Common use of Existing Property Documents Clause in Contracts

Existing Property Documents. After Buyer has deposited the Initial Deposit into Escrow, Seller shall make available to Buyer and Buyer's Representatives (which may be made available on an information website or other on-line site or at the Property), all materials, data and other information, if any, in the possession of Seller or Seller’s affiliates or property manager or leasing agent other than the Confidential Materials (as hereinafter defined) which relate exclusively to the Property, including any permits, approvals, entitlements, school impact mitigation agreements, and licenses, whether approved or in process, with any governmental authority correspondence with or notices from any governmental authorities, other development rights, studies (including all traffic, soils, geotechnical and environmental studies and reports), tests, surveys, reports, plans, agreements and authorizations relating to or affecting the Property, civil engineering, architectural and landscaping plans. Seller shall use commercially reasonable efforts to deliver such information via electronic format or on a website or other on-line site and to provide such information within three (3) Business Days following the Effective Date. Further Seller shall provide or make available to Buyer within three (3) days after the Effective Date, in accordance with the foregoing, the information set forth on Exhibit K (other than the items thereon highlighted in yellow, for which Seller shall use commercially reasonable efforts to provide or make available to Buyer as promptly as possible), to the extent in the possession or control of Seller and without any cost to Seller (all documents, instruments and information pertaining to the Property and the use, management, operation or leasing thereof that are provided by Seller to Buyer or made available to Buyer shall be hereinafter referred to as the “Seller Deliveries”). In no event shall Seller be required to prepare or obtain any information, report, document, survey, study, report or other item for Buyer not in Seller's, its affiliates or property manager’s or leasing agent’s possession. Seller hereby acknowledges and agrees that the following are in the possession of or control of, or are reasonably available to, Seller and will be provided as required in the first sentence: monthly operating statements (year-to-date and 3-year historical); year-end financial statements, audited if available (past 3 years); general ledger (year-to-date and 3-year historical); and copies of all Leases (notwithstanding the foregoing, the Leases will not be delivered to Buyer, but may be reviewed and copied by Buyer at the property management office located at the Property, provided that upon Buyer’s request, Seller shall deliver to Buyer a sample set of no less than twenty percent (20%) of the Leases). Buyer acknowledges that much of the materials, data and other information which Seller may make available to Buyer or Buyer's Representatives in connection with Buyer's evaluation of the Property were prepared by third parties other than Seller and, in some instances, may have been prepared prior to Seller's ownership of the Property. Seller makes no representation or warranty, and hereby expressly disclaims any representation or warranty, that any of the materials, data or other information previously or hereafter delivered or made available to Buyer or Buyer's Representatives are true, accurate or complete except as expressly set forth in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Buyer or any of Buyer's Representatives be permitted to review any of the following (collectively, the “Confidential Materials”): (i) any third party purchase inquiries or letters of intent relating to the purchase of the Property or correspondence and draft agreements with respect to the foregoing or any appraisals or any economic evaluations of the Property; (ii) Seller's organizational documents; (iii) Seller’s or its property manager’s internal budgets, financial projections, cost-basis data, valuations, reports or correspondence; and (iv) any documents or materials that are subject to the attorney/client privilege, that constitute attorney work product, which are proprietary or that are the subject of a binding confidentiality obligation. Seller acknowledges and agrees that Buyer, in its sole and absolute discretion, and its Representatives may review and/or copy (at Buyer’s expense) at the Property during normal business hours all financial and other books and records relating solely to the Property, including without limitation the Seller Deliveries, but excluding the Confidential Materials.

Existing Property Documents. After Buyer has deposited the Initial Deposit into Escrow, Seller shall make available to Buyer and Buyer's ’s Representatives (which may be made available on an information website or other on-line site or at the Property), all materials, data and other information, if any, in the possession of Seller or Seller’s affiliates or property manager or leasing agent other than the Confidential Materials (as hereinafter defined) which relate exclusively to the Property, including any permits, approvals, entitlements, school impact mitigation agreements, and licenses, whether approved or in process, with any governmental authority correspondence with or notices from any governmental authorities, other development rights, studies (including all traffic, soils, geotechnical and environmental studies and reports), tests, surveys, reports, plans, agreements and authorizations relating to or affecting the Property, civil engineering, architectural and landscaping plans. Seller shall use commercially reasonable efforts to deliver such information via electronic format or on a website or other on-line site and to provide such information within three (3) Business Days following the Effective Date. Further Seller shall provide or make available to Buyer within three (3) days after the Effective Date, in accordance with the foregoing, the information set forth on Exhibit K (other than the items thereon highlighted in yellow, for which Seller shall use commercially reasonable efforts to provide or make available to Buyer as promptly as possible), to the extent in the possession or control of Seller and without any cost to Seller (all documents, instruments and information pertaining to the Property and the use, management, operation or leasing thereof that are provided by Seller to Buyer or made available to Buyer shall be hereinafter referred to as the “Seller Deliveries”). In no event shall Seller be required to prepare or obtain any information, report, document, survey, study, report or other item for Buyer not in Seller's’s, its affiliates or property manager’s or leasing agent’s possession. Seller hereby acknowledges and agrees that the following are in the possession of or control of, or are reasonably The information made available to, Seller and will be provided as required to Buyer in the first sentencesentence of this Section 4.1.3 may include the following: monthly operating statements (year-to-date and 3-year historical); year-end financial statements, audited if available (past 3 years); general ledger (year-to-date and 3-year historical); and copies of all Leases (notwithstanding the foregoing, the Leases will not be delivered to Buyer, but may be reviewed and copied by Buyer at the property management office located at the Property, provided that upon Buyer’s request, Seller shall deliver to Buyer a sample set of no less than twenty percent (20%) of the Leases). Buyer acknowledges that much of the materials, data and other information which Seller may make available to Buyer or Buyer's ’s Representatives in connection with Buyer's ’s evaluation of the Property were prepared by third parties other than Seller and, in some instances, may have been prepared prior to Seller's ’s ownership of the Property. Seller makes no representation or warranty, and hereby expressly disclaims any representation or warranty, that any of the materials, data or other information previously or hereafter delivered or made available to Buyer or Buyer's ’s Representatives are true, accurate or complete except as expressly set forth in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Buyer or any of Buyer's ’s Representatives be permitted to review any of the following (collectively, the “Confidential Materials”): (i) any third party purchase inquiries or letters of intent relating to the purchase of the Property or correspondence and draft agreements with respect 11476794.5 12 to the foregoing or any appraisals or any economic evaluations of the Property; (ii) Seller's ’s organizational documents; (iii) Seller’s or its property manager’s internal budgets, financial projections, cost-basis data, valuations, reports or correspondence; and (iv) any documents or materials that are subject to the attorney/client privilege, that constitute attorney work product, which are proprietary or that are the subject of a binding confidentiality obligation. Seller acknowledges and agrees that Buyer, in its sole and absolute discretion, and its Representatives may review and/or copy (at Buyer’s expense) at the Property during normal business hours all financial and other books and records relating solely to the Property, including without limitation the Seller Deliveries, but excluding the Confidential Materials.

