Inspections and Studies. Buyer will have until 6:00 p.m. (California time) on the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendment, and (ii) thirty (30) days following Buyer's receipt of the Due Diligence Materials (defined below) (the "Additional Property Inspection Period") to conduct (as applicable) and review and approve any and all inspections, investigations, tests, studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Property, including, without limitation, calculations of floor areas, financial analysis of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties and to conduct interviews with (x) tenants of the Additional Properties, (y) construction management personnel of Seller, and (z) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview). Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five (5) days (unless indicated otherwise below) following the date this Amendment is executed and delivered by Buyer and Seller, all information in Seller's possession or control which is reasonably related to the Additional Properties, plus the following items (collectively, the "Due Diligence Materials"): (a) To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties prepared by a licensed surveyor; (b) Any and all Additional Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements (including, without limitation, parking, elevator, HVAC and landscaping maintenance contracts); all "operating statements" for the years during which Seller owned the respective Additional Property(ies); a balance sheet dated no earlier than December 31, 1996; a year-to-date income statement for the calendar year 1997, each such statement to be certified by Seller as being true, correct and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable to the Additional Leases; a cumulative general ledger for year-to-date 1997, reports (including, to the extent in Seller's possession, all environmental reports, soils reports, surveys and plans and specifications affecting or relating to the Additional Properties, and all modifications or amendments thereto); to the extent in Seller's possession, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by Seller and relating to the development, construction, operation, use or occupancy of any of the Additional Properties. (c) A current rent roll (to be updated as of the expiration of the Additional Property Inspection Period and as of the Hillside Closing and applicable Westlake Closing, as applicable), prepared and certified by Seller as being true, correct and complete on a form reasonably acceptable to Buyer (the "Rent Roll"). (d) Reports of insurance carriers insuring the Additional Properties during the period of Seller's ownership of the Additional Properties and each portion thereof respecting the claims history of the Additional Properties; insurance policies or certificates of Seller and tenants respecting the Additional Properties; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence of toxic or Hazardous Materials and/or waste at the Additional Properties; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of any and all storage tanks located on, at or underneath the Additional Properties; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller and Seller's affiliates affecting the Additional Properties and/or income and cash flow to be received from the Additional Properties that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two (2) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional Properties; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties or other such incidents which are the subject of litigation; and such other information reasonably requested by Buyer of Seller in writing during the Additional Property Inspection Period.
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Samples: Agreement of Purchase and Sale (Arden Realty Inc), Agreement of Purchase and Sale (Arden Realty Inc)
Inspections and Studies. Prior to the Effective ----------------------- Date, Buyer will have until 6:00 p.m. (California time) on has had the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendmentright to approve or disapprove, and (ii) thirty (30) days following in Buyer's receipt sole and absolute discretion, the results of the Due Diligence Materials (defined below) (the "Additional Property Inspection Period") to conduct (as applicable) and review and approve any and all inspections, investigations, tests, studies (including feasibility studies tests and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Propertystudies, including, without limitation, calculations investigations with regard to zoning, building codes and other governmental regulations; architectural inspections; engineering tests; soils, seismic and geologic reports; inspections of floor areas, financial analysis all or any portion of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties and to conduct interviews with (x) tenants of the Additional Properties, (y) construction management personnel of Seller, and (z) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview). Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five (5) days (unless indicated otherwise below) following the date this Amendment is executed and delivered by Buyer and Seller, all information in Seller's possession or control which is reasonably related to the Additional Properties, plus the following items (collectively, the "Due Diligence Materials"):
(a) To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties prepared by a licensed surveyor;
(b) Any and all Additional Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements Improvements (including, without limitation, parkingstructural, elevatormechanical and electrical systems, HVAC roofs, pavement, landscaping and landscaping maintenance contractspublic utilities); all "operating statements" for the years during which Seller owned the respective Additional Property(ies); a balance sheet dated no earlier than December 31inspections, 1996; a year-to-date income statement for the calendar year 1997investigations, each such statement to be certified by Seller as being true, correct tests and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable studies with respect to the Additional environmental condition of the Property; and any other physical inspections and/or investigations as Buyer may elect to make or obtain. The failure of Buyer to give Seller written disapproval of said results on or prior to the Effective Date shall be deemed to constitute Buyer's approval thereof. During the term of this Escrow, Buyer, its agents, consultants, contractors and subcontractors shall have the right to enter upon the Real Property (subject to the terms of the Leases; a cumulative general ledger for year-to-date 1997) to conduct environmental tests, reports inspect the Improvements, monitor and inspect the construction activities at the Property, if any, and to conduct or make any and all inspections and tests (including, without limitation, environmental assessments of the Land, Buildings and Improvements and structural assessments of the Buildings and Improvements) as may be necessary or desirable in Buyer's discretion, provided that such inspections and tests do not materially interfere with the tenants' use or enjoyment of the Property. Prior to the extent in Seller's possession, all environmental reports, soils reports, surveys and plans and specifications affecting or relating to exercise of the Additional Propertiesright of entry, and at all modifications times while Buyer or amendments thereto); its agents are present upon the Real Property, Buyer shall arrange for, keep and maintain in full force and effect a policy of commercial general liability insurance with a per occurrence limit of not less than $1,000,000 and an aggregate single limit of at least $1,000,000. Buyer hereby indemnifies, agrees to the extent in Seller's possessiondefend, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by holds Seller and relating to the development, construction, operation, use or occupancy of any of the Additional Properties.
(c) A current rent roll (to be updated as of the expiration of the Additional Property Inspection Period harmless from and as of the Hillside Closing and applicable Westlake Closing, as applicable), prepared and certified by Seller as being true, correct and complete on a form reasonably acceptable to Buyer (the "Rent Roll").
