.6. 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, shall be made available for inspection at Seller's offices;
4.1.54.1.7. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, 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 Real Property for calendar years 20012000, 2001 and 2002 and 2003 year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.84.1.10. The tenant files, books Copies of Tenant files and records relating to the ownership and operation of the Real Property shall (provided, however, with Buyer’s consent such files and records may be made available for inspection by Buyer during ordinary business hours at Seller's ’s management office; and);
4.1.94.1.11. An inventory of all personal property located on the Property, Real Property which is used in the maintenance of the Real Property or stored for future use at with the Property and an inventory of all furniture and appliances used in the units, if anyReal Property;
4.1.104.1.12. Copies of all tenant leasesexisting 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 calendar years 2000, 2001 and amendments thereto2002 year to date to the extent they have been retained by Seller; and
4.1.14. The most recent environmental report on the Property in Seller’s possession or control.
Appears in 1 contract
Due Diligence Items. 4.1. Seller shall deliver to Buyer each of the following within seven (7) days of the Opening of Escrow (collectively, the "Due Diligence Items"):
4.1.1. The existing survey of the Property in seller's possession or controlProperty, if any any. In addition, Seller shall deliver a current ALTA survey of the Property certified in favor of Buyer (the "Survey")) within twenty (20) says after the Opening of Escrow;
4.1.2. A current preliminary title report or title commitment (the "Title Report") for the issuance of policy of title insurance 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 (collectively referred to hereinafter as the "Title Documents");
4.1.3. A list of all contracts, including but not limited to service contracts, warranties, management, maintenance, leasing leasing, commission or and other agreements affecting the Property, if any, together with copies of the same shall be available for inspectioninspection 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. All site plans, leasing plans, as-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 Seller, if any, shall be made available for inspection at Seller's officesthe Real Property;
4.1.5. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. Operating statements for the most recent two calendar years 2001, 2002 and 2003 year to dateshall be available for inspection at the Real Property;
4.1.8. The tenant filesfiles (including but not limited to all Leases and amendments thereto), books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; andthe Real Property;
4.1.9. An inventory of all personal property located on the 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
4.1.10. Copies of all tenant leases, and amendments theretoAll documents evidencing the Loan.
Appears in 1 contract
Due Diligence Items. 4.1. 4.1 Seller shall deliver to Buyer each of the following within seven (7) three business days of the Opening of Escrow Effective Date (together with the items described in Section 4.2, collectively, the "“Due Diligence Items"”):
4.1.1. The 4.1.1 Any existing survey of the Property Property, in seller's Seller’s possession or control, if any (the "“Survey"”);
4.1.2. 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 insurance, with standard provisions and exceptions (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 (collectively referred to hereinafter as the "“Title Documents"”);
4.1.3. 4.1.3 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 same 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 delayedsame;
4.1.4. 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 Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years 2001, 2002 and 2003 monthly operating statements for the calendar year to date;
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. 4.1.7 An inventory of all personal property located on the 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;.
4.1.10. Copies 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1 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 all Seller, if any.
4.2.2 The tenant leasesfiles, books and amendments theretorecords relating to the ownership and operation of the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Due Diligence Items. 4.1. Seller shall deliver to Buyer copies of each of the following within seven two (72) business days of the Opening of Escrow (collectively, the "Due Diligence Items"):
4.1.1. The existing survey of the Property in seller's possession or controlProperty, if any (the "Survey");
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 HolderTitle Company, together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report as well as copies of all documents referenced in the legal description for the Property, (collectively referred to hereinafter as the "Title Documents");
4.1.3. A list and copies of all permits, licenses, government authorizations, contracts, including leases, service contracts, warranties, management, maintenance, leasing commission or and other agreements affecting the Property, if any, together with copies of the same shall be available for inspectionand all modifications amendments and extensions thereto. Seller agrees not to enter into any additional leases, contracts or agreements prior to closing which cannot be canceled upon thirty (30) days written notice without cost, penalty, or obligation unless such leases, contracts or other agreements are approved in writing by Buyer, which approval shall not be unreasonably withheld or delayed;
4.1.4. 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 or control of Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 and detailed description of all threatened, current and pending litigation, mediation, arbitration and administrative proceedings (including any notices of violations from any governmental agency or pending litigation property owners association) with respect to the Property or any part, part thereof, if any;
4.1.7. Operating statements for the most recent two calendar years 2001, 2002 years; and 2003 year to date;for the first nine (9) months of 2005.
