Common use of Due Diligence Materials Clause in Contracts

Due Diligence Materials. Xxxxx acknowledges that prior to the execution of this Agreement, Xxxxxx has already delivered to Buyer, for Xxxxx's review, accurate and complete copies of all documents and information in the possession or control of Seller that affect or relate to the Property in any manner whatsoever, provided such documents are not confidential, proprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall include, without limitation, to the extent that Seller has any of the same within its possession or control, environmental assessments and audits, soils reports, geotechnical reports and surveys, all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information relating to the Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materials.

Due Diligence Materials. Xxxxx acknowledges that prior During the period commencing on the Effective Date through December 19, 2022 (the “Inspection Period”) and continuing thereafter until the Closing, Buyer and its representatives and agents shall have the right to commence and actively pursue such due diligence as it may deem prudent, Seller shall, during normal business hours, upon advance notice to Seller (which may be oral) make all books, records, plans, building specifications, contracts, agreements or other instruments or documents contained in Seller’s files relating to the execution construction, operation and maintenance of this Agreement, Xxxxxx has already delivered the Property available to Buyer, for Xxxxx's reviewexcepting however, accurate documents and complete information that contain confidential and proprietary information pertaining to Seller and Seller’s business operations. Seller shall also provide Buyer with copies of all documents certificates of occupancy for the Property and information in the possession or control of Seller that affect or relate all studies, site analyses, engineers certificates, existing surveys, existing title insurance policies, contracts, leases, licenses, permits, operating agreements and architects certificates with respect to the Real Property that it has in any manner whatsoeverits possession, provided such documents are not confidentialor that it has access to, proprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall includeincluding, without limitation, (i) any site analyses with respect to the extent that Seller has oil, asbestos, underground storage tanks, Hazardous Substances, lead paint, lead plaster or asbestos on any portion of the same within its possession or controlReal Property and (ii) any reports regarding compliance with laws (including, environmental assessments but not limited to, ADA, zoning and auditsall other land use matters), soils and (iii) decommissioning reports, geotechnical reports reports, environmental reports, traffic studies and surveysdevelopment plans. Seller agrees to make such items available to Buyer and Bxxxx’s agents, all property at reasonable times at the mutual convenience of Buyer and boundary surveysSeller. If Buyer so requests, all engineering reports or Seller shall request the preparers of any such studies, lot certificationssite analyses or surveys to issue the same for the direct benefit of Buyer, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information relating to the Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose so that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss rely on such site analyses or otherwise inquire about documentssurveys as if they were prepared for Buyer in the first instance, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) dayin each case at Buyer’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materialssole expense.

Due Diligence Materials. Xxxxx acknowledges that prior to Within 5 business days after the execution of this AgreementEffective Date, Xxxxxx has already delivered Seller shall deliver to Buyer, or make available for Xxxxx's reviewreview by Buyer, accurate copies of the documents listed in Exhibit B to this Agreement which are in the Seller’s possession (collectively the “Due Diligence Materials”). Buyer acknowledges and complete copies agrees that Buyer shall be responsible for verifying through Buyer’s own due diligence the accuracy and completeness of all documents and information, including the foregoing Due Diligence Materials, provided by Seller to Buyer, and any reliance by Buyer on such documents and information shall be at Buyer’s own risk and expense. In addition, Buyer expressly acknowledges and agrees that Seller shall not be obligated to furnish, nor shall Buyer be entitled to review or have access to, any confidential, proprietary or privileged documents or information connected with the Property, including but not limited to opinions, appraisals, audits, internal memoranda or other documents, internal work product or other similar documents, which are in the possession or control of Seller that affect or relate to Seller. In connection with its purchase of the Property in any manner whatsoeverProperty, provided such documents are not confidential, proprietary or privileged ("Buyer may review and approve the Due Diligence Materials"). The Due Diligence Materials shall include, without limitation, as well as title to the extent that Seller has any Property, the physical condition of the same within its possession or control, environmental assessments and audits, soils reports, geotechnical reports and surveys, all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Propertyzoning, all plans and specifications related to the Property and all other reportsland use, studiesbuilding, maps, tests environmental and other information relating statutes, rules or regulations applicable to the Property, and any other matters relevant to acquisition, ownership and operation of the Property (collectively the “Property Information”), all of which are listed on Exhibit “C” attached hereto as Buyer deems appropriate or necessary, and incorporated herein by referenceall as subject to §2.02 and §2.04 hereof. In Likewise, notwithstanding anything to the event contrary herein, Seller withholds confidential, proprietary makes no representation or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so warranty whatsoever as to the truth, accuracy or completeness of any materials or information, including but not impair limited to the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials and any other materials relating to the Property Information, delivered or made available by Seller to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding in connection with the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materialstransaction contemplated herein.

