Property Materials. 3.5.1 Within ten (10) days after the Effective Date, and to the extent the same exist and are in a Seller’s possession or reasonable control (subject to Section 3.5.2), and have not been heretofore provided by a Seller to Purchaser, Seller agrees to make the documents set forth on Schedule 4 (together with any other documents or information provided by Sellers or their agents to Purchaser with respect to the Property, the “Materials”) relating to its Property available at its Property for review and copying by Purchaser at Purchaser’s sole cost and expense. In the alternative, at a Seller’s option and within the foregoing time period, such Seller may deliver some or all of its Materials to Purchaser, or make the same available to Purchaser on a secure web site (Purchaser agrees that any item to be delivered by a Seller under this Contract shall be deemed delivered to the extent available to Purchaser on such secured web site). To the extent that Purchaser determines that any of the Materials have not been made available or delivered to Purchaser pursuant to this Section 3.5.1, Purchaser shall notify Sellers’ Representative and Sellers’ Representative shall use commercially reasonable efforts to deliver the same to Purchaser within five (5) Business Days after such notification is received by such Seller; provided, however, that under no circumstances will the Feasibility Period be extended and Purchaser’s sole remedy will be to terminate this Contract pursuant to Section 3.2.
3.5.2 In providing the Materials to Purchaser, other than Seller’s Representations, each Seller makes no representation or warranty, express, written, oral, statutory, or implied, and all such representations and warranties are hereby expressly excluded and disclaimed. All Materials are provided for informational purposes only and, together with all Third-Party Reports, shall be returned by Purchaser to all applicable Sellers or the destruction thereof shall be certified in writing by Purchaser to Sellers’ Representative as a condition to return of the Deposit to Purchaser if this Contract is terminated for any reason. Recognizing that the Materials delivered or made available by Sellers pursuant to this Contract may not be complete or constitute all of such documents which are in a Seller’s possession or control, but are those that are readily and reasonably available to such Seller, Purchaser shall not in any way be entitled to rely upon the completeness or accuracy of the Materials...
Property Materials. Purchaser acknowledges receipt of the documents set forth on Exhibit I (collectively, the “Materials”) relating to each of the Properties. Except as provided in Section 7.1 with respect to contracts related to cable, utility and laundry services at the Properties, Sellers make no representation or warranty, express, written, oral, statutory, or implied regarding the Materials. Any information and Materials provided by any of the Sellers to Purchaser under the terms of this Agreement are for informational purposes only and, together with all Third-Party Reports, shall be returned by Purchaser to all applicable Sellers if this Agreement is terminated for any reason. Purchaser shall not in any way be entitled to rely upon the accuracy of such information and Materials. Purchaser recognizes and agrees that the Materials and other documents and information delivered or made available by Sellers pursuant to this Agreement may not be complete or constitute all of such documents which are in a Seller’s possession or control, but are those that are readily available to such Seller after reasonable inquiry to ascertain their availability. Purchaser understands that, although each Seller has used commercially reasonable efforts to locate and make available the Materials and other documents required to be delivered or made available by it pursuant to this Agreement. Purchaser will not rely on such Materials or other documents as being a complete and accurate source of information with respect to such Seller's Property, and will instead in all instances rely exclusively on its own Inspections and Consultants with respect to all matters which it deems relevant to its decision to acquire, own and operate the Properties. The provisions of this Section 3.5 shall survive the Closing and delivery of the Deeds to Purchaser.
Property Materials. 3.5.1. Within 5 Business Days after the Effective Date, and to the extent the same have not already been provided by Seller to Purchaser, Seller agrees to deliver to Purchaser, or at Seller's option make available at the Property, copies of such documents and information (including any Utility Contracts) concerning the Property that are in Seller's possession or reasonable control, other than such documents and information that Seller deems to be confidential or proprietary (collectively, the "Materials").