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours during the entire Inspection Period at Seller's Orange County, California management office; and;
4.1.9. An inventory of all personal property located on the 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
4.1.10. Copies of all tenant leasesA Natural Hazard Disclosure Statement has been provided to Buyer, and amendments theretoBuyer approves of such statement.
4.1.11. A list of construction, repairs, modifications and improvements made on/to the Property in the last two (2) years.
4.1.12. Within ten (10) days after opening Escrow, Seller shall deliver estoppel certificates, in the form attached hereto as Exhibit B. from tenants representing all of the square feet which are leased and occupied by tenants as of the date this Agreement is fully executed; provided, however, that if Seller is unable to deliver such estoppel certificates, despite using commercially reasonable efforts to obtain them, Seller shall not be in default of this Agreement.
4.1.13. The following documents which are referred to in the Declaration of Covenants, Conditions and Restrictions for Pacific Commercentre, to the extent they are recorded in the public record or are in Seller's possession or control:
(a) Articles of Incorporation of Pacific Commercentre Owners Association;
(b) Bylaws of Pacific Commercentre Owners Association;
(c) Pacific Commercentre Planned Community District Regulations;
(d) Pacific Commercentre Planning and Design Guidelines (including Site Planning Criteria, Architectural Criteria, Landscape Criteria, Lighting Criteria and Signage Criteria);
Appears in 1 contract
Due Diligence Items. 4.1. Seller shall shall, within three (3) business days after the Effective Date (the “Delivery Date”), deliver to Buyer each of the following within seven (7) days of the Opening of Escrow (collectively, the "“Due Diligence Items"”):
4.1.1. The existing An ALTA survey of the Real Property in seller's Seller’s possession or control, if any (the "“Survey"”);
4.1.2. A current preliminary title report or title commitment (Copies of all Leases presently in effect with respect to the "Title Report") for the issuance of policy of title insurance to Buyer from the Escrow HolderReal Property, together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents")any amendments or modifications thereof;
4.1.3. 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 Real 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. A “rent roll” current as of December, 2000, 2001 and 2002 year to date;
4.1.5. 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 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 delayedsame;
4.1.44.1.7. 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, shall be made available for inspection at Seller's offices;
4.1.54.1.8. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, 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 Real Property for calendar years 20012000, 2001 and 2002 and 2003 year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.84.1.11. The tenant files, books Buyer may review and copy Tenant files and records relating to the ownership and operation of the Real Property shall (Such files and records may be made available for inspection by Buyer during ordinary business hours at Seller's ’s management office; and);
4.1.94.1.12. An inventory of all personal property located on the Property, Real Property which is used in the maintenance of the Real Property or stored for future use at with the Property and an inventory of all furniture and appliances used in the units, if anyReal Property;
4.1.104.1.13. Copies of all tenant leasesexisting 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 amendments thereto2002 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 its 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-proofness and 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
4.1.21. Seismic Assessment report if applicable. ALL ITEMS TO BE DELIVERED HAVE BEEN DELIVERED.
Appears in 1 contract
Due Diligence Items. 4.1. Seller shall shall, on or before the Delivery Date, deliver to Buyer each of the following within seven (7) days of the Opening of Escrow (collectively, the "“Due Diligence Items"”):
4.1.1. The existing Order an ALTA survey of the Real Property in seller's possession dated no earlier than thirty (30) days prior to the Effective Date, and deliver any existing surveys or control, if any plats of the Property (the "“Survey"”);
4.1.2. A current preliminary title report or title commitment (Copies of all Leases presently in effect with respect to the "Title Report") for the issuance of policy of title insurance to Buyer from the Escrow HolderReal Property, together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents")any amendments or modifications thereof;
4.1.3. 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 Real 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. A “rent roll” current as of December, 2005, 2006 and 2007 year to date;
4.1.5. 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 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 delayedsame;
4.1.44.1.7. 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, shall be made available for inspection at Seller's offices;
4.1.54.1.8. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.74.1.9. Operating statements for the Real Property for the two prior calendar years 2001, 2002 and 2003 the current year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.84.1.10. The tenant files, books Copies of Tenant files and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; andReal Property;
4.1.94.1.11. An inventory of all personal property located on the Property, Real Property which is used in the maintenance of the Real Property or stored for future use at 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 an inventory 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 furniture common area maintenance (“CAM”) reconciliations/budgets together with the following:
(a) CAM reconciliations/budgets for the current year to date and appliances used in the unitsprevious 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;
4.1.10(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.
