Common use of Purchaser’s Due Diligence Clause in Contracts

Purchaser’s Due Diligence. At the Closing, Purchaser shall have ------------------------- delivered to Seller a certificate (the "Due Diligence Certificate") to the effect that: (i) Purchaser and its employees, agents and accounting and legal representatives have been afforded reasonable access to the books, records, key personnel, facilities and other things reasonably related to the Purchased Assets and the Business; (ii) Purchaser and its employees, agents and accounting and legal representatives have been given a reasonable opportunity to ask questions relating to the Purchased Assets and the Business and to receive answers thereto; (iii) Purchaser has completed its business, accounting and legal due diligence review of the Purchased Assets and the Business; and (iv) in completing the transactions contemplated in accordance with this Agreement, Purchaser has not and is not relying on representations and warranties of Seller which are not expressly stated in this Agreement; provided, however, that notwithstanding the investigation conducted by Purchaser and any knowledge of facts determined or determinable by the Purchaser pursuant to such investigation, Purchaser has the right to rely upon the representations, warranties, covenants and agreements of Seller and Principals contained in this Agreement except to the extent that (i) Purchaser had, prior to Closing, actual knowledge of Seller's and the Principals' breach of any such representation or warranty; (ii) neither Seller nor either of the Principals had knowledge of such breach ; and (iii) Purchaser intentionally withheld such knowledge from Seller and the Principals. For purposes of the foregoing, (i) Purchaser's knowledge shall be deemed to include the knowledge of only Xxxxxxx X. Xxxxxx, Xxxxx Xxxxxx and Xx Xxxxxx, and (ii) Seller's knowledge shall be deemed to include the knowledge of the persons named in Section 12.kk. hereof.

Purchaser’s Due Diligence. At 8.01 In consideration of the ClosingPurchaser simultaneously herewith depositing with the Escrow Agent the Due Diligence Fee (which shall be payable to the Seller in accordance with Sections 3.02, 8.03, and 14.01), commencing on the date of this Agreement and expiring on December 1, 2004 or such earlier date as the Purchaser shall have ------------------------- delivered waived its rights to Seller a certificate terminate this Agreement under Section 8.03 (which right shall conclusively be deemed to have been waived by making the Contract Deposit pursuant to paragraph (b) of Section 3.02) (the "“Due Diligence Certificate"Period”), the Purchaser (and the Purchaser’s accountants, engineers and other consultants) may, subject to the effect that: terms and provisions of this Article 8 and upon at least two Business Days’ notice to the Seller, (i) Purchaser and its employees, agents and accounting and legal representatives have been afforded reasonable access subject to the booksrights of tenants of the Premises, recordsenter upon the Real Property for the purpose of making such inspections and surveys thereof as the Purchaser may desire, key personnel, facilities and other things reasonably related to the Purchased Assets and the Business; (ii) Purchaser and its employees, agents and accounting and legal representatives have been given a reasonable opportunity to ask questions relating to review the Purchased Assets and the Business and to receive answers thereto; (iii) Purchaser has completed its business, accounting and legal due diligence review of the Purchased Assets and the Business; and (iv) in completing the transactions contemplated in accordance with this Agreement, Purchaser has not and is not relying on representations and warranties of Seller which are not expressly stated in this Agreement; provided, however, that notwithstanding the investigation conducted by Purchaser and any knowledge of facts determined or determinable by the Purchaser pursuant to such investigation, Purchaser has the right to rely upon the representations, warranties, covenants and agreements of Seller and Principals contained in this Agreement except to the extent that (i) Purchaser had, prior to Closing, actual knowledge of Seller's and the Principals' breach of any such representation or warranty; (ii) neither Seller nor either of the Principals had knowledge of such breach ; Leases and (iii) inspect, during regular business hours at the offices of the managing agent of the Real Property, the Contracts and the other books and records of such managing agent relating to the operation, leasing and maintenance of the Real Property. Nothing in this Section 8.01 shall be construed to permit the Purchaser intentionally withheld or any other person on behalf of the Purchaser to inspect or review any (x) income tax returns or files relating to income taxes of the Seller or any partner, officer, member, agent or other principal of the Seller or (y) reports, correspondence, memoranda or compendia of information prepared by counsel for the Seller which may be the subject of any privilege or by any other persons in contemplation of litigation or any other official proceeding or hearing, except real estate tax certiorari (or equivalent) proceedings. The Seller reserves the right to have one or more representatives present at any such knowledge inspection, test, examination or walk-through of the Real Property and at any examination of the Leases, Contracts or books and records. No test or physical penetration of any portion of the Real Property may be conducted without the prior approval of the Seller, which approval shall not be unreasonably withheld. The Purchaser shall maintain and deliver to Seller certificates of comprehensive liability and property damage insurance in a coverage amount of not less than one million ($1,000,000) dollars per occurrence and underwritten by a carrier reasonably acceptable to the Seller, naming the Seller, its members and managing agent as insureds against any damage, injury, expenses and other liabilities which the undersigned may incur arising out of any negligence or misconduct by any of the Purchaser’s representatives while present at the Real Property to perform any activity permitted under this Section 8.01. The Purchaser shall promptly pay the Seller the Seller’s cost to repair any damage to any Buildings and other Improvements caused by or resulting from activities associated with such representatives (excluding, however, conditions merely discovered by the Purchaser) and restore the damaged property to its condition immediately prior to such activities and shall indemnify Seller against any related costs. During the Due Diligence Period, the Seller shall make available to the Purchaser and its representatives copies of the Leases, the Contracts, such