3.5.2. Except as expressly set forth in Seller's Representations, Seller makes no representations or warranties, express, written, oral, statutory, or implied, and all such representations and warranties are hereby expressly excluded and disclaimed. All Materials are provided for informational purposes only, and Purchaser shall not in any way be entitled to rely upon the completeness or accuracy of the Materials, and will instead in all instances rely exclusively on its own Inspections and Consultants with respect to all matters which it deems relevant to its decision to acquire, own and operate the Property. All Materials and Third-Party Reports shall be returned to Seller or destroyed by Purchaser if this Contract is terminated for any reason.
3.5.3. Not later than 5 Business Days after the Effective Date, and to the extent the same has not already been provided by Seller to Purchaser, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1) the most recent rent roll for the Property, which is the rent roll Seller uses in the ordinary course of operating the Property (the "Rent Roll"). Seller makes no representations or warranties regarding the Rent Roll other than the express representation set forth in Section 6.1.5.
3.5.4. Not later than 5 Business Days after the Effective Date, and to the extent the same has not already been provided by Seller to Purchaser, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1) a list of all current Property Contracts (the "Property Contracts List") and true and correct copies of all Property Contracts (to the extent in Seller’s possession or control). Seller makes no representations or warranties regarding the Property Contracts List other than the express representations set forth in Section 6.1.6.
Property Materials. If a sheriff’s, clerk’s or trustee’s deed for the Property is issued to Lender or its designee pursuant to a judicial or trustee’s sale, or if Lender acquires the Property by deed in lieu of foreclosure or otherwise, promptly upon request by Lender, Borrower shall deliver and/or pay to Lender, the following as to all or any portion of the Property acquired by Lender provided same are in Borrower’s possession or control: (i) possession of the Property, (ii) the originals (or true and correct copies, if the originals are not available) of all guaranties and warranties given with respect to all or any portion of the Property or any improvement located thereon which Borrower has in its possession, (iii) the originals (or true and correct copies, if the originals are not available) of all service contracts and management agreements then in effect with respect to the Property, (iv) the originals (or true and correct copies, if the originals are not available) of all plans, specifications, working drawings and surveys of or relating to the Property or to the construction of the buildings and related improvements located thereon, (v) the originals (or true and correct copies, if the originals are not available) of all governmental consents, approvals, licenses, permits, certificates of occupancy, zoning approvals, building permits and similar documents relating to the Property, (vi) copies of all books and records in any way relating to the Property, (vii) the balance of any funds in any security deposit accounts and any and all other tenant security deposits, and any and all advance rentals or similar fees, if any, (viii) the originals (or true and correct copies, if the originals are not available) of all termite or other inspection reports, bonds, warranties and guaranties relating to the Property, (ix) any and all income from the Property received by or on behalf of Borrower and then being held by or on behalf of Borrower; (x) the originals (or true and correct copies, if the originals are not available) of all certificates, binders and policies of insurance relating to the Property, (xi) the originals (or true and correct copies, if the originals are not available) of all contracts and agreements with contractors, architects, engineers, surveyors and others relating to all or any portion of the Property, (xii) the originals (or true and correct copies, if the originals are not available) of all tenant leases and occupancy agreements affecting all or any porti...
Property Materials. Within ten (10) days after the Effective Date, and to the extent the same exist and are in Seller’s possession or control, Seller shall deliver to Purchaser (which delivery may be made electronically or through a web based share site) the documents set forth on Schedule 3.04 attached hereto (together with any other documents or information provided by Seller or its agents to Purchaser with respect to the Property (the “Materials”).
Property Materials. Seller shall deliver:
i. originals or true, correct, and complete copies, if originals are not in Seller’s possession or control or otherwise available to Seller, of the Service Contracts, Intangible Property and to the extent in Seller’s possession, copies of any plans of the Property (including any “as built” Plans), and any Permits;
ii. keys to all locks on the Real Property in Seller’s or Seller’s building manager’s possession or control (provided that such keys need not be delivered to the Title Company, but rather shall be available to Buyer at the Property);
iii. all maintenance records and operating manuals pertaining to the Real Property in Seller’s possession or control; and
iv. a letter to each of the service providers under the Service Contracts, informing such service providers of the assignment of such Service Contracts to Buyer (which letter shall be in form and substance satisfactory to Buyer in the exercise of Buyer’s reasonable judgment).