4.1.15. Copies of all tenant leasessales reports;
4.1.16. Copies of existing environmental reports, including, Phase I environmental report and amendments thereto.Phase II environmental report, if any;
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Due Diligence Items. 4.1. 4.1 Seller shall deliver to Buyer each of the following within seven three (73) business days of the Opening of Escrow Effective Date (together with the items described in Section 4.2, collectively, the "Due Diligence Itemsitems"):
4.1.1. The 4.1.1 Any existing survey of the Property Property, in sellerSeller's possession or control, if any (the "Survey");
4.1.2. 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 insurance, with standard provisions and exceptions (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 (collectively referred to hereinafter as the "Title Documents");
4.1.3. 4.1.3 A list of all contractsLeases and 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 same 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 delayedeach Lease and each Contract;
4.1.4. 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 Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years 2001, 2002 and 2003 monthly operating statements for the calendar year to date;
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. 4.1.7 An inventory of all personal property located on the 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 rent roll of the Property in the form prepared by the Seller's property manager in the normal course of Seller'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 management 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 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 Seller, if any;
4.1.10. Copies 4.2.2 The tenant files, books and records relating to the ownership and operation of all tenant leasesthe Property;
4.2.3 All permits, licenses, approvals and amendments thereto.other entitlements relating to the Property in the possession of Seller; and
Appears in 1 contract
Due Diligence Items. 4.1. Seller has, on or prior to the date hereof, delivered to Buyer, or shall deliver to Buyer within three (3) business days of the Execution Date, each of the following within seven (7) days of the Opening of Escrow (collectively, the "“Due Diligence Items"”):
4.1.1. The existing An ALTA survey with Table A items 1, 2, 3, 4, 7(a), 8, 9, 10 and 11 for each of the Property in seller's possession or controlHealth Quest Group Properties (each, if any (the "a “Survey"”);
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 good and legible copies Copies of all documents constituting exceptions to the title as reflected and materials provided in the Title Report (collectively referred to hereinafter “Data Room,” as the "Title Documents")described on Exhibit I attached hereto;
4.1.3. A list Copies of all contractsLeases presently in effect with respect to the Real Property, including service contractstogether with any exhibits and amendments thereto (no CPI calculations are applicable);
4.1.4. Copies of the contracts for roof repairs for the Sunrise and Winter Park properties (the “Roof Contracts”), warranties, management, maintenance, leasing commission or which constitute the sole contracts in Seller’s possession (other agreements than the Leases) affecting the Real Property, if any, together with copies of the same 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 available for inspection. Seller agrees not delivered to enter into Buyer within two business days after receipt thereof, but in any additional contracts or agreements event prior to closing which cannot be canceled upon thirty (30) days written notice without costthe Close of Escrow, penalty, or obligation unless such contracts or other agreements are approved in writing by Buyer, which approval shall not be unreasonably withheld or delayedas defined below);
4.1.44.1.5. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils 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, shall and if able to be made available for inspection at Seller's officescopied;
4.1.54.1.6. True and correct copies of the real estate and personal property tax statements covering the Property Health Quest Group Properties or any 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 part, 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 Real Property for the two prior calendar years 2001, 2002 and 2003 the current year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.84.1.11. The tenant filesEvidence of flood plan insurance, books and records relating to the ownership and operation if required, for each of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. An inventory of all personal property located on the 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 anyHealth Quest Group Properties;
4.1.104.1.12. Copies of Any and all tenant leases, and amendments theretoenvironmental reports for the Real Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Due Diligence Items. 4.1. Within one (1) business day following the Opening of Escrow, Seller shall deliver make available to Buyer each of the following within seven (7) days of the Opening of Escrow items (collectively, the "Due Diligence Items"):
4.1.1. The existing survey of the Property in seller's possession or controlProperty, if any (the "Survey");
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 good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents");
4.1.3. 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 same 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. 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 Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. Operating A copy of operating statements for the most recent two calendar years 2001, 2002 and 2003 year the current year-to-date through the last full calendar month immediately prior to date;the Opening of Escrow.