Due Diligence Materials. Xxxxx acknowledges that prior Landlord shall provide to the Tenant within ten (10) business days of full execution of this Agreement, Xxxxxx has already delivered to Buyer, for Xxxxx's review, accurate and complete copies of all documents and information in the possession or control of Seller that affect or relate to Lease the Property in any manner whatsoever, provided such documents are not confidential, proprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall include, without limitationfollowing documents, to the extent that Seller has any in the custody of Landlord: financials for the same within its possession or controlFacility, environmental assessments copies of all title reports and auditsunderlying documents related thereto, soils available tax bills, assessments, site plans, architectural plans, construction documents, surveys, property condition reports, geotechnical reports and surveyszoning reports/letters, all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvalsPUD documents, governmental entitlementsapprovals/correspondence and any existing reports, correspondence including but not limited to physical building/land inspections, structural, environmental, topographical, wetlands, traffic impact, geotechnical, engineering, utility availability and from governmental entities regarding the Propertydrainage. Landlord will make commercially reasonable efforts to provide to Tenant, within ten (10) business days of such request, any additional due diligence materials requested by Tenant and available to Landlord. Landlord agrees to take all contracts steps commercially reasonably necessary to assist Tenant in its due diligence review, including providing to Tenant copies of and correspondence related access to or otherwise affecting the Property, all plans and specifications information related to the Property and all other reportsDue Diligence Materials. Landlord shall give Tenant notice within two (2) business days of any proposed meetings or conversations with any governmental entity, studies, maps, tests and other information or any notice from any governmental entity relating to any meetings or matters that may impact the Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by referenceFacility in any manner. In the event Seller withholds confidentialthat the Lease is terminated for any reason whatsoever (other than Landlord's default), proprietary Tenant agrees to turn over and assign to Landlord, within ten days of any of such termination, all of the maps, engineering studies or privileged reports, entitlements and approvals obtained by Tenant with respect to the Premises, including all related third-party studies, documents, then Seller engineering work for the Premises (collectively, the "Tenant's Work Product"), but specifically excluding Tenant’s own proprietary economic analysis of the Facility and the Premises from the terms set forth in this Section, and subject to the proprietary rights of any engineer or other consultant preparing the same and any limitations or use imposed by them. Landlord acknowledges that Tenant shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary make no warranties or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities representations regarding the Property adequacy of the Tenant's Work Product, that Tenant expressly disclaims any liability for any and all defects or otherwise impactingdeficiencies contained in the Tenant's Work Product, restricting, or affecting and that Landlord shall accept the Tenant's Work Product in its use or value ("Governmental Records") with various governmental entities and utilitiesAS IS" condition. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted Tenant shall also return to contact Landlord all necessary third parties and discuss with such third parties such Governmental Records and other the Due Diligence Materials, and agrees to keep all of the information and reports obtained from Landlord or relating to the Real Property, the Premises, the Facility and the transactions contemplated by this Lease confidential, and shall not disclose any such confidential information to any other person or entity without the prior written consent of Landlord. The terms of this Section shall survive the termination of the Lease.