(d) Reports of insurance carriers insuring the Additional Properties during the period of Seller's ownership of the Additional Properties and each portion thereof respecting the claims history of the Additional Properties; insurance policies or certificates of Seller and tenants respecting the Additional Properties; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence of toxic or Hazardous Materials and/or waste at the Additional Properties; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of against any and all storage tanks located oncosts, at losses, damages, liabilities, liens, claims and expenses arising out of or underneath the Additional Properties; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller and Seller's affiliates affecting the Additional Properties and/or income and cash flow to be received resulting from the Additional Properties that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two (2) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional Properties; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties or other such incidents which are the subject of litigation; and such other information reasonably requested entry by Buyer of Seller or its agents, consultants, contractors and subcontractors. Buyer agrees to return the Property to substantially the same condition in writing during which the Additional Property Inspection Periodwas prior to Buyer's making any inspection.
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Samples: Purchase Agreement (Prentiss Properties Trust/Md), Purchase Agreement (Prentiss Properties Trust/Md)
Inspections and Studies. Buyer will have until 6:00 p.m. On or before forty-five (California time45) on days after the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendment, and (ii) thirty (30) days following Buyer's receipt of the Due Diligence Materials (defined below) Agreement (the "Additional Property Inspection PeriodCONTINGENCY DATE"), Buyer shall have approved or disapproved, in Buyer's sole discretion, the results of its reviews of (A) to conduct (as applicable) and review and approve any and all inspections, investigations, tests, tests and studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or Property, including investigations with regard to zoning, building codes, governmental regulations, building inspections, engineering tests, soils, seismic and geologic reports, and environmental reports, and (B) all Leases, Contracts, Operating Agreements, the operation Existing Encumbrance and financial condition all other agreements, books, records and the like delivered to Buyer or made available to it hereunder (collectively, the "DOCUMENTS"). Should Buyer disapprove of any such inspections, studies or Documents, Buyer shall give Seller written notice thereof ("BUYER'S INSPECTION NOTICE") prior to the Contingency Date specifying in reasonable detail the reasons for Xxxxx's disapproval. Buyer acknowledges having previously reviewed and approved the economic feasibility of this transaction on the basis of the applicable Additional Propertyinformation and material which Seller or its broker made available to Buyer prior to the date of this Agreement. Additionally, includingXxxxx has previously reviewed the physical inspection report on the Property dated November 21, without limitation1995 prepared by Interactive Resources for Beneficiary and Xxxxxx's response letter to Beneficiary dated December 4, calculations 1995 (collectively, the "INSPECTION REPORT") and has considered the items referenced therein in its underwriting of floor areasthis transaction prior to the date of this Agreement; provided, financial analysis of however and notwithstanding the books and recordsforegoing, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will shall have the right to enter the Additional Properties at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties and to conduct interviews with (x) tenants of the Additional Properties, (y) construction management personnel of Seller, and (z) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller to approve or a Seller representative with an opportunity disapprove all matters to be present for any such interview)reviewed hereunder. Seller will cooperate with The failure of Buyer and its representatives in that regard. Seller shall to deliver to Seller a Buyer's Inspection Notice on or before the Contingency Date shall be deemed Buyer's approval of the Property and of all such inspections and studies and Documents with respect to the Property. If Buyer at Sellerdelivers to Seller Buyer's sole cost and expenseInspection Notice on or before the Contingency Date, Seller shall, within five (5) days after its receipt of the Buyer's Inspection Notice, give Buyer written notice (unless indicated otherwise below"SELLER'S INSPECTION NOTICE") of Seller's election to (i) exercise Seller's good faith efforts to remedy the disapproved matter(s) prior to the Closing Date, (ii) take no action with respect to the disapproved matter(s) or (iii) if the estimated cost to remedy the disapproved matter(s) (taken together) is mutually agreed by Xxxxx and Seller as being less than one percent (14') of the Purchase Price, reduce the Purchase Price by an amount equal to the mutually agreed estimated cost to remedy the disapproved matter(s). If Xxxxx and Seller are not able to agree upon an estimated cost to cure the disapproved matter(s) within five (5) days after Seller's election to reduce the Purchase Price, the estimated cost to cure the disapproved matter(s) shall be determined by an independent contractor mutually acceptable to Buyer and Seller having experience in remedying such matter(s). The person or entity so making such estimate is referred to herein as the "INDEPENDENT CONTRACTOR." In all cases, Buyer and Seller shall cause the estimate to be made as promptly as possible. Such contractor's estimate shall be deemed to be conclusive as between Buyer and Seller and Buyer and Seller shall each be responsible for one-half (1/2) of the applicable fees for performance of such services. If the Independent Contractor determines that the estimated cost to cure the disapproved matter is equal to or greater than one percent (1%) of the Purchase Price for the Property and Buyer and Seller have not agreed to credit the Purchase Price by the estimated cost to cure the disapproved matter, Seller may elect to exercise its good faith efforts to remedy the disapproved matter(s) or take no action with respect to the disapproved matter(s) by providing written notice of such election to Buyer (which notice shall also be referred to herein as a Seller's Inspection Notice) within three (3) days after Seller's receipt of the Independent Contractor's determination. If Seller fails to timely deliver Seller's Inspection Notice, then Seller will be deemed to have elected to take no action with respect to the disapproved matter(s). If Seller elects in Seller's Inspection Notice to take no action with respect to the disapproved matter(s) or fails to timely deliver a Seller's Inspection Notice and Buyer has not waived its prior disapproval by delivering written notice thereof to Seller within three (3) days following the date of Seller's Inspection Notice or the last date within which Seller had to deliver Seller's Inspection Notice, as applicable, this Amendment is executed Agreement, the Escrow and delivered by Buyer the rights and Sellerobligations of the parties hereunder shall terminate, all information except as provided in the Surviving Provisions. If Seller elected in Seller's possession Inspection Notice to remedy the disapproved matter(s), but, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then Buyer or control which is reasonably related Seller shall have the right, by written notice delivered to the Additional Properties, plus the following items (collectively, the "Due Diligence Materials"):
(a) To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties prepared by a licensed surveyor;
(b) Any other and all Additional Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements (including, without limitation, parking, elevator, HVAC and landscaping maintenance contracts); all "operating statements" for the years during which Seller owned the respective Additional Property(ies); a balance sheet dated no earlier than December 31, 1996; a year-to-date income statement for the calendar year 1997, each such statement to be certified by Seller as being true, correct and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable to the Additional Leases; a cumulative general ledger for year-to-date 1997, reports (includingEscrow Holder, to extend the extent in Seller's possessionClosing Date for a period, all environmental reportsup to thirty (30) days, soils reportssufficient to allow Seller to complete the remedy. If, surveys and plans and specifications affecting or relating to the Additional Properties, and all modifications or amendments thereto); to the extent in Seller's possession, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by Seller and relating to the development, construction, operation, use or occupancy of any of the Additional Properties.