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. An inventory of all personal property located on the 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;
4.1.10. Copies of all tenant leases, and amendments thereto.
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 within seven (7) days of the Opening of Escrow 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 existing Survey to the extent such Survey exists (if such Survey exists, Buyer may update such survey of at Buyer’s expense, in which case such updated Survey shall constitute the Property “Survey” as provided in seller's possession or control, if any (the "Survey"this Agreement);
4.1.2. A current preliminary title report or title commitment (the "The Title Report") for the issuance of policy of title insurance to Buyer from the Escrow Holder, together with good Report and legible copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents");
4.1.3. A list Copies of all contracts, including service contracts, warranties, management, maintenance, the Contracts;
4.1.4. Copies of any management or leasing commission or other agreements affecting the Property, if any, together with copies of the same 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. 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 Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. True and correct copies Copies of the real estate and personal property tax statements covering the Property or any part 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 part, portion thereof, if any;
4.1.7. Operating statements for the most recent two full calendar years 2001, 2002 and 2003 monthly operating statements for the calendar year to date;
4.1.8. The tenant 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 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 for inspection 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 during ordinary business hours at Seller's management office; and
4.1.9further 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. An inventory In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items to assist Buyer in its purchase of all personal property located on the Property, used in the maintenance Seller has not waived any privilege or claim of the Property confidentiality with respect thereto and no third party benefits or stored for future use at the Property relationships of any kind, either express or implied, have been offered, intended or created by Seller and an inventory of all furniture any such claims are expressly rejected by Seller and appliances used in the units, if any;
4.1.10. Copies of all tenant leases, and amendments theretowaived by Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (G REIT Liquidating Trust)
Due Diligence Items. 4.1. Seller shall deliver to Buyer each of the following within seven two (72) days of the Opening of Escrow (collectively, the "“Due Diligence Items"”):
4.1.1. The existing survey of the Property in seller's possession or controlProperty, if any (the "“Survey"”);
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 good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "“Title Documents"”);
4.1.3. 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 same 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. 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 Seller, if any, shall be made available for inspection at Seller's ’s offices;
4.1.5. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. Operating statements for the most recent two calendar years 2001, 2002 and 2003 year to dateshall be available for inspection;
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's ’s management office; and
4.1.9. An inventory of all personal property located on the 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;
4.1.10. Copies of all tenant leases, and amendments thereto.
Appears in 1 contract
Due Diligence Items. 4.1. 4.1 Seller shall deliver to Buyer each of the following within seven by no later than two (72) business days of following the Opening of Escrow Effective Date (together with the items described in Section 4.2, collectively, the "“Due Diligence Items"”):
4.1.1. 4.1.1 The existing survey of the Property in seller's Seller’s possession or control, if any (the "“Survey"”);
4.1.2. 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 insurance, with standard provisions and exceptions (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 (collectively referred to hereinafter as the "“Title Documents"”);
4.1.3. 4.1.3 A list of all tenant leases, contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with copies of the same same;
4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for each of the three (3) years prior to the current year and, if available, for the current year;
4.1.5 A schedule of all current or pending litigation with respect to the Property or any part, thereof, if any;
4.1.6 Operating statements for the most recent two (2) full calendar years and monthly operating statements for the calendar year to date;
4.1.7 An inventory of all personal property located on the 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
4.1.8 True and complete copies of all documents evidencing or pertaining to the Loan.
4.2 Seller shall be make the following available for inspection. Seller agrees not to enter into any additional contracts inspection by Buyer during ordinary business hours (or agreements prior to closing which cannot be canceled upon thirty (30as otherwise agreed) 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;at Seller’s management office:
4.1.4. 4.2.1 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 Seller, if any, shall be made available for inspection at Seller's offices;.
4.1.5. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. Operating statements for calendar years 2001, 2002 and 2003 year to date;
4.1.8. 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.2.3 All other items relating to the Property shall be available for inspection by Buyer during ordinary business hours which are located at Seller's ’s management office; and
4.1.9. An inventory of office or otherwise within Seller’s possession or control, including, without limitation, all personal property located on the Propertynotices, used in the maintenance of the Property statements and correspondence delivered to or stored for future use at the Property and an inventory of all furniture and appliances used in the unitsreceived from Lender, if any;
4.1.10. Copies of all tenant leasesexcept internal financial projections, appraisals, and amendments theretoother materials reasonably deemed by Seller to be proprietary or confidential.
