Inspection and Due Diligence. 2.5.1 If Seller has not previously delivered or made available to Buyer the following, then not later than the date which is three (3) days after the Effective Date, Seller will deliver or make available to Buyer the following documents and records regarding the Property to the extent such are in Seller’s possession or control and which are not privileged as reasonably determined by Seller (collectively, the "Property Materials"). The Property Materials are being delivered or made available to Buyer to facilitate Buyer’s Physical Inspections and Other Investigations (as such terms are defined in Section 2.5.3 hereof), of the Property, and except as otherwise specifically provided in this Agreement, Seller makes no representations or warranties of any kind or nature whatsoever regarding the accuracy, completeness or thoroughness of such Property Materials:
(a) The current Rent Roll of the Property, identifying the leased premises for each Lease, the term of each such Lease, recurring concessions, and the amount of any security deposit held by Seller pursuant to each such Lease;
(b) A copy of the current Accounts Receivable Report for the Property indicating prepaid rent and delinquencies;
(c) Copies of the Leases and contents of the tenant files for each current tenant;
(d) Copies of the Property’s operating statements for the year 2013, 2014, 2015 and 2016 through the end of the month prior to the Effective Date, including, without limitation, the general ledger for the 12 full calendar months preceding the Effective Date (redacted to remove Seller's confidential information);
(e) Copies of Loss Run Reports under Seller’s insurance for the two (2) years prior to the Effective Date;
(f) Copies of bills for the two (2) year period prior to the Effective Date for water, electricity, natural gas, and any other utility charges
(g) A copy of the most recent ALTA survey of the Real Property and Improvements in Seller’s possession;
(h) A copy of all maintenance work orders for the two (2) year period prior to the Effective Date;
(i) A copy of the Owner’s Policy of Title Insurance for the Real Property;
(j) Copies of the real property tax bills for the current and past four (4) tax years;
(k) Copies of all environmental, asbestos and lead paint reports regarding the Real Property (including, without limitation, a copy of the most recent Phase I report);
(l) Copies of or a schedule describing all permits, licenses, and certificates of occupancy with respect to the P...
Inspection and Due Diligence a. Due Diligence Period: Property is being sold subject to a Due Diligence Period of days from the Binding Agreement Date. b.
Inspection and Due Diligence. (a) Prior to Closing, Purchaser (including its agents and representatives) shall be permitted to inspect the Facility and the Purchased Property. The “Due Diligence Period” for purposes of this Agreement means a period commencing on the Effective Date an extending until 5:00 p.m. Eastern on the forty-fifth (45th) day following the Effective Date, or if such day is not a business day, on the next business day following such day. The Purchaser shall be entitled to continue all such inspections during and after the Due Diligence Period. Such inspections may include an independent appraisal and environmental assessments (including Phase I assessments and Phase II assessments if Seller consents to any such Phase II assessment which consent shall not be unreasonably withheld, conditioned or delayed), impact study and detailed architectural and engineering inspections of buildings and mechanical systems located on the Real Property and any other inspections which may reasonably be required by potential lenders or investors. Purchaser shall not conduct any drilling, boring, soil testing or other physically intrusive inspections without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if done in connection with any Phase II assessment. Seller shall allow Purchaser and its authorized representatives reasonable access upon prior notice during normal business hours and until the Closing to Seller’s executive personnel, properties and records, shall permit examination and testing, and shall furnish Purchaser and its authorized representatives such information concerning the Purchased Property and the Facility as Purchaser reasonably requests. Purchaser and its authorized representatives shall have the right to review and copy all such books, accounts, records, agreements or other documents as it may reasonably deem advisable. Seller shall, upon reasonable request by Purchaser, make available to Purchaser by electronic data room or otherwise, copies of all records, files, correspondence, invoices, resident lists, supplier lists, blueprints, specifications, designs, drawings, business records and plans, operating and financial data, environmental assessments, property reports, permits and regulatory files and other data associated with or used by Seller in connection with its operation of the Business or its ownership or operation of the Purchased Property, including without limitation all of the information reques...
Inspection and Due Diligence. Property is being sold subject to a Due Diligence Period of days from the Binding Agreement Date. Time Limit of this Counter Offer: This Counteroffer, which incorporates and controls over the Original Offer, shall expire at o’clock .m. on the date of unless prior to that time it is accep ed in writing and notice (as that term is defined in the Original Offer) is delivered to the party who made the Counteroffer. Buyer(s) Initials Seller(s) Initials
Inspection and Due Diligence. Property is being sold subject to a Due Diligence Period of days from the Binding Agreement Date. Time Limit of this Counter Offer: This Counteroffer, which incorporates and controls over the Original Offer, shall expire at o’clock .m. on the date of unless prior to that time it is accepted in writing and notice (as that term is defined in the Original Offer) is delivered to the party who made the Counteroffer. O Buyer(s) Initials Seller(s) Initials THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (000) 000-0000.
