Common use of Purchaser’s Due Diligence Reports Clause in Contracts

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 the Closing does not occur for any reason, then, Purchaser shall provide a copy to Seller shall have the right (but not the obligation) upon written request to Purchaser, to purchase from Purchaser of all studies, reports and assessments prepared by any Person for or on behalf of Purchaser (other than any 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, reports and assessments memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Purchaser’s employees, attorneys or accountants) in connection with the Inspections (the “Purchaser Due Diligence Reports”); provided. Notwithstanding the foregoing, however, that Seller agrees the extent of the Inspections to pay to Purchaser the amount expended by Purchaser, as reasonably documented by Purchaser, for the Purchaser Due Diligence Reports. If be conducted and the Purchaser Due Diligence Reports are provided to Sellerbe 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 so provided shall nevertheless be and remain subject Reports, whether or not this Agreement is terminated prior 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 ReportsClosing. 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 the such Person for the such original Purchaser Due Diligence Reports Report and/or reliance lettersletter. Nothing herein This Section IV.A.4 shall be deemed to obligate Seller to purchase survive the Purchaser Due Diligence Reports from Purchasertermination of this Agreement.

Purchaser’s Due Diligence Reports. If the Closing does not occur for any reason, then, Purchaser shall provide a copy to Seller shall have the right (but not the obligation) upon written request to Purchaser, to purchase from Purchaser of all studies, reports and assessments prepared by any Person for or on behalf of Purchaser within five (other than any internal studies, reports and assessments prepared by any 5) Business Days of Purchaser’s employeesreceipt thereof (except to the extent the same (i) are legally privileged or constitute attorney work product, attorneys (ii) are subject to a confidentiality agreement or accountantsto 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 (the “Purchaser Due Diligence Reports”); provided. Notwithstanding the foregoing, however, that Seller agrees the extent of the Inspections to pay to Purchaser the amount expended by Purchaser, as reasonably documented by Purchaser, for the Purchaser Due Diligence Reports. If be conducted and the Purchaser Due Diligence Reports are provided to Sellerbe 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 so provided shall nevertheless be Reports, whether or not this Agreement is terminated prior to Closing and remain subject to the rights of the parties who prepared the same and without any representation or warranty of any kind or nature Purchaser makes no representations and/or warranties as to the truth, accuracy or completeness of any of Purchaser’s Inspections or 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 the such Person for the providing such original Purchaser Due Diligence Reports Report and/or reliance lettersletter to Seller. Nothing herein This Section 4.1.4 shall be deemed to obligate Seller to purchase survive the Purchaser Due Diligence Reports from Purchasertermination of this Agreement.