Due Diligence Materials. Xxxxx acknowledges that prior Prior to the execution date of this Agreement, Xxxxxx Seller has already delivered to BuyerBuyer (including delivery through the electronic data site maintained by CBRE Inc.), for Xxxxx's reviewand Buyer hereby acknowledges receipt of, accurate and complete copies the items listed as “Already Delivered” on the Schedule of all documents and information in the possession or control of Seller that affect or relate to the Property in any manner whatsoever, provided such documents are not confidential, proprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials attached hereto as Exhibit P, and Seller shall includeuse its best efforts to cause Hotel Manager to make available to Buyer at the Hotel within two (2) Business Days after the Effective Date all other Hotel Records in Hotel Manager’s possession (excluding software and electronic data, without limitationbut including print outs of such data and, to the extent that available, electronic copies of such data) (all such materials, the “Due Diligence Materials”); provided, however, that, (i) Seller has shall not be obligated to organize, or prepare any index, digest or other summary of such documents or other materials or otherwise to create any new document, (ii) any documents or materials made available to Buyer through any website shall be deemed delivered upon Buyer’s being provided with the information necessary to access such website, and (iii) Seller shall not be deemed to have warranted the accuracy or completeness of any of the same within its possession or control, environmental assessments and audits, soils reports, geotechnical reports and surveys, all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information relating to the Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered other than (x) as expressly provided elsewhere in this Agreement and (y) to the extent denoted by use of the phrase “True and Complete Copy”. Notwithstanding this Section 4.9 or any other provision of this 116800-0001/LEGAL125685330.6 Agreement, in no event shall Seller be required to provide to Buyer by Seller are, to any Excluded Materials. Buyer acknowledges receipt of the Due Diligence Materials set forth on Exhibit P and agrees that Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements representations and other records warranties set forth in Section 5.1.1 of various governmental entities, districts and utilities regarding this Agreement shall be deemed modified by the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") matters disclosed with various governmental entities and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with reasonable specificity in such third parties such Governmental Records and other Due Diligence Materials.

Due Diligence Materials. Xxxxx acknowledges that prior Prior to the execution of this Agreement, Xxxxxx has already Seller delivered to Buyer and Buyer received copies of those documents listed on Exhibit B attached hereto (“Property Information”). In addition, during the Inspection Period and following at least twenty-four (24) hours’ prior written notice from Buyer, Seller agrees to allow Buyer, its members, consultants, authorized agents or representatives, at Buyer’s expense, to inspect at the Real Property and make copies of any other documents and property records (other than the Excluded Documents, as defined below) relating exclusively to the ownership, operation and maintenance of the Property, but only if and to the extent such documents and property records are in Seller’s possession or readily available to Seller (“Additional Property Information”). All of such Property Information and Additional Property Information delivered to, made available to, copied and/or reviewed by Buyer pursuant to this Section 4.1 (including all Leases, Service Contracts and License Agreements) shall sometimes be referred to collectively herein as the “Property Documents”. Notwithstanding anything in this Section 4.1 to the contrary, Seller shall have no obligation to make available to Buyer, for Xxxxx's reviewand Buyer shall have no right to inspect or make copies of, accurate and complete copies of all documents and information in the possession or control of Seller that affect or relate to the Property in any manner whatsoever, provided such documents are not confidential, proprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall include, without limitation, to the extent that Seller has any of the same within its possession Excluded Documents. As used herein, “Excluded Documents” shall mean any documents involving either Seller’s financing or controlrefinancing of the Property, any purchase and escrow agreements and correspondence pertaining to Seller’s acquisition of the Property (other than documents pertaining to the physical or environmental assessments condition of the Real Property), any documents pertaining to the potential acquisition of the Property by any past or prospective purchasers (other than documents relating to the physical or environmental condition of Real Property), any third party purchase inquiries and auditscorrespondence, soils reportsappraisals of the Property, geotechnical reports internal budgets or financial projections, Seller’s entity documentation, and surveys, all property and boundary surveys, all engineering reports any other internal documents (other than documents consisting of correspondence or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence notices to and from governmental entities regarding the Property, all contracts and correspondence related to tenants or otherwise affecting the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information licensees or documents relating to the physical or environmental condition of Real Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materials).