(c) A current rent roll (to be updated as of the expiration postponed Scheduled Closing Date, the disapproved matter(s) has(have) not been remedied to Buyer's satisfaction (in its sole discretion) as evidenced by Xxxxx's notice to Seller and Escrow Holder, this Agreement, the Escrow and the rights and obligations of the Additional Property Inspection Period and parties hereto will terminate, except as of provided in the Hillside Surviving Provisions. The Scheduled Closing and applicable Westlake Closing, Date shall be extended as applicable), prepared and certified by Seller as being true, correct and complete on a form reasonably acceptable may be necessary to Buyer (accommodate the "Rent Roll").
(d) Reports of insurance carriers insuring the Additional Properties during the period of Seller's ownership of the Additional Properties and each portion thereof respecting the claims history of the Additional Properties; insurance policies or certificates of Seller and tenants respecting the Additional Properties; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence of toxic or Hazardous Materials and/or waste at the Additional Properties; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of any and all storage tanks located on, at or underneath the Additional Properties; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller foregoing notice periods and Seller's affiliates affecting right to remedy the Additional Properties and/or income and cash flow to disapproved matter disclosed in Buyer's Inspection Notice (but in no event may the Scheduled Closing Date be received from the Additional Properties that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two extended by more than thirty (230) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional Properties; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties or other such incidents which are the subject of litigation; and such other information reasonably requested by Buyer of Seller in writing during the Additional Property Inspection Perioddays).
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Inspections and Studies. From the Effective Date until April 26, 1999, expiring at 5:00 p.m. P.T. on such date ("Contingency Period"), Buyer will shall have until 6:00 p.m. the right to review and approve the (California timeA) on the date which is the later of Documents and Materials (i) fifteen (15) days following the mutual execution and delivery of this Amendmentas hereinafter defined), and (iiB) thirty (30) days following Buyer's receipt of the Due Diligence Materials (defined below) (the "Additional Property Inspection Period") to conduct (as applicable) and review and approve any and all inspections, investigations, tests, tests and studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Property, including, without limitation, calculations of floor areas, financial analysis of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties and to conduct interviews with (x) tenants of the Additional Properties, (y) construction management personnel of Seller, and (z) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview). Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five (5) days (unless indicated otherwise below) following the date this Amendment is executed and delivered by Buyer and Seller, all information in Seller's possession or control which is reasonably related to the Additional Properties, plus the following items (collectively, the "Due Diligence Materials"):
(a) To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties prepared by a licensed surveyor;
(b) Any and all Additional Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements (including, without limitation, parkinginvestigations with regard to zoning, elevatorbuilding codes and other governmental regulations, HVAC architectural inspections, engineering tests, economic feasibility studies, soils, seismic and landscaping maintenance contracts); all "operating statements" for the years during which Seller owned the respective Additional Property(ies); a balance sheet dated no earlier than December 31, 1996; a year-to-date income statement for the calendar year 1997, each such statement to be certified by Seller as being true, correct geologic reports and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable environmental testing) with respect to the Additional Leases; a cumulative general ledger for year-to-date 1997, reports (including, Property as Buyer may elect to the extent in Seller's possession, all environmental reports, soils reports, surveys and plans and specifications affecting make or relating maintain. Prior to the Additional Properties, and all modifications or amendments thereto); to the extent in Seller's possession, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by Seller and relating to the development, construction, operation, use or occupancy of any of the Additional Properties.
(c) A current rent roll (to be updated as of the expiration of the Additional Property Inspection Period Contingency Period, Buyer shall deliver to Seller and as Escrow Holder written notice of its approval or disapproval, which shall be made in Buyer's sole and absolute discretion, of the Hillside Closing Property and applicable Westlake Closing, as applicable), prepared the Documents and certified by Seller as being true, correct and complete on a form reasonably acceptable Materials. The failure of Buyer to Buyer (deliver such notice prior to the "Rent Roll").
(d) Reports of insurance carriers insuring the Additional Properties during the period of Seller's ownership expiration of the Additional Properties Contingency Period shall be deemed to constitute Buyer's approval of such matters. The cost of any such inspections, tests and/or studies shall be borne by Buyer. Between the Effective Date and each portion thereof respecting the claims history Close of Escrow, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Project at reasonable times during ordinary business hours to make any and all inspections and tests as may be necessary or desirable in Buyer's sole judgment and discretion. Buyer shall indemnify, defend (with counsel reasonably satisfactory to Seller) and hold Seller, its agents, employees, trustee, directors and officers, and the Property harmless from any and all damage arising out of or in connection with such entry and/or activities upon the Project by Buyer, its agents, employees or contractors. In the event Buyer disapproves of the Additional Properties; insurance policies or certificates condition of Seller the Property and/or the Documents and tenants respecting the Additional Properties; Materials prior to the extent in Seller's possessionexpiration of the Contingency Period, except as otherwise provided herein, the parties shall have no further obligations under this Agreement, all correspondencemonies delivered to Escrow Holder, reportsincluding any accrued interest thereon, by Buyer shall be immediately returned to Buyer, and notices pertaining Buyer shall deliver to the existence of toxic or Hazardous Materials and/or waste at the Additional Properties; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission Seller copies of any and all storage tanks located onreports, at studies, inspections, or underneath the Additional Properties; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller and Seller's affiliates affecting the Additional Properties and/or income and cash flow other materials Buyer caused to be received from the Additional Properties that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two (2) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information prepared pursuant to its inspection right set forth in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional Properties; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties or other such incidents which are the subject of litigation; and such other information reasonably requested by Buyer of Seller in writing during the Additional Property Inspection Periodthis Section.