Appears in 1 contract
Due Diligence Items. 4.1. 4.1 Seller shall deliver to Buyer each of the following within seven (7) five business days of the Opening of Escrow Effective Date (together with the items described in Section 4.2, collectively, the "Due Diligence Items"):
4.1.1. The 4.1.1 Any existing survey of the Property Property, in sellerSeller's possession or control, if any (the "Survey");
4.1.2. 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 insurance, with standard provisions and exceptions (the "Title Policy") to Buyer from the Escrow HolderHolder (defined hereinafter in Section 7.1.1), together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents");
4.1.3. 4.1.3 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 same 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 delayedsame;
4.1.4. 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 Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any 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 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 2001, 2002 and 2003 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. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. 4.1.7 An inventory of all personal property located on the 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;
4.1.10. 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
4.1.13 Copies of utility bills for the Real Property for the prior calendar year and the current year to date or if shorter, for any periods during which the Seller was the owner of the Property.
4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller's management office:
4.2.1 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 Seller, if any.
4.2.2 The tenant leasesfiles, books and amendments theretorecords relating to the ownership and operation of the Property.
Appears in 1 contract
Due Diligence Items. 4.1. 4.1 Seller shall deliver to Buyer each of the following within seven (7) three business days of the Opening of Escrow Effective Date (together with the items described in Section 4.2, collectively, the "Due Diligence Items"):
4.1.1. The 4.1.1 Any existing survey of the Property Property, in sellerSeller's possession or control, if any (the "Survey");
4.1.2. 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 insurance, with standard provisions and exceptions (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 (collectively referred to hereinafter as the "Title Documents");
4.1.3. 4.1.3 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 same 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 delayedsame;
4.1.4. 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 Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years 2001, 2002 and 2003 monthly operating statements for the calendar year to date;
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. 4.1.7 An inventory of all personal property located on the 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;.
4.1.10. Copies 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller's management office:
4.2.1 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 all Seller, if any.
4.2.2 The tenant leasesfiles, books and amendments theretorecords relating to the ownership and operation of the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Due Diligence Items. 4.1. 4.1 Seller shall deliver to Buyer (or if specifically noted, make available for Buyer's inspection at the Property) each of the following following, within seven three (73) days of the Opening of Escrow (collectively, the "Due Diligence Items"):
4.1.1. The existing 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, if any (the architectural, structural, mechanical, and electrical "Survey");
4.1.2. A current preliminary title report or title commitment (the "Title Report") as-built" plans and specifications 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 (collectively referred to hereinafter as the "Title Documents");
4.1.3. A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if anyImprovements, together with copies of the same shall 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 available true and correct by Seller), including for inspection. Seller agrees not to enter into any additional contracts 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 agreements prior to closing which cannot be canceled upon thirty (30) days written notice without costcontrol, 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. 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 copies of all tax bills applicable to the Property for the immediately preceding three (3) years.
4.1.10 To the extent in the possession of Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. True and correct possession or control, copies of the real estate and personal property tax statements covering 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 in Seller's possession or any part thereof control) and percentage rent paid for 2001, 2002, and by month for 2003.
4.1.17 For the immediately preceding calendar year or lease year, as the case may be, a reconciliation report for CAM, taxes, and insurance for each of the tenants.
4.1.18 To the extent in Seller's possession or control, copies of all petitions and the like relating to all litigation presently affecting the Property, and a status report describing any action Seller has filed or is contemplating filing against any tenant of the Property.
4.1.19 A list of all capital expenditures, additions, or other expenditures of $7,500 or more made in connection with the Property for the immediately preceding three (3) years, or for the period of Seller's ownership of the Property, 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) years prior to months, including a general ledger or other detailed account statement showing the current year and, if available, for the current year;
4.1.6. A schedule application of all current or pending litigation with respect to the Property or any part, thereof, if any;
4.1.7. Operating statements for calendar years 2001, 2002 such disbursements and 2003 year to date;
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. An inventory of all personal property located on the 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;
4.1.10. Copies of all tenant leases, and amendments theretodeposits.
Appears in 1 contract
Due Diligence Items. 4.1. 4.1 Seller shall deliver to Buyer each of the following within seven (7) five business days of the Opening of Escrow Effective Date (together with the items described in Section 4.2, collectively, the "“Due Diligence Items"”):
4.1.1. The 4.1.1 Any existing survey of the Property Property, in seller's Seller’s possession or control, if any (the "“Survey"”);
4.1.2. 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 insurance, with standard provisions and exceptions (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 (collectively referred to hereinafter as the "“Title Documents"”);
4.1.3. 4.1.3 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 same 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 delayedsame;
4.1.4. 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 Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any 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 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 2001, 2002 and 2003 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. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. 4.1.7 An inventory of all personal property located on the 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;
4.1.10. 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
4.1.13 Copies of utility bills for the Real Property for the prior calendar year and the current year to date or if shorter, for any periods during which the Seller was the owner of the Property.