Due Diligence Materials. Xxxxx acknowledges that prior Seller has delivered or made available to Purchaser via a diligence website maintained by the Seller (the “Data Room”), copies of the due diligence materials listed on Exhibit 4.1(f) (the “Due Diligence Materials”). Subject only to the execution express representations and warranties of Seller set forth in Section 6.1, Purchaser acknowledges and agrees that the Due Diligence Materials are provided simply as an accommodation to Purchaser and except as otherwise expressly provided elsewhere in this Agreement, Xxxxxx has already delivered Seller makes no representation or warranty with regards to Buyerthe accuracy and completeness of any document or information, for Xxxxx's reviewincluding the Due Diligence Materials, accurate provided by Seller to Purchaser, and complete copies of all any reliance by Purchaser on such documents and information shall be at Purchaser’s own risk and expense. In addition, and notwithstanding anything in the possession or control of Seller that affect or relate this Agreement to the Property in contrary, Purchaser expressly acknowledges and agrees that Seller shall not be obligated to furnish, nor shall Purchaser be entitled to review or have access to, any manner whatsoever, provided such documents are not confidential, proprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall includedocuments or information connected with the Properties, without limitationincluding but not limited to opinions, to the extent that Seller has any of the same within its possession or controlappraisals, environmental assessments and audits, soils reports, geotechnical reports and surveys, all property and boundary surveys, all engineering reports internal memoranda or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information relating to the Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary internal work product or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about other similar documents, agreements and other records which are in the possession or control of various governmental entitiesSeller. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, districts and utilities regarding the Property or otherwise impactingSELLER HAS NOT UNDERTAKEN ANY INDEPENDENT INVESTIGATION OF, restrictingAND MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE TRUTH, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regardACCURACY OR COMPLETENESS OF, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entityANY MATERIALS OR INFORMATION, other than SellerINCLUDING BUT NOT LIMITED TO THE DUE DILIGENCE MATERIALS AND ANY OTHER MATERIALS RELATING TO THE PROPERTIES, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence MaterialsDELIVERED OR MADE AVAILABLE BY OR ON BEHALF OF SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN EXCEPT, IN EACH CASE AS OTHERWISE EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 6.1.

Due Diligence Materials. Xxxxx acknowledges that prior Subject to the execution provisions of this AgreementSection 3.1(b) hereof, Xxxxxx Seller has already provided and/or shall provide Buyer and its agents, employees, representatives, engineers, architects, or contractors (collectively, "Buyer's Agents") with access to the Property to perform Buyer's inspections and review and determine the present condition of the Property. Seller has delivered or made available to BuyerBuyer at Seller's offices, for Xxxxxat the Real Property or in an electronic data room, or shall within the Delivery Period deliver or make available to Buyer at Seller's reviewoffices, accurate and complete at the Real Property or in an electronic data room, copies of all documents and information Due Diligence Materials (as defined in the possession or control of Seller that affect or relate Section 3.1(c) below) in Seller's possession, except as otherwise specifically provided herein. Notwithstanding anything to the Property in any manner whatsoevercontrary contained herein, provided such documents are not confidential, proprietary or privileged ("Due Diligence Materials"). The the Due Diligence Materials shall includeexpressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller's cost of acquisition of the Real Property, without limitationor cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the extent that Seller has Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller's boards, committees, partners or investors in connection with its consideration of the same within its possession acquisition of the Real Property, construction of the Improvements or control, environmental assessments and audits, soils reports, geotechnical reports and surveys, all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding sale of the Property, all (iii) any proposals, letters of intent, draft contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related to the Property and all like prepared by or for other reports, studies, maps, tests and other information relating to the Property, all prospective purchasers of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impactingany part thereof, restricting(iv) Seller's internal memoranda, attorney-client privileged materials, internal appraisals, structural or affecting its use or value physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party. The "Governmental Records"Delivery Period" shall mean the period which ends five (5) with various governmental entities and utilities. In this regard, business days after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materialsthe Effective Date.