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Inspections and Studies. Buyer will have until 6:00 p.m. (California time) on the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendment, and (ii) thirty (30) days following Buyer's receipt expiration of the Due Diligence Materials (defined below) (the "Additional Property Inspection Period") Period to conduct (as applicable) and review and approve any and all inspections, investigations, tests, studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Property, including, without limitation, calculations of floor areas, financial analysis analyses of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties Property at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties Property, and to conduct interviews with (xi) tenants of the Additional PropertiesProperty, (yii) construction property management personnel of Seller, and (ziii) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview)discretion. Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five (5) days (unless indicated otherwise below) following the date this Amendment Agreement is executed and delivered by Buyer and Seller, all information in Seller's possession or control which is reasonably related to the Additional PropertiesProperty, plus the following items (collectively, the "Due Diligence Materials"):items:
(a) 9.1.2.1 To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties Property prepared by a licensed surveyor;
(b) Any and all Additional Leases 9.1.2.2 The Lease and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants the tenant to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements (including, without limitation, parking, elevator, HVAC and landscaping maintenance contracts)agreements; all "operating statements" for the last three (3) calendar years during which Seller owned for the respective Additional Property(ies); Property and a year-to-date operating statement for the calendar year 1997, a balance sheet dated no earlier than December 31, 1996; an income statement for the last two (2) calendar years and a year-to-date income statement for the calendar year 1997, each such statement to be certified by Seller as being true, correct and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable to the Additional Leases; a cumulative general ledger for year-to-date 1997, reports (including, to the extent in Seller's possession, including all environmental reports, soils reports, surveys and plans and specifications affecting or relating to the Additional PropertiesProperty, and all modifications or amendments thereto); to the extent in Seller's possession, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by Seller and relating to the development, construction, operation, use or occupancy of any of the Additional PropertiesProperty.
(c) A current rent roll (to be updated as of the expiration of the Additional Property Inspection Period and as of the Hillside Closing and applicable Westlake Closing, as applicable), prepared and certified by Seller as being true, correct and complete on a form reasonably acceptable to Buyer (the "Rent Roll").
(d) 9.1.2.3 Reports of insurance carriers carriers, if any, insuring the Additional Properties Property during the period of Seller's ownership of the Additional Properties Property and each portion thereof respecting the claims history of the Additional PropertiesProperty; insurance policies or certificates of Seller and tenants respecting the Additional PropertiesProperty; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence of toxic or Hazardous Materials and/or waste at the Additional PropertiesProperty; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of any and all storage tanks located on, at or underneath the Additional PropertiesProperty; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller and Seller's affiliates affecting the Additional Properties Property and/or income and cash flow to be received from the Additional Properties Property that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two three (23) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants tenant under the Additional Leases Lease at the Additional PropertiesProperty; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties Property or other such incidents which are the subject of litigation; and such other information reasonably requested by Buyer of Seller in writing during the Additional Property Inspection Due Diligence Period.
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Inspections and Studies. Buyer will have until 6:00 p.m. (California time) For a period commencing on the date which is Effective Date and terminating at 5:00 p.m. on the fifteenth (15th) day following the later to occur of (ix) fifteen the Effective Date, or (15y) days following the mutual execution date that Seller delivers the Documents and delivery of this Amendment, and Materials pursuant to Section 7(a)(iv) below (ii) thirty (30) days following Buyer's receipt of the Due Diligence Materials (defined below) (the "Additional Property Inspection Contingency Period") ), Buyer shall have the right to conduct (as applicable) and review and approve any and all inspections, investigations, tests, tests and studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Property, including, without limitation, calculations of floor areas, financial analysis of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties and to conduct interviews with (x) tenants of the Additional Properties, (y) construction management personnel of Seller, and (z) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview). Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five (5) days (unless indicated otherwise below) following the date this Amendment is executed and delivered by Buyer and Seller, all information in Seller's possession or control which is reasonably related to the Additional Properties, plus the following items (collectively, the "Due Diligence Materials"):
(a) To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties prepared by a licensed surveyor;
(b) Any and all Additional Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements (including, without limitation, parkinginvestigations with regard to zoning, elevatorbuilding codes and other governmental regulations, HVAC architectural inspections, engineering tests, economic feasibility studies, soils, seismic and landscaping maintenance contracts); all "operating statements" for the years during which Seller owned the respective Additional Property(ies); a balance sheet dated no earlier than December 31geologic reports, 1996; a year-to-date income statement for the calendar year 1997, each such statement to be certified by Seller as being true, correct and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable environmental testing) with respect to the Additional Leases; a cumulative general ledger for year-to-date 1997, reports (including, Property as Buyer may elect to the extent in Seller's possession, all environmental reports, soils reports, surveys and plans and specifications affecting or relating make. Prior to the Additional Properties, and all modifications or amendments thereto); to the extent in Seller's possession, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by Seller and relating to the development, construction, operation, use or occupancy of any of the Additional Properties.
(c) A current rent roll (to be updated as of the expiration of the Additional Property Inspection Period Contingency Period, Buyer shall deliver to Seller and as Escrow Holder written notice of its approval or disapproval, which shall be made in Buyer's sole and absolute discretion, of the Hillside Closing Property and applicable Westlake Closingthe Documents and Materials. The cost of any such inspections, tests and/or studies shall be borne by Buyer (in addition, Buyer shall pay certain costs relating to the Inspection Reports, pursuant to Section 10 below). Between the Effective Date and the Close of Escrow, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property at reasonable times during ordinary business hours to make any and all reasonable inspections and tests as applicable)may be necessary or desirable. Buyer shall indemnify, prepared defend (with counsel reasonably satisfactory to Seller) and certified hold Seller, its agents, employees, trustees, directors and officers, and the Property harmless from any and all damage arising out of or in connection with such entry and/or activities upon the Property by Buyer, its agents, employees or contractors; such indemnification, defense and hold harmless obligations shall survive the Close of Escrow or termination of this Agreement. Prior to any entry on to the Property by Buyer, Buyer's agents, contractors, subcontractors or employees, Buyer shall deliver to Seller as being true, correct and complete on an endorsement to Buyer's commercial general liability insurance policy which evidences that Buyer is carrying a form commercial general liability insurance policy with a financially responsible insurance company reasonably acceptable to Buyer Seller, covering the activities of Buyer, and Buyer's agents, contractors, subcontractors and employees on or upon the Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million and No/100ths Dollars (the "Rent Roll"$1,000,000.00) and an aggregate limit of at least One Million and No/100ths Dollars ($1,000,000.00).