Inspection and Due Diligence. 2.01 Inspection and Due Diligence. Prior to the date hereof, Purchaser has reviewed the existing information to which Purchaser had access, including title commitment materials, and has conducted a reasonable investigation of the Properties and the Purchased Interests and Purchased Entities (collectively, the “Due Diligence”).
Inspection and Due Diligence. FOR TRAINING ONLY
a. Right to Inspect Property: Upon prior notice to Seller, Buyer and/or Buyer’s representatives shall have the right to enter the Property at Buyer’s expense and at reasonable times (including immediately prior to closing) to inspect, examine, test, appraise and survey Property. Seller shall cause all utilities, systems and equipment to be on so that Buyer may complete all inspections. Buyer agrees to hold Seller and all Brokers harmless from all claims, injuries and damages relating to the exercise of these rights and shall promptly restore any portion of the Property damaged or disturbed from testing or other evaluations to a condition equal to or better than the condition it was in prior to such testing or evaluation. If Buyer is concerned that the Property may have been used as a laboratory for the production of methamphetamine, or as a dumpsite for the same, Buyer should review the National Clandestine Laboratory Register
Inspection and Due Diligence. The Company shall have allowed the ---------------------------- Buyer and its representatives, at Buyer's expense, to visit and inspect the Company's properties, to examine its books of account and records and to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by Buyer. The results of the Buyer's ongoing due diligence investigation shall be satisfactory to Buyer in its sole discretion.
Inspection and Due Diligence. (A) Seller agrees to provide Buyer with copies of any surveys of the Property in Seller’s possession. Buyer, at its own expense, may have any such surveys updated or may obtain new surveys. Seller grants to Buyer and persons designated by Buyer permission to enter upon each Property in order to make surveys, bores, soil bearing tests and other tests, provided that said surveys and tests shall be approved in advance by the applicable Seller and shall be so conducted as not to damage the Property. Buyer hereby agrees to indemnify, defend and hold Seller harmless from and against any and all damages, liens, injuries, actions, claims or costs, including reasonable attorneys fees, arising in any manner, directly or indirectly, from Buyer’s or its designees’ activities on or with respect to the Property, which indemnity shall survive the termination of this Agreement for six months. Buyer shall (i) keep all information, data and reports concerning or arising from any such tests confidential to the extent permitted by applicable law and shall not disclose or divulge the same to any third party (other than a lender making a mortgage loan to Buyer with respect to the Property and any other parties who have a need to know in connection with Buyer’s contemplated purchase of the Property) without Seller’s prior written consent, which Seller may withhold in their sole and absolute discretion, and (ii) provide copies of all such information, data and reports to Seller upon written request therefor from Seller.
(B) Buyer shall have thirty (30) days from the Effective Date within which to conduct the surveys and tests referred to in Section 7(A) (the “Inspection Period”). In the event that Buyer does not terminate this Contract pursuant to Section 7(C) below, Buyer agrees to accept the Property in its present condition as of the Effective Date. Buyer represents and warrants that it is qualified through experience and training to make such investigation of the condition of the Property, both as to the type of investigation and as to the extent of the investigation, and that if Buyer is not qualified to make such investigation Buyer shall have the investigation made by persons who are so qualified. In purchasing and accepting the Property in its present condition, Buyer represents that it will rely solely upon its own investigation and will not rely upon any investigation or disclosure of Seller regarding the Property.
(C) During the Inspection Period Buyer may terminate th...
Inspection and Due Diligence. After City’s exercise of the Option, City shall have the right to undertake physical inspections of the Property and due diligence related to the purchase of the Property. Owner shall provide to City copies of all reasonably available and known documents relating to the ownership and operation of the Property, including but not limited to plans, permits and reports (environmental, structural, mechanical, engineering and land surveys) that Owner has in its possession. All physical inspections must be coordinated with Owner’s representative and shall take place not more than three (3) days after the date City provides written or emailed notice of the timing of such inspections and related testing. City hereby agrees to indemnify and hold Owner harmless for any damage to the Property caused (but not merely revealed) solely by City’s inspections of the Property. City shall have the right, in its sole discretion, to disapprove the Property and terminate the Option for any reason (or no reason) by delivery of written notice thereof to Owner.
