Online Database. On the Effective Date, Seller will provide Buyer with access to an online database (the “Data Site”) containing copies of title reports and underlying documents related thereto, available tax bills, assessments, site plans, construction documents, surveys, property condition reports, zoning reports/letters, Planned Unit Development documents, and governmental approvals (but not including any appraisals), current rent roll that indicates discounts and similar concessions (“Rent Roll”), delinquency report (“Delinquency Report”), certificates of occupancy for the Community, Personal Property inventories, existing licenses and permits, copies of Leases, Resident Agreements and Service Agreements, permits and such other items as are specifically set forth on Schedule 3(a) hereto, all to the extent in Seller’s possession or control and all without representations or warranty of any kind (except to the extent expressly set forth in this Agreement) (collectively, the “Due Diligence Items”). Notwithstanding the foregoing, Buyer understands and agrees that notwithstanding Seller’s commercially reasonable efforts to fully populate the Data Sate, the Data Site may not contain all Due Diligence Items requested by Buyer as of such date and, accordingly, Seller shall use commercially reasonable efforts to upload all Due Diligence Items onto the Data Site within five (5) business days after the Effective Date. In addition, Seller agrees that, to the extent that additional Due Diligence Items are discovered by or otherwise become available to Seller thereafter, Seller shall promptly upload such items to the Data Site and notify Buyer of the same, but that, in any event Seller shall confirm to Buyer that the Data Site is complete no later than five (5) days prior to the expiration of the Due Diligence Period. Buyer hereby acknowledges that no supplementation or updating of the Data Site shall be deemed to extend the Due Diligence Period. Notwithstanding anything to the contrary in this Agreement, Seller shall not be obligated to provide Buyer with any of Seller’s internal memoranda or reports, any financial projections, budgets or appraisals, or any other confidential, proprietary or privileged information. In addition, Seller shall not have any liability, obligation or responsibility of any kind with respect to the content or accuracy of any report, study, opinion, projection or analysis, except as expressly set forth in this Agreement.