(d) Reports of , shall name Seller as an additional insured, shall be primary and non-contributing with any other insurance carriers insuring the Additional Properties during the period of Seller's ownership of the Additional Properties and each portion thereof respecting the claims history of the Additional Properties; insurance policies or certificates of available to Seller and tenants respecting the Additional Properties; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence shall contain a full waiver of toxic or Hazardous Materials and/or waste at the Additional Properties; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of any and all storage tanks located on, at or underneath the Additional Properties; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller and Seller's affiliates affecting the Additional Properties and/or income and cash flow to be received from the Additional Properties that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two (2) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional Properties; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties or other such incidents which are the subject of litigation; and such other information reasonably requested by Buyer of Seller in writing during the Additional Property Inspection Periodsubrogation clause.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Capital Builders Development Properties Ii)
Inspections and Studies. Buyer will have until 6:00 p.m. On or before forty-five (California time45) on days after the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendment, and (ii) thirty (30) days following Buyer's receipt of the Due Diligence Materials (defined below) Agreement (the "Additional Property Inspection PeriodCONTINGENCY DATE"), Buyer shall have approved or disapproved, in Buyer's sole discretion, the results of its reviews of (A) to conduct (as applicable) and review and approve any and all inspections, investigations, tests, tests and studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or Property, including investigations with regard to zoning, building codes, governmental regulations, building inspections, engineering tests, soils, seismic and geologic reports, and environmental reports, and (B) all Leases, Contracts, Operating Agreements, the operation Existing Encumbrance and financial condition all other agreements, books, records and the like delivered to Buyer or made available to it hereunder (collectively, the "DOCUMENTS"). Should Buyer disapprove of any such inspections, studies or Documents, Buyer shall give Seller written notice thereof ("BUYER'S INSPECTION NOTICE") prior to the Contingency Date specifying in reasonable detail the reasons for Xxxxx's disapproval. Buyer acknowledges having previously reviewed and approved the economic feasibility of this transaction on the basis of the applicable Additional Propertyinformation and material which Seller or its broker made available to Buyer prior to the date of this Agreement. Additionally, includingXxxxx has previously reviewed the physical inspection report on the Property dated November 10, without limitation1995 prepared by Interactive Resources for Beneficiary and Xxxxxx's response letter to Beneficiary dated December 4, calculations 1995 (collectively, the "INSPECTION REPORT") and has considered the items referenced therein in its underwriting of floor areasthis transaction prior to the date of this Agreement; provided, financial analysis of however and notwithstanding the books and recordsforegoing, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will shall have the right to enter the Additional Properties at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties and to conduct interviews with (x) tenants of the Additional Properties, (y) construction management personnel of Seller, and (z) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller to approve or a Seller representative with an opportunity disapprove all matters to be present for any such interview)reviewed hereunder. Seller will cooperate with The failure of Buyer and its representatives in that regard. Seller shall to deliver to Seller a Buyer's Inspection Notice on or before the Contingency Date shall be deemed Buyer's approval of the Property and of all such inspections and studies and Documents with respect to the Property. If Buyer at Sellerdelivers to Seller Buyer's sole cost and expenseInspection Notice on or before the Contingency Date, Seller shall, within five (5) days after its receipt of the Buyer's Inspection Notice, give Buyer written notice (unless indicated otherwise below"SELLER'S INSPECTION NOTICE") of Seller's election to (i) exercise Seller's good faith efforts to remedy the disapproved matter(s) prior to the Closing Date, (ii) take no action with respect to the disapproved matter(s) or (iii) if the estimated cost to remedy the disapproved matter(s) (taken together) is mutually agreed by Xxxxx and Seller as being less than one percent (1%) of the Purchase Price, reduce the Purchase Price by an amount equal to the mutually agreed estimated cost to remedy the disapproved matter(s). If Xxxxx and Seller are not able to agree upon an estimated cost to cure the disapproved matter(s) within five (5) days after Seller's election to reduce the Purchase Price, the estimated cost to cure the disapproved matter(s) shall be determined by an independent contractor mutually acceptable to Buyer and Seller having experience in remedying such matter(s). The person or entity so making such estimate is referred to herein as the "INDEPENDENT CONTRACTOR." In all cases, Buyer and Seller shall cause the estimate to be made as promptly as possible. Such contractor's estimate shall be deemed to be conclusive as between Buyer and Seller and Buyer and Seller shall each be responsible for one-half (1/2) of the applicable fees for performance of such services. If the Independent Contractor determines that the estimated cost to cure the disapproved matter is equal to or greater than one percent (1%) of the Purchase Price for the Property and Buyer and Seller have not agreed to credit the Purchase Price by the estimated cost to cure the disapproved matter, Seller may elect to exercise its good faith efforts to remedy the disapproved matter(s) or take no action with respect to the disapproved matter(s) by providing written notice of such election to Buyer (which notice shall also be referred to herein as a Seller's Inspection Notice) within three (3) days after Seller's receipt of the Independent Contractor's determination. If Seller fails to timely deliver Seller's Inspection Notice, then Seller will be deemed to have elected to take no action with respect to the disapproved matter(s). If Seller elects in Seller's Inspection Notice to take no action with respect to the disapproved matter(s) or fails to timely deliver a Seller's Inspection Notice and Xxxxx has not waived its prior disapproval by delivering written notice thereof to Seller within three (3) days following the date of Seller's Inspection Notice or the last date within which Seller had to deliver Seller's Inspection Notice, as applicable, this Amendment is executed Agreement, the Escrow and delivered by Buyer the rights and Sellerobligations of the parties hereunder shall terminate, all information except as provided in the Surviving Provisions. If Seller elected in Seller's possession Inspection Notice to remedy the disapproved matter(s), but, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then Buyer or control which is reasonably related Seller shall have the right, by written notice delivered to the Additional Properties, plus the following items (collectively, the "Due Diligence Materials"):
(a) To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties prepared by a licensed surveyor;
(b) Any other and all Additional Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements (including, without limitation, parking, elevator, HVAC and landscaping maintenance contracts); all "operating statements" for the years during which Seller owned the respective Additional Property(ies); a balance sheet dated no earlier than December 31, 1996; a year-to-date income statement for the calendar year 1997, each such statement to be certified by Seller as being true, correct and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable to the Additional Leases; a cumulative general ledger for year-to-date 1997, reports (includingEscrow Holder, to extend the extent in Seller's possessionClosing Date for a period, all environmental reportsup to thirty (30) days, soils reportssufficient to allow Seller to complete the remedy. If, surveys and plans and specifications affecting or relating to the Additional Properties, and all modifications or amendments thereto); to the extent in Seller's possession, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by Seller and relating to the development, construction, operation, use or occupancy of any of the Additional Properties.
