Due Diligence Materials Clause Samples
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Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items:
a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller);
b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available;
c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule;
d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any;
e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office;
f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable);
g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.
Due Diligence Materials. To the knowledge of the Company, all materials provided by the Company or any of its affiliates to the Dealer, including materials provided to the Dealer in connection with its due diligence investigation relating to the Offering, were materially accurate as of the date provided.
Due Diligence Materials. The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.
Due Diligence Materials. ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY IS SOLELY FOR BUYER’S CONVENIENCE AND WAS OR WILL BE OBTAINED FROM A VARIETY OF SOURCES. SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO (AND EXPRESSLY DISCLAIMS ALL) REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL NOT BE LIABLE FOR ANY MISTAKES, OMISSIONS, MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE PROPERTY NOR SHALL SELLER BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY SELLER OR ANY MANAGER, OR BY ANY REAL ESTATE BROKERS, MEMBERS, PARTNERS, AGENTS, REPRESENTATIVES, AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, SERVANTS, OR OTHER PERSONS OR ENTITIES ACTING ON SELLER’S BEHALF OR AT SELLER’S REQUEST (COLLECTIVELY, “SELLER RELATED PARTIES”).
Due Diligence Materials. All documents, agreements and other materials provided by Seller to Buyer or any representative of Buyer in connection with the due diligence conducted in connection with the transactions contemplated by this Agreement have been true, correct and complete originals or copies of the documents, agreements and other materials purported to be provided or to which access has been given.
Due Diligence Materials. The materials described in Schedule 1 to this Agreement.
Due Diligence Materials. Sellers shall have provided to Buyer or its representatives, in accordance with the terms of Section 5.2, all documents of the character and type requested by Buyer in connection with its "due diligence" investigation of the Company, and there are no documents in the possession of Sellers, the Company or any of their respective agents or representatives of a character or type described in such requests which have not been so provided to Buyer or its representatives.
Due Diligence Materials. Prior to any Property being accepted as a Borrowing Base Property, within thirty (30) days after the Administrative Agent shall have advised the Administrative Borrower that it has approved such Property for acceptance as a Borrowing Base Property,
(i) The Administrative Borrower shall have provided to the Administrative Agent (with copies for each Lender) the following information regarding such Property, in each case acceptable to the Administrative Agent: (A) a description of such Property (including, a general description of such Property’s location, market, and amenities); (B) purchase information (including copies of any contracts of sale, closing statements, and other documents and agreements to be entered into or delivered in connection therewith); (C) a Phase I environmental assessment and, if requested by the Administrative Agent based upon issues identified in the Phase I assessment, a Phase II environmental assessment and any other reports and assessments; (D) copies of existing title insurance, real property surveys, utility surveys and flood zone area certificates; (E) property operating statements; (F) proof of payment of real estate taxes and assessment amounts; (G) physical inspection reports; (H) evidence of insurance; (I) copies of all Space Leases, all operating agreements, equipment leases and other contracts and encumbrances, as applicable; (I) if applicable, a receivables aging report with respect to such Property; (J) an operating and capital expenditure budget for such Property; (K) other documents, materials and information required in the definition of “Borrowing Base Property” herein and proof of the satisfaction of the other conditions set forth in such definition, including copies of certificates of occupancy, to the extent available or appropriate; (L) other documents, materials and information required in order to confirm that the representations and warranties contained herein applicable to such Property are true and correct, to the extent available or appropriate; (M) information regarding the proposed Borrowing Base Subsidiary (including, information regarding all direct and indirect owners of the equity interests in such proposed Borrowing Base Subsidiary) that would own the Property if not owned by the Administrative Borrower, (N) a Survey of such Property; (O) evidence of the approval by the Administrative Borrower’s investment committee for the acquisition of such Property; and (P) such other information requested by ...
Due Diligence Materials. The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond in all material respects to the due diligence request submitted to the Company or Company Counsel by the Representative.
Due Diligence Materials. The information heretofore furnished by the Issuer to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Issuer to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.