Purchaser’s Due Diligence Reports. If the Closing does not occur for any reason, then, Seller shall have the right (but not the obligation) upon written request to Purchaser, to purchase from Purchaser all studies, reports and assessments prepared by any Person for or on behalf of Purchaser (other than any internal studies, reports and assessments prepared by any of Purchaser’s employees, attorneys or accountants) in connection with the Inspections (the “Purchaser Due Diligence Reports”); provided, however, that Seller agrees to pay to Purchaser the amount expended by Purchaser, as reasonably documented by Purchaser, for the Purchaser Due Diligence Reports. If the Purchaser Due Diligence Reports are provided to Seller, the Purchaser Due Diligence Reports so provided shall nevertheless be and remain subject to the rights of the parties who prepared the same and without any representation or warranty of any kind or nature as to the truth, accuracy or completeness of any of Purchaser’s Due Diligence Reports. If requested by Seller, Purchaser shall use commercially reasonable efforts to obtain an original of Purchaser Due Diligence Reports for Seller, together with a reliance letter in favor of Seller from the Person who prepared Purchaser Due Diligence Reports; provided, however, that Seller shall pay for any fees, costs or expenses charged by the Person for the original Purchaser Due Diligence Reports and/or reliance letters. Nothing herein shall be deemed to obligate Seller to purchase the Purchaser Due Diligence Reports from Purchaser.
Purchaser’s Due Diligence Reports. If this Agreement is terminated, Purchaser shall provide a copy to Seller of all final studies, reports and assessments prepared by any Person for or on behalf of Purchaser (other than any internal studies, reports and assessments or other privileged information prepared by any of Purchaser’s employees, attorneys or accountants) in connection with the Inspections (the “Purchaser Due Diligence Reports”). If requested by Seller, Purchaser shall use commercially reasonable efforts to obtain an original of any such Purchaser Due Diligence Reports for Seller, together with a reliance letter in favor of Seller from the Person who prepared such Purchaser Due Diligence Reports; provided, however, that Seller shall pay for any fees, costs or expenses charged by such Person for such original Purchaser Due Diligence Reports and/or reliance letters.
Purchaser’s Due Diligence Reports. At Seller’s request, Purchaser shall provide a copy to Seller, without any representation or warranty related thereto, of all studies, reports and assessments prepared by any Person for or on behalf of Purchaser (except to the extent the same (i) are legally privileged or constitute attorney work product, (ii) are subject to a confidentiality agreement or to Applicable Law prohibiting their disclosure by Purchaser, or (iii) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Purchaser) in connection with the Inspections 17 AUS-6206654-10 6055890/60 (the “Purchaser Due Diligence Reports”). Notwithstanding the foregoing, the extent of the Inspections to be conducted and the Purchaser Due Diligence Reports to be prepared in connection with the transactions contemplated by this Agreement shall be in the sole discretion of Purchaser, and Purchaser shall be under no obligation to complete or cause the completion of any such Inspections or Purchaser Due Diligence Reports, whether or not this Agreement is terminated prior to Closing. If requested by Seller, Purchaser shall request a reliance letter in favor of Seller from the Person who prepared such Purchaser Due Diligence Reports; provided that Seller must pay for any fees, costs or expenses charged by such Person for such reliance letter. This Section 4.1.4 shall survive the termination of this Agreement.
Purchaser’s Due Diligence Reports. Purchaser has delivered and will deliver to Seller copies of any (i) material reports, studies, analyses, tests or monitoring obtained by Purchaser during the course of its due diligence pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by any of the Companies, or regarding any of the Companies’ compliance with applicable Environmental Laws, and (ii) title searches, title abstracts, surveys, Uniform Commercial Code and other lien searches and litigation searches concerning the Companies obtained by Purchaser during the course of its due diligence.