4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1 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 Seller, if any.
4.2.2 The tenant leasesfiles, books and amendments theretorecords relating to the ownership and operation of the Property.
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Due Diligence Items. 4.1. Seller Sellers shall deliver make available to Buyer each Purchasers within five (5) business days after the date of this Agreement the following within seven documents, all of which shall be made available for review and copying (7at Purchasers’ cost and expense) days at the offices of the Opening of Escrow Eastdil Realty LLC at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (except where another location is specified below) (collectively, the "Due Diligence Items"):
4.1.1. The (a) All existing survey of land title surveys, plans and specifications and as-built drawings (available solely at manager’s office at the Real Property) for the Property in seller's Sellers’ possession or control, if any (the "Survey");
4.1.2. A current preliminary (b) All existing title report commitments for the Property in Sellers’ possession or title commitment control;
(c) Copies of the "Title Report"real estate tax and annual service charge bills (Xxx-Xxxxx) for the issuance Property for calendar years 2002, 2003 and 2004;
(d) Copies of policy the environmental, soils and/or engineering reports listed on Exhibit G in accordance with the terms of title insurance to Buyer from the Escrow Holder, together with good such Exhibit attached hereto and legible 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 documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents")such reports;
4.1.3. A list (e) Copies of all contractsLeases and tenant correspondence files;
(f) Copies of the Contracts;
(g) All certificates of occupancy, including service contractslicenses, warranties, management, maintenance, leasing commission or other agreements affecting the Propertypermits and outstanding violations, if any, together with copies of the same 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. 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 pertaining to the Property which are in Sellers’ possession or control.
(h) The operating statements for the possession of Seller, if any, shall be made available Property for inspection at Seller's officesthe last 3 fiscal years;
4.1.5. True and correct copies (i) Partnership agreements for each Owner;
(j) Copies of the real estate Ground Lease and personal property tax 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 covering and other submissions filed or submitted by Owners pursuant to the Property or any part thereof for each Xxx-Xxxxx Agreement during 2001, 2002 and 2003;
(m) Copies of the two (2) years prior to the current year and, if available, minute books and corporate records for the current yearOwners;
4.1.6. A schedule (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 current or pending litigation with respect to federal and state income and other tax returns of each Owner for fiscal years 2001, 2002, and 2003, (iii) the Property or any part, thereof, if any;
4.1.7. Operating statements general ledgers of each Owner for calendar fiscal years 2001, 2002 and 2003 year to dateand 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;
4.1.8. (o) The tenant filesfinancial records for the Property maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, books 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 records 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 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 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 and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the 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 ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. An inventory of all personal property located on or any internal financial audits relating to the 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;