(c) A current rent roll (to be updated as of the expiration postponed Scheduled Closing Date, the disapproved matter(s) has(have) not been remedied to Buyer's satisfaction (in its sole discretion) as evidenced by Xxxxx's notice to Seller and Escrow Holder, this Agreement, the Escrow and the rights and obligations of the Additional Property Inspection Period and parties hereto will terminate, except as of provided in the Hillside Surviving Provisions. The Scheduled Closing and applicable Westlake Closing, Date shall be extended as applicable), prepared and certified by Seller as being true, correct and complete on a form reasonably acceptable may be necessary to Buyer (accommodate the "Rent Roll").
(d) Reports of insurance carriers insuring the Additional Properties during the period of Seller's ownership of the Additional Properties and each portion thereof respecting the claims history of the Additional Properties; insurance policies or certificates of Seller and tenants respecting the Additional Properties; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence of toxic or Hazardous Materials and/or waste at the Additional Properties; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of any and all storage tanks located on, at or underneath the Additional Properties; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller foregoing notice periods and Seller's affiliates affecting right to remedy the Additional Properties and/or income and cash flow to disapproved matter disclosed in Buyer's Inspection Notice (but in no event may the Scheduled Closing Date be received from the Additional Properties that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two extended by more than thirty (230) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional Properties; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties or other such incidents which are the subject of litigation; and such other information reasonably requested by Buyer of Seller in writing during the Additional Property Inspection Perioddays).
Appears in 1 contract
Inspections and Studies. Buyer will have until 6:00 p.m. (California time) on the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendment, and (ii) thirty (30) days following Buyer's receipt expiration of the Due Diligence Materials (defined below) (the "Additional Property Inspection Period") Period to conduct (as applicable) and review and approve any the Tenant Estoppels, the schedules of personal property to be attached as Schedule 1 and Schedule 2 to the Bill of Sale, and xxx and all inspections, investigations, tests, studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Property, including, without limitation, calculations of floor areas, financial analysis analyses of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Subject to Section 6.4, Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties Property at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties Property, and to conduct interviews with (xi) tenants of the Additional PropertiesProperty, (yii) construction property management personnel of Seller, and (ziii) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview)discretion. Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five two (52) days (unless indicated otherwise below) following the date this Amendment Agreement is executed and delivered by Buyer and Seller, a copy of all information in Seller's possession or control which is reasonably related to the Additional PropertiesProperty, plus the following items (collectively, the "Due Diligence Materials"):items:
(a) 9.1.2.1 To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties Property prepared by a licensed surveyor;
(b) Any and all Additional 9.1.2.2 The Leases and all modifications or amendments and guaranties relating thereto; any inspection report recently performed at the Property of certain building systems (including sprinklers, standpipe and emergency lights); all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements (including, without limitation, parking, elevator, HVAC and landscaping maintenance contracts)agreements; all "operating statements" for the last three (3) calendar years during which Seller owned for the respective Additional Property(ies); Property and a year-to-date operating statement for the calendar year 1998, a balance sheet dated no earlier than December 31, 19961997; an income statement for the last two (2) calendar years and a year-to-date income statement for the calendar year 19971998, each such statement to be certified by Seller as being true, correct and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable to the Additional Leases; a cumulative general ledger for year-to-date 19971998, reports (including, to the extent in Seller's possession, including all environmental reports, soils reports, surveys and plans and specifications affecting or relating to the Additional PropertiesProperty, and all modifications or amendments thereto); to the extent in Seller's possession, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by Seller and relating to the development, construction, operation, use or occupancy of any of the Additional PropertiesProperty.
(c) 9.1.2.3 A current rent roll (to be updated as of the expiration of the Additional Property Inspection Due Diligence Period and as of the Hillside Closing and applicable Westlake Closing, as applicable), prepared and certified by Seller as being true, correct and complete and listing for each tenant at the Property such information that is contained in the rent roll set forth on a form reasonably acceptable to Buyer Exhibit "N" attached hereto (the "Rent Roll").
(d) 9.1.2.4 Reports of insurance carriers carriers, if any, insuring the Additional Properties Property during the period of Seller's ownership of the Additional Properties Property and each portion thereof respecting the claims history of the Additional PropertiesProperty; insurance policies or certificates of Seller and tenants respecting the Additional PropertiesProperty; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence of toxic or Hazardous Materials and/or waste at the Additional PropertiesProperty; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of any and all storage tanks located on, at or underneath the Additional PropertiesProperty; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller and Seller's affiliates affecting the Additional Properties Property and/or income and cash flow to be received from the Additional Properties Property that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two three (23) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional PropertiesProperty; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties Property or other such incidents which are the subject of litigation; and such other information reasonably requested by Buyer of Seller in writing during the Additional Property Inspection Due Diligence Period.