Existing Property Documents. After Buyer has deposited the Initial Deposit into Escrow, Seller shall make available to Buyer and Buyer's ’s Representatives (which may be made available on an information website or other on-line site or at the Property), all materials, data and other information, if any, in the possession of Seller or Seller’s affiliates or property manager or leasing agent other than the Confidential Materials (as hereinafter defined) which relate exclusively to the Property, including any permits, approvals, entitlements, school impact mitigation agreements, and licenses, whether approved or in process, with any governmental authority correspondence with or notices from any governmental authorities, other development rights, studies (including all traffic, soils, geotechnical and environmental studies and reports), tests, surveys, reports, plans, agreements and authorizations relating to or affecting the Property, civil engineering, architectural and landscaping plans. Seller shall use commercially reasonable efforts to deliver such information via electronic format or on a website or other on-line site and to provide such information within three two (32) Business Days following the Effective Date. Further Seller shall provide or make available to Buyer within three two (32) days after the Effective Date, in accordance with the foregoing, the information set forth on Exhibit K (other than the items thereon highlighted in yellow, for which Seller shall use commercially reasonable efforts to provide or make available to Buyer as promptly as possible), to the extent in the possession or control of Seller and without any cost to Seller (all documents, instruments and information pertaining to the Property and the use, management, operation or leasing thereof that are provided by Seller to Buyer or made available to Buyer shall be hereinafter referred to as the “Seller Deliveries”). In no event shall Seller be required to prepare or obtain any information, report, document, survey, study, report or other item for Buyer not in Seller's’s, its affiliates or property manager’s or leasing agent’s possession. Seller hereby acknowledges and agrees that the following are in the possession of or control of, or are reasonably The information made available to, Seller and will be provided as required to Buyer in the first sentencesentence of this Section 4.1.3 may include the following: monthly operating statements (year-to-date and 3two-year historical); year-end financial statements, audited if available (past 3 2 years); general ledger (year-to-date and 32-year historical); and copies of all Leases (notwithstanding the foregoing, the Leases will not be delivered to Buyer, but may be reviewed and copied by Buyer at the property management office located at the Property, provided that upon Buyer’s request, Seller shall deliver to Buyer a sample set of no less than twenty percent (20%) of the Leases). Buyer acknowledges that much of the materials, data and other information which Seller may make available to Buyer or Buyer's ’s Representatives in connection with Buyer's ’s evaluation of the Property were prepared by third parties other than Seller and, in some instances, may have been prepared prior to Seller's ’s ownership of the Property. Seller makes no representation or warranty, and hereby expressly disclaims any representation or warranty, that any of the materials, data or other information previously or hereafter delivered or made available to Buyer or Buyer's ’s Representatives are true, accurate or complete except as expressly set forth in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Buyer or any of Buyer's ’s Representatives be permitted to review any of the following (collectively, the “Confidential Materials”): (i) any third party purchase inquiries or letters of intent relating to the purchase of the Property or correspondence and draft agreements with respect to the foregoing or any appraisals or any economic evaluations of the Property; (ii) Seller's ’s organizational documents; (iii) Seller’s or its property manager’s internal budgets, financial projections, cost-basis data, valuations, reports or correspondence; and (iv) any documents or materials that are subject to the attorney/client privilege, that constitute attorney work product, which are proprietary or that are the subject of a binding confidentiality obligation. Seller acknowledges and agrees that Buyer, in its sole and absolute discretion, and its Representatives may review and/or copy (at Buyer’s expense) at the Property during normal business hours all financial and other books and records relating solely to the Property, including without limitation the Seller Deliveries, but excluding the Confidential Materials.