Due Diligence Materials. Xxxxx acknowledges that prior (a)Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser the Title Commitment and Exception Documents. (b)Within twenty-five (25) days after the Effective Date, Seller shall deliver to Purchaser the Survey. 8 (c)Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser, at Purchaser's address, for its review and/or copying, the following items respecting the Property to the execution of this Agreement, Xxxxxx has already delivered to Buyer, for Xxxxx's review, accurate and complete copies of all documents and information extent such items are in the possession or direct control of Seller that affect or relate the Seller: (i)Copies of any documents related to the development of the Property, including without limitation any documentation relating to economic development incentives, zoning, land use, or any agreements with any governmental bodies relating to the Property, if any; (ii)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; (iii)Copies of any and all existing surveys, and any environmental studies or impact reports relating to the Property, if any, including without limitation, any Environmental Reports, 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; (iv)Copies of any and all Leases; (v)Copies of any and all Existing Contracts; and (vi)Copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, if any, the outcome of which might materially affect the Property or the use and operation of the Property, together with summaries and such other more detailed information as Purchaser may reasonably request with respect to any other pending litigation or claim the outcome of which might materially affect Seller or materially affect the Property (the foregoing items in any manner whatsoeverSections 4.1(c)(i) through 4.1(c)(vi), provided such documents the Title Commitment, the Exception Documents and the Survey are not confidential, proprietary or privileged (hereinafter collectively referred to as the "Due Diligence Materials"). The Purchaser acknowledges that the Land and Property are part of a multi-year, multi-parcel assemblage which involved numerous consultants and independent contractors engaged by the Seller and as such the Seller is not making any warranty as to the completeness or accuracy of the Due Diligence Materials shall include(as herein defined) or any other items delivered, without limitation, to the extent except that Seller hereby warrants and represents that Seller has any delivered all of the same within its possession or control, environmental assessments and audits, soils reports, geotechnical reports and surveys, all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information relating to the Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered known to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records without duty of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materialsinquiry.

Due Diligence Materials. Xxxxx acknowledges that prior Promptly following the consummation of the Mxxxx Transaction, each of the Company and its Subsidiaries (as applicable) shall, within five (5) Business Days, provide to the execution Buyers, at the Company’s sole cost and expense, the following agreements, documents, contracts, records, reports and other items with respect to the Real Property, to the extent the same are in the Company’s and its Subsidiaries’ (as applicable) possession or control or obtainable through commercially reasonable efforts (collectively, the “Due Diligence Documents”): (i) a copy of each Acquisition Seller’s title policy with respect to the applicable Real Property; (ii) a copy of the Company’s and its Subsidiaries’ (as applicable) ALTA survey of each Real Property; (iii) a copy of any warranties for the Real Property; (iv) copies of environmental tests and asbestos surveys, if any, certified to Buyers (“Environmental Reports”); (v) a copy of all notices from any municipal, local, county, state and/or federal governmental offices or agencies with regard to matters which currently affect the Real Property; (vi) a list of all pending and/or threatened litigation known to the Company and its Subsidiaries (as applicable) with regard to the Real Property and/or which materially affect the Company and its Subsidiaries (as applicable) ability to perform under this Agreement, Xxxxxx has already delivered to Buyer, for Xxxxx's review, accurate and complete ; (vii) copies of all documents current insurance policies for the Real Property; (viii) copies of all licenses and information in permits required for the possession or control Real Property, including, but not limited to, all certificates of Seller that affect or relate occupancy; and (ix) copies of zoning reports, inspection reports, and appraisals, with such materials being certified to the Property in any manner whatsoever, provided such documents are not confidential, proprietary or privileged Buyers ("Due Diligence Materials"“Other Reports”). The Due Diligence Materials shall include, without limitation, Documents are unaltered copies of such materials prepared by the applicable third parties indicated therein and provided to the extent Company and its Subsidiaries (as applicable), and the Company and its Subsidiaries (as applicable) have not received written notice that Seller has any such materials contain material misstatements of fact or material inaccuracies. In addition, the Company and its Subsidiaries shall be responsible for the costs, fees and premium for (a) a title commitment and a Standard ALTA title insurance policy insuring the Buyers with respect to each Real Property in the amount of the same within its possession allocated value, together with any endorsements or control, environmental assessments and audits, soils reports, geotechnical reports and surveys, all property and boundary surveys, all engineering reports other special or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related extended coverage to the Property title insurance policy and all other reports, studies, maps, tests and other information relating (b) an ALTA survey certified to the Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence MaterialsBuyers.