Purchaser’s Due Diligence Reports. Upon written request from Seller following any termination of this Agreement pursuant to the Due Diligence Contingency, Purchaser shall, so long as Seller has complied with its obligations under Section 3.2.4, provide a copy to Seller of all third party environmental, engineering and appraisal reports prepared for or on behalf of Purchaser in connection with the Inspections (the “Purchaser Due Diligence Reports”). If also requested by Seller in writing, Purchaser shall use commercially reasonable efforts to obtain an original of any such Purchaser Due Diligence Reports for Seller, together with a reliance letter in favor of Seller from the Person who prepared such Purchaser Due Diligence Reports; provided, however, that Seller shall pay for any fees, costs or expenses charged by such Person for such original Purchaser Due Diligence Report and/or reliance letter.
Purchaser’s Due Diligence Reports. If requested by Seller, Purchaser shall provide a copy to Seller of all studies, reports, and assessments prepared by any Person for or on behalf of Purchaser (other than any internal studies, reports and assessments prepared by any of Purchaser’s employees, attorneys, investors, bankers or accountants) in connection with transactions contemplated by this Agreement (the “Purchaser Due Diligence Reports”), and if also requested by Seller, at Seller’s cost and expense, Purchaser shall use commercially reasonable efforts to obtain an original of any such Purchaser Due Diligence Reports for Seller, together with a reliance letter from such Person in favor of Seller. This Section 4.1(c) shall survive the termination of this Agreement and the Closing.
Purchaser’s Due Diligence Reports. If requested by Seller, at no cost or expense to Purchaser, Purchaser shall provide a copy to Seller of all studies, reports and assessments prepared by any Person for or on behalf of Purchaser (other than any internal studies, reports and assessments prepared by any of Purchaser’s employees, attorneys or accountants) in connection with the Inspections (the “Purchaser Due Diligence Reports”).
Purchaser’s Due Diligence Reports. Purchaser shall provide to Seller, at no cost or expense to Seller except as provided in the immediately following sentence, a copy of all studies, reports and assessments prepared by any Person for or on behalf of Purchaser (other than any internal studies, reports and assessments prepared by any of Purchaser’s employees, attorneys or accountants) relating to the Inspections (the “Purchaser Due Diligence Reports”). If requested by Seller, Purchaser shall use commercially reasonable efforts to obtain an original of any such Purchaser Due Diligence Reports for Seller, provided that Seller shall pay for any fees, costs or expenses charged by such Person for such original Purchaser Due Diligence Report. This Section 3.2.2 shall survive the termination of this Agreement.
Purchaser’s Due Diligence Reports. Purchaser shall provide a copy to Seller of all studies, reports, and assessments prepared by any Person for or on behalf of Purchaser (other than any internal studies, reports and assessments prepared by any of Purchaser's employees, attorneys or accountants) in connection with the Inspections (the "Purchaser Due Diligence Reports"), without representation or warranty by Purchaser as to the completeness or accuracy of any such Report, and if requested by Seller, at Seller's cost and expense, Purchaser shall cooperate in good faith with Seller's efforts to obtain an original of any such Purchaser Due Diligence Reports, together with a reliance letter from such Person in favor of Seller. This Section 4.1(d) shall survive the termination of this Agreement and shall survive the Closing.
Purchaser’s Due Diligence Reports. Purchaser shall, at Seller’s request, provide a copy to Seller of all third-party studies, reports and assessments prepared by any Person for or on behalf of Purchaser (other than those that (i) are legally privileged or constitute attorney work product, (ii) are subject to a confidentiality agreement or to Applicable Law 2230752.03F-NYCSR03A - MSW prohibiting their disclosure by Xxxxxxxxx, or (iii) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Purchaser or Purchaser’s Affiliates or any attorneys or accountants for or on their behalf) in connection with the Inspections (the “Purchaser Due Diligence Reports”). Any such deliveries shall be made without any certification, representation or warranty whatsoever. The provisions of this Section 4.1.4 shall survive the Closing or termination of this Agreement.