Property Materials. To Optionor's knowledge, there are no defects, deficiencies, or inaccuracies in any of the information furnished by Optionor to Optionee with respect to the Option Property and the Projects, and all information furnished by Optionor to Optionee with respect to the Option Property and the Projects is true, accurate, and complete.
Property Materials. Not later than three (3) days following the Effective Date, SELLER shall deliver to BUYER for BUYER’s review and copying the following documents relating to the Property to the extent in the possession or control of SELLER (collectively, the “Property Materials”): (i) all soils, groundwater, environmental, property inspection and other reports and test results relating to the physical condition of the Property, including without limitation engineers’ and consultants’ plans, reports, and studies relating to the physical condition of the Property; (ii) all notices of violations of laws, if any, from any governmental or quasi- governmental authorities related to the Property; and (iii) other correspondence and notices from any governmental or quasi-governmental authorities related to the Property.
Property Materials. 3.5.1. Within 3 Business Days after the Effective Date, and to the extent the same have not already been provided by Seller to Purchaser, Seller agrees to use reasonable efforts to deliver to Purchaser, or at Seller’s option make available at the Property, copies of such documents and information concerning the Property that are in Seller’s possession or reasonable control, including, without limitation, those items listed on Schedule 3.5.1, other than such documents and information that Seller deems to be confidential or proprietary (collectively, the “Materials”).
3.5.2. Except as expressly set forth in Seller’s Representations, Seller makes no representations or warranties, express, written, oral, statutory, or implied, and all such representations and warranties are hereby expressly excluded and disclaimed. All Materials are provided for informational purposes only, and Purchaser shall not in any way be entitled to rely upon the completeness or accuracy of the Materials, and will instead in all instances rely exclusively on its own Inspections and Consultants with respect to all matters which it deems relevant to its decision to acquire, own and operate the Property. All Materials and Third-Party Reports shall be returned to Seller or destroyed by Purchaser if this Contract is terminated for any reason.
3.5.3. Not later than 3 Business Days after the Effective Date, and to the extent the same has not already been provided by Seller to Purchaser, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1) the most recent rent roll for the Property, which is the rent roll Seller uses in the ordinary course of operating the Property (the “Rent Roll”). Seller makes no representations or warranties regarding the Rent Roll other than the express representation set forth in Section 6.1.5.
3.5.4. Not later than 3 Business Days after the Effective Date, and to the extent the same has not already been provided by Seller to Purchaser, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1) a list of all current Property Contracts (the “Property Contracts List”). Seller makes no representations or warranties regarding the Property Contracts List other than the express representations set forth in Section 6.1.6.
Property Materials. 3.5.1 Within 10 days after the Effective Date, and to the extent the same exist and are in a Seller's possession or reasonable control (subject to Section 3.5.2), each Seller agrees to make the documents set forth on Schedule 3.5 (the "Materials") relating to its Property available at its Property for review and copying by Purchaser at Purchaser's sole cost and expense. In the alternative, at a Seller's option and within the foregoing 10-day period, such Seller may deliver some or all of its Materials to Purchaser, or make the same available to Purchaser on a secure web site (Purchaser agrees that any item to be delivered by a Seller under this Contract shall be deemed delivered to the extent available to Purchaser on such secured web site). To the extent that Purchaser determines that any of the Materials have not been made available or delivered to Purchaser pursuant to this Section 3.5.1, Purchaser shall notify the applicable Seller and such Seller shall use commercially reasonable efforts to deliver the same to Purchaser within 5 Business Days after such notification is received by such Seller; provided, however, that under no circumstances will the Feasibility Period be extended and Purchaser's sole remedy will be to terminate this Contract pursuant to Section 3.2; provided, however, if any Seller does not make available a material portion of the Materials within Seller's possession or reasonable control, and Purchaser terminates this Contract because of such failure on or before the expiration of the Feasibility Period, Purchaser shall recover the Non-Refundable Portion.