Due Diligence Materials. Xxxxx acknowledges that prior During the period commencing on the Effective Date through July 25, 2018 (the “Inspection Period”) and continuing thereafter until the Closing, Buyer and its representatives and agents shall have the right to commence and actively pursue such due diligence as it may deem prudent, Seller shall, during normal business hours, upon advance notice to Seller (which may be oral) make all books, records, plans, building specifications, contracts, agreements or other instruments or documents contained in Seller’s files relating to the execution construction, operation and maintenance of this Agreement, Xxxxxx has already delivered the Property available to Buyer, for Xxxxx's reviewexcepting however, accurate documents and complete information that contain confidential and proprietary information pertaining to Seller and Seller’s business operations. Seller shall, to the extent in Seller’s possession, also provide Buyer with copies of all documents certificates of occupancy for the Property and information in the possession or control of Seller that affect or relate all studies, site analyses, engineers certificates, existing surveys, existing title insurance policies, contracts, leases, licenses, permits, operating agreements and architects certificates with respect to the Real Property that it has in any manner whatsoeverits possession, provided such documents are not confidentialor that it has access to, proprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall includeincluding, without limitation, (i) any site analyses with respect to the extent that Seller has oil, asbestos, underground storage tanks, Hazardous Substances, lead paint, lead plaster or asbestos on any portion of the same within its possession or controlReal Property and (ii) any reports regarding compliance with laws (including, environmental assessments and auditsbut not limited to, soils reportsADA, geotechnical reports and surveys, all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related to the Property zoning and all other reportsland use matters). Seller agrees to make such items available to Buyer and Buyer’s agents, at reasonable times at the mutual convenience of Buyer and Seller. If Buyer so requests, Seller shall request the preparers of any such studies, mapssite analyses or surveys to issue the same for the direct benefit of Buyer, tests and other information relating to the Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose so that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss rely on such site analyses or otherwise inquire about documentssurveys as if they were prepared for Buyer in the first instance, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) dayin each case at Buyer’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materialssole expense.