4.1.10. Copies of all tenant leases, and amendments thereto.
Appears in 1 contract
Samples: Agreement of Purchase and Sale of Partnership Interests (Mack Cali Realty Corp)
Due Diligence Items. 4.1. Prior to the Effective Date (except as otherwise specifically identified below), Seller shall deliver has delivered to Buyer each of the following within seven (7) days of the Opening of Escrow (collectively, 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 existing A survey of the Real Property in seller's possession or controldated April 10, if any 2000 prepared by Pinion & XxXxxxxxx (the "“Survey"”);
4.1.2. A current preliminary title report or title commitment Copies of all Leases (which shall include any available extension options) presently in effect with respect to the "Title Report") for the issuance of policy of title insurance to Buyer from the Escrow HolderReal Property, together with good any amendments or modifications thereof and legible copies of all documents constituting exceptions other material correspondence received by Seller as landlord with respect to the title as reflected in Leases, exclusive of internal or confidential correspondence; provided however, a copy of that certain Lease by and between Landlord and The Sleep Specialty Center, LLC dated October 5, 2007 (the Title Report “Sleep Center Lease”) shall be delivered to Buyer within two (collectively referred to hereinafter as 2) days after the "Title Documents")Effective Date;
4.1.3. A list 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 Real 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. Within two (2) days after the Effective Date, a Rent Roll current as of December 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 shall be available for inspection. Seller agrees not 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 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. 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 construction tenant improvements referenced in the possession Sleep Center Lease at a cost of Seller, if any$166,852.62 (all as more particularly described in the May Construction Contract), shall be made available for inspection at 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 offices’s possession;
4.1.54.1.8. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, 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 Within two (2) days of the Effective Date, operating statements for the Real Property for the two prior calendar years 2001, 2002 and 2003 the current year to dateSeptember 30th;
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.94.1.11. An inventory of all personal property located on the Property, Real Property which is used in the maintenance of the Real Property or stored for future use at with the Property and an inventory of all furniture and appliances used in the units, if anyReal Property;
4.1.104.1.12. Copies of all tenant leasesutility bills for the Real Property for the previous 12 calendar months; and
4.1.13. The Atlanta Testing and Engineering Report 127597 dated February 17, and amendments thereto1999.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Due Diligence Items. 4.1. 4.1 Seller shall deliver has delivered to Buyer, to the extent the same are available, and Buyer each hereby acknowledges receipt of the following within seven items (7) days of together with the Opening of Escrow (items described in Section 4.2, collectively, the "“Due Diligence Items"”):
4.1.1. The 4.1.1 Any existing survey of the Property Property, in seller's Seller’s possession or control, if any control (the "“Survey"”);
4.1.2. 4.1.2 A current preliminary title report or title commitment (the "“Title Report"Commitment”) for the issuance of a standard coverage owner’s policy of title insurance insurance, with standard provisions and exceptions (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 Commitment (collectively referred to hereinafter as the "“Title Documents"”);
4.1.3. 4.1.3 A list of all Leases and contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with true and complete copies (in all material respects) of the same 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 delayedsame;
4.1.4. 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 Seller, if any, shall be made available for inspection at Seller's offices;
4.1.5. 4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. 4.1.6 Operating statements for the most recent two full calendar years 2001, 2002 and 2003 monthly operating statements for the calendar year to date, including a current delinquency report;
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller's management office; and
4.1.9. 4.1.7 An inventory of all personal property located on the 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;.
4.1.10. Copies 4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1 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 all Seller, if any.
4.2.2 The tenant leasesfiles, books and amendments theretorecords relating to the ownership and operation of the Property.
Appears in 1 contract
Due Diligence Items. 4.1. 4.1 Seller shall deliver to Buyer each of the following within seven by no later than one (71) days of business day following the Opening of Escrow Effective Date (together with the items described in Section 4.2, collectively, the "“Due Diligence Items"”):
4.1.1. 4.1.1 The existing survey of the Property in seller's possession or controlSeller’s possession, if any dated May 6, 2004 (the "“Survey"”);
4.1.2. 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 insurance, with standard provisions and exceptions (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 (collectively referred to hereinafter as the "“Title Documents"”);
4.1.3. 4.1.3 A list of all tenant leases, contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with copies of the same same;
4.1.4 True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for each of the three (3) years prior to the current year and, if available, for the current year;
4.1.5 A schedule of all current or pending litigation with respect to the Property or any part, thereof, if any;
4.1.6 Operating statements for the most recent two (2) full calendar years and monthly operating statements for the calendar year to date;
4.1.7 An inventory of all personal property located on the 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.
4.2 Seller shall be make the following available for inspection. Seller agrees not to enter into any additional contracts inspection by Buyer during ordinary business hours (or agreements prior to closing which cannot be canceled upon thirty (30as otherwise agreed) 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;at Seller’s management office:
4.1.4. 4.2.1 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 Seller, if any, shall be made available for inspection at Seller's offices;.
4.1.5. True and correct copies of the real estate and personal property tax statements covering the Property or any 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 part, thereof, if any;
4.1.7. Operating statements for calendar years 2001, 2002 and 2003 year to date;
4.1.8. 4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.2.3 All other items relating to the Property shall be available for inspection by Buyer during ordinary business hours which are located at Seller's ’s management office; and
4.1.9. An inventory of all personal property located on the Propertyoffice or otherwise within Seller’s possession or control, 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 unitsexcept internal financial projections, if any;
4.1.10. Copies of all tenant leasesappraisals, and amendments theretoother materials reasonably deemed by Seller to be proprietary or confidential.
Appears in 1 contract