Appears in 1 contract
Inspections and Studies. Prior to the Effective ----------------------- Date, Buyer will have until 6:00 p.m. (California time) on has had the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendmentright to approve or disapprove, and (ii) thirty (30) days following in Buyer's receipt sole and absolute discretion, the results of the Due Diligence Materials (defined below) (the "Additional Property Inspection Period") to conduct (as applicable) and review and approve any and all inspections, investigations, tests, studies (including feasibility studies tests and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Propertystudies, including, without limitation, calculations investigations with regard to zoning, building codes and other governmental regulations; architectural inspections; engineering tests; soils, seismic and geologic reports; inspections of floor areas, financial analysis all or any portion of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties and to conduct interviews with (x) tenants of the Additional Properties, (y) construction management personnel of Seller, and (z) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview). Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five (5) days (unless indicated otherwise below) following the date this Amendment is executed and delivered by Buyer and Seller, all information in Seller's possession or control which is reasonably related to the Additional Properties, plus the following items (collectively, the "Due Diligence Materials"):
(a) To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties prepared by a licensed surveyor;
(b) Any and all Additional Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements Improvements (including, without limitation, parkingstructural, elevatormechanical and electrical systems, HVAC roofs, pavement, landscaping and landscaping maintenance contractspublic utilities); all "operating statements" for the years during which Seller owned the respective Additional Property(ies); a balance sheet dated no earlier than December 31inspections, 1996; a year-to-date income statement for the calendar year 1997investigations, each such statement to be certified by Seller as being true, correct tests and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable studies with respect to the Additional environmental condition of the Property; and any other physical inspections and/or investigations as Buyer may elect to make or obtain. Subject to the terms of Paragraph 25 hereof, the failure of Buyer to give Seller written disapproval of said results on or prior to the Effective Date shall be deemed to constitute Buyer's approval thereof. During the term of this Escrow, Buyer, its agents, consultants, contractors and subcontractors shall have the right to enter upon the Real Property (subject to the terms of the Leases; a cumulative general ledger for year-to-date 1997) to conduct environmental tests, reports inspect the Improvements, monitor and inspect the construction activities at the Property, if any, and to conduct or make any and all inspections and tests (including, without limitation, environmental assessments of the Land, Buildings and Improvements and structural assessments of the Buildings and Improvements) as may be necessary or desirable in Buyer's discretion, provided that such inspections and tests do not materially interfere with the tenants' use or enjoyment of the Property. Prior to the extent in Seller's possession, all environmental reports, soils reports, surveys and plans and specifications affecting or relating to exercise of the Additional Propertiesright of entry, and at all modifications times while Buyer or amendments thereto); its agents are present upon the Real Property, Buyer shall arrange for, keep and maintain in full force and effect a policy of commercial general liability insurance with a per occurrence limit of not less than $1,000,000 and an aggregate single limit of at least $1,000,000. Buyer hereby indemnifies, agrees to the extent in Seller's possessiondefend, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by holds Seller and relating to the development, construction, operation, use or occupancy of any of the Additional Properties.
(c) A current rent roll (to be updated as of the expiration of the Additional Property Inspection Period harmless from and as of the Hillside Closing and applicable Westlake Closing, as applicable), prepared and certified by Seller as being true, correct and complete on a form reasonably acceptable to Buyer (the "Rent Roll").
(d) Reports of insurance carriers insuring the Additional Properties during the period of Seller's ownership of the Additional Properties and each portion thereof respecting the claims history of the Additional Properties; insurance policies or certificates of Seller and tenants respecting the Additional Properties; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence of toxic or Hazardous Materials and/or waste at the Additional Properties; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of against any and all storage tanks located oncosts, at losses, damages, liabilities, liens, claims and expenses arising out of or underneath the Additional Properties; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller and Seller's affiliates affecting the Additional Properties and/or income and cash flow to be received resulting from the Additional Properties that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two (2) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional Properties; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties or other such incidents which are the subject of litigation; and such other information reasonably requested entry by Buyer of Seller or its agents, consultants, contractors and subcontractors. Buyer agrees to return the Property to substantially the same condition in writing during which the Additional Property Inspection Periodwas prior to Buyer's making any inspection.
Appears in 1 contract
Samples: Contribution/Purchase Agreement (Prentiss Properties Trust/Md)
Inspections and Studies. Buyer will have until 6:00 p.m. (California time) on the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendment, and (ii) thirty (30) days following Buyer's receipt expiration of the Due Diligence Materials (defined below) (the "Additional Property Inspection Period") Period to conduct (as applicable) and review and approve any and all inspections, investigations, tests, studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Property, including, without limitation, calculations of floor areas, financial analysis analyses of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties Property at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties Property, and to conduct interviews with (xi) tenants of the Additional Properties, (y) construction property management personnel of Seller, and (zii) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview)reasonable discretion. Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five (5) days (unless indicated otherwise below) following the date this Amendment Agreement is executed and delivered by Buyer and Seller, all information in Seller's possession or control which is reasonably related to the Additional PropertiesProperty, plus the following items (collectively, the "Due Diligence Materials"):items:
(a) 9.1.2.1 To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties Property prepared by a licensed surveyor;
(b) Any and all Additional 9.1.2.2 The Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants the tenant to the extent the same are in Seller's possession or control; all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional Properties; all contracts (including the Service Contracts), agreements and management agreements (including, without limitation, parking, elevator, HVAC and landscaping maintenance contracts)agreements; all "operating statements" for the last three (3) calendar years during which Seller owned for the respective Additional Property(ies); Property and a year- to-date operating statement for the calendar year 1997, a balance sheet dated no earlier than December 31, 1996; an income statement for the last two (2) calendar years and a year-to-date income statement for the calendar year 1997, each such statement to be certified by Seller as being true, correct and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable to the Additional Leases; a cumulative general ledger for year-to-date 1997, reports (including, to the extent in Seller's possession, including all environmental reports, soils reports, surveys and plans and specifications affecting or relating to the Additional PropertiesProperty, and all modifications or amendments thereto); to the extent in Seller's possession, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by Seller and relating to the development, construction, operation, use or occupancy of any of the Additional PropertiesProperty.