Due Diligence Materials. Xxxxx acknowledges that prior to the Within two (2) days of execution of this Agreement, Xxxxxx has already delivered Seller and his agents shall deliver, or cause to Buyerbe delivered, for Xxxxx's review, accurate and complete copies of to Purchaser all documents and information materials in the possession or control of Seller that affect or relate relating to the Property in any manner whatsoeverProperty: including but not limited to, provided the following: bankruptcy settlement agreement by and between Seller and Genuity (or such documents are not confidential, proprietary or privileged ("Due Diligence Materials"other name that the previous Tenant may have used). The Due Diligence Materials shall include, without limitation, to the extent that Seller has any of the same within its possession or control, environmental assessments and audits, soils reports, geotechnical reports and surveys, all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information maintenance records relating to the Property, any notices of violations of law existing on the Property, plans and specifications; a detailed list of all equipment and items to transfer with the Property; seismic or geological investigations/reports; environmental investigations/reports; preliminary title report; all surveys, recorded parcel/tract maps showing easements; flood zone maps; all engineering studies; evidence of which are listed on Exhibit “C” attached hereto all governmental approvals; including development applications/correspondence with the City and incorporated herein related public agencies, including original executed conditions of approval; drainage facility studies; all hydrology studies, soils or borings reports; traffic studies; utility availability letters; CC&R’s; assessment district, grading / drainage plans; sewer plans; water plans; landscape/hardscape plans; irrigation plans; specification books; warranties; current tax bills; all contracts/service agreements or other written agreements affecting the Property; public or private utility easements; access agreements ; special assessment arrangements; all information pertaining to the installations or the satellite dish operated by reference. In General Dynamics and the event Seller withholds confidentialcellular transmission tower operated by Crown Castle GT Company, proprietary including any leases, licenses, or privileged documents, then Seller shall disclose subleases that fact such entities had to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding use the Property or otherwise impacting(collectively, restrictingthe “ Property Information ”). Purchaser and its agents, employees, and representatives shall have a continuing right of reasonable access to the Property during the pendency of this Agreement for the purpose of conducting surveys, engineering, geotechnical, and environmental inspections and tests, and any other inspections, studies, or affecting its use or value ("Governmental Records") with various governmental entities tests reasonably required by Purchaser. Purchaser shall keep the Property free and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email clear of any scheduled contact with liens and will indemnify, defend, and hold Seller harmless from all claims and liabilities asserted against Seller as a governmental entityresult of such entry by Purchaser, other than Sellerits agents, Buyer is permitted employees, or representatives, provided that Purchaser shall have no responsibility or liability for any act or omission of Seller or its agents, employees or contractors and/or for any adverse condition or defect on or affecting the Property not caused by Purchaser or its employees, agents, contractors, or subcontractors (including those discovered during their inspections). If any inspection or test disturbs the Property, Purchaser will restore the Property to contact all necessary third parties and discuss with the same condition as existed prior to any such third parties such Governmental Records and other Due Diligence Materialsinspection or test.

Due Diligence Materials. Xxxxx Buyer acknowledges that prior to the execution of this Agreement, Xxxxxx Seller has already delivered to Buyer, for XxxxxBuyer's review, accurate and complete copies of all documents and information in the possession or control of Seller that affect or relate to the Property in any manner whatsoever, provided such documents are not confidential, proprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall include, without limitation, to the extent that Seller has any of the same within its possession or control, environmental assessments and audits, soils reports, geotechnical reports and surveys, all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding the Property, all contracts and correspondence related to or otherwise affecting the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information relating to the Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materials.

Due Diligence Materials. Xxxxx acknowledges that prior Within ten (10) business days after the Effective Date, Seller shall provide Buyer with copies of documents in Seller’s possession (to the execution extent reasonably accessible by Seller) regarding the Property, including, without limitation, the Environmental Reports, surveys (ALTA or as-built), applications for entitlements, approvals and/or permits, environmental impact reports, technical studies, letters of this Agreementsupport or objection to proposed projects, Xxxxxx has already delivered to Buyer, for Xxxxx's review, accurate and complete copies any other materials describing or analyzing the physical elements or qualities of all documents and information in the possession or control of Seller that affect or relate Property and/or relating to the governmental approvals associated with the Property in any manner whatsoever(collectively, provided such documents are not confidential, proprietary or privileged ("the “Due Diligence Materials"”). The Due Diligence Materials shall includeMaterials, without limitationand any other information, documents and/or materials provided or to be provided by Seller or Seller’s employees, agents or representatives with respect to the extent that Property (collectively with the Due Diligence Materials, “Information”) was or will be obtained from a variety of sources. Seller has not made any independent investigation or verification of any Information and, except as expressly set forth in this Agreement, makes no representations as to the accuracy or completeness of the Due Diligence Materials and Information. Buyer agrees that it will not attempt to assert any liability or claim against Seller, and hereby waives any such claim, based upon Seller furnishing the Due Diligence Materials and/or other Information. Notwithstanding anything to the contrary herein, the terms “Due Diligence Materials” and “Information” expressly exclude, and Seller shall have no obligation to provide to Buyer, any of the same within its possession following (collectively, the “Excluded Information”): (a) attorney-client communications; (b) attorney work product; (c) proprietary business information; or control(d) books, environmental assessments records, documents or information (i) on the corporate, financial and auditsaccounting records of the operation of Seller as an entity (as opposed to records concerning the Property), soils reports, geotechnical reports and surveys, (ii) regarding offers or inquiries made by third parties concerning the purchase of some or all property and boundary surveys, all engineering reports or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence to and from governmental entities regarding of the Property, all contracts and correspondence related to (iii) that Seller cannot disclose without violating a contractual, statutory or otherwise affecting other legal duty of confidentiality, or (iv) that are not in the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information relating to the Property, all possession of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to persons under Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materialscontrol.