(c) A current rent roll (to be updated as of the expiration of the Additional Property Inspection Period and as of the Hillside Closing and applicable Westlake Closing, as applicable), prepared and certified by Seller as being true, correct and complete on a form reasonably acceptable to Buyer (the "Rent Roll").
(d) 9.1.2.3 Reports of insurance carriers carriers, if any, insuring the Additional Properties Property during the period of Seller's ownership of the Additional Properties Property and each portion thereof respecting the claims history of the Additional PropertiesProperty; insurance policies or certificates of Seller and tenants respecting the Additional PropertiesProperty; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence of toxic or Hazardous Materials and/or waste at the Additional PropertiesProperty; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of any and all storage tanks located on, at or underneath the Additional PropertiesProperty; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller and Seller's affiliates affecting the Additional Properties Property and/or income and cash flow to be received from the Additional Properties Property that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two three (23) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional PropertiesProperty; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties Property or other such incidents which are the subject of litigation; and such other information reasonably requested by Buyer of Seller in writing during the Additional Property Inspection Due Diligence Period.
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Inspections and Studies. Buyer will have until 6:00 p.m. (California time) on the date which is the later of (i) fifteen (15) days following the mutual execution and delivery of this Amendment, and (ii) thirty (30) days following Buyer's receipt expiration of the Due Diligence Materials (defined below) (the "Additional Property Inspection Period") Period to conduct (as applicable) and review and approve any and all inspections, investigations, tests, studies (including feasibility studies and other economic models) and appraisals as Buyer may have elected to make or obtain with respect to the applicable Additional Property and/or the operation and financial condition of the applicable Additional Property, including, without limitation, calculations of floor areas, financial analysis analyses of the books and records, environmental inspections and studies, structural and mechanical investigations, appraisals, and analyses of the applicable Additional Property's compliance with Governmental Regulations. Buyer and Buyer's representatives, agents and designees will have the right to enter the Additional Properties Property at all reasonable times, upon reasonable oral notice to Seller to perform all such investigations of the Additional Properties Property and to conduct interviews with (xi) tenants of the Additional PropertiesProperty, (yii) construction property management personnel of Seller, and (ziii) such other parties as Buyer may deem appropriate in its sole discretion (provided that no such interview shall occur unless Buyer has notified Seller of its interest in conducting any such interview and provided Seller or a Seller representative with an opportunity to be present for any such interview). Seller will cooperate with Buyer and its representatives in that regard. Seller shall deliver to Buyer at Seller's sole cost and expense, within five (5) days (unless indicated otherwise below) following the date this Amendment Agreement is executed and delivered by Buyer and Seller, all information in Seller's possession or control which is reasonably related to the Additional PropertiesProperty, plus the following items (collectively, the "Due Diligence Materials"):items:
(a) 9.1.2.1 To the extent in Seller's possession, an ALTA "as-built" survey of the Additional Real Properties Property prepared by a licensed surveyor;
(b) 9.1.2.2 Any and all Additional Leases and all modifications or amendments and guaranties relating thereto; all tenant correspondence and all current financial statements of tenants to the extent the same are in Seller's possession or control; the Existing Loan and all loan documents evidencing, relating to and/or securing the loans made by Preferred Bank and China Trust Bank and any other loans secured by one or more of the Additional PropertiesExisting Loan; all contracts (including the Service Contracts), agreements and management agreements (including, without limitation, parking, elevator, HVAC and landscaping maintenance contracts); all "operating statements" for the years during which Seller owned the respective Additional Property(ies); a balance sheet dated no earlier than December 31, 1996; an income statement for the last two (2) calendar years and a year-to-date income statement for the calendar year 1997, each such statement to be certified by Seller as being true, correct and complete reports prepared by Seller in the ordinary course of business; all "Base Year" information applicable to the Additional Leases; a cumulative general ledger for year-to-date 1997, reports (including, to the extent in Seller's possession, all environmental reports, soils reports, surveys and plans and specifications affecting or relating to the Additional PropertiesProperty, and all modifications or amendments thereto); to the extent in Seller's possession, all Records and Plans, Warranties, Licenses and Permits and governmental approvals obtained or held by Seller and relating to the development, construction, operation, use or occupancy of any of the Additional PropertiesProperty.
(c) 9.1.2.3 A current rent roll (to be updated as of the expiration of the Additional Property Inspection Due Diligence Period and as of the Hillside Closing and applicable Westlake Closing, as applicable), prepared and certified by Seller as being true, correct and complete on a form reasonably acceptable to Buyer (the "Rent Roll").
(d) Reports of insurance carriers insuring the Additional Properties during the period of Seller's ownership of the Additional Properties and each portion thereof respecting the claims history of the Additional Properties; insurance policies or certificates of Seller and tenants respecting the Additional Properties; to the extent in Seller's possession, all correspondence, reports, and notices pertaining to the existence of toxic or Hazardous Materials and/or waste at the Additional Properties; all permits, reports, certificates and notices pertaining to the existence, removal and/or decommission of any and all storage tanks located on, at or underneath the Additional Properties; to the extent in Seller's possession, all certificates of occupancy; to the extent in Seller's possession, all maps; to the extent in Seller's possession, all brokerage and commission agreements; all agreements entered by Seller and Seller's affiliates affecting the Additional Properties and/or income and cash flow to be received from the Additional Properties that will survive the Hillside Closing or applicable Westlake Closing, as applicable; tax bills and assessments for the current year and the two (2) year period immediately preceding the current year; copies of the most recently available utility bills and similar records respecting the Additional Properties; any and all information in Seller's possession respecting the creditworthiness of the tenants under the Additional Leases at the Additional Properties; to the extent in Seller's possession, all written reports respecting incidents of theft, burglary or crimes attempted or committed at, on or to the Additional Properties or other such incidents which are the subject of litigation; and such other information reasonably requested by Buyer of Seller in writing during the Additional Property Inspection Period.
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