Due Diligence Materials. Xxxxx acknowledges that prior Prior to the execution of this Agreement, Xxxxxx has already Seller delivered to Buyer and Buyer received copies of those documents listed on Exhibit B attached hereto (“Property Information”). In addition, during the Inspection Period and following at least twenty-four (24) hours’ prior telephone or written notice from Buyer, Seller agrees to allow Buyer, its authorized agents or representatives, at Buyer’s expense, to inspect at the Real Property and make copies of any other documents and property records (other than the Excluded Documents, as defined below) relating to the ownership, operation and maintenance of the Property, but only if and to the extent such documents and property records are in Seller’s possession at the Real Property (which shall include review of copies of such documents located at the property management office at the Real Property) (“Additional Property Information”). All of such Property Information and Additional Property Information delivered to, made available to, copied and/or reviewed by Buyer pursuant to this Section 4.1 (including all Leases, Service Contracts and License Agreements) shall sometimes be referred to collectively herein as the “Property Documents”. Notwithstanding anything in this Section 4.1 to the contrary, Seller shall have no obligation to make available to Buyer, for Xxxxx's reviewand Buyer shall have no right to inspect or make copies of, accurate and complete copies of all documents and information in the possession or control of Seller that affect or relate to the Property in any manner whatsoever, provided such documents are not confidential, proprietary or privileged ("Due Diligence Materials"). The Due Diligence Materials shall include, without limitation, to the extent that Seller has any of the same within its possession Excluded Documents. As used herein, “Excluded Documents” shall mean any documents in electronic form or controlinvolving either Seller’s financing or refinancing of the Property, any purchase and escrow agreements and correspondence pertaining to Seller’s acquisition of the Property (other than documents pertaining to the Leases or the physical or environmental assessments condition of the Real Property), any documents pertaining to the potential acquisition of the Property by any past or prospective purchasers (other than documents relating to the Leases or the physical or environmental condition of Real Property), any third party purchase inquiries and auditscorrespondence, soils reportsappraisals of the Property, geotechnical reports internal budgets (other than operating budgets for calendar years 2005 and surveysearlier) or financial projections, all property and boundary surveys, all engineering reports any other internal documents (other than documents consisting of correspondence or studies, lot certifications, all governmental applications and approvals, governmental entitlements, correspondence notices to and from governmental entities regarding the Property, all contracts and correspondence related tenants or licensees or with respect to Service Contracts to be assumed by Buyer pursuant to this Agreement or otherwise affecting the Property, all plans and specifications related to the Property and all other reports, studies, maps, tests and other information documents relating to the physical or environmental condition of Real Property, all of which are listed on Exhibit “C” attached hereto and incorporated herein by reference. In the event Seller withholds confidential, proprietary or privileged documents, then Seller shall disclose that fact to Buyer by identifying such documents in a general description so as to not impair the confidential, proprietary or privileged nature thereof. Any Due Diligence Materials delivered to Buyer by Seller are, to Seller’s knowledge, accurate, complete, and/or valid. Seller acknowledges Buyer may desire to discuss or otherwise inquire about documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, after providing Seller with one (1) day’s prior notice via facsimile or email of any scheduled contact with a governmental entity, other than Seller, Buyer is permitted to contact all necessary third parties and discuss with such third parties such Governmental Records and other Due Diligence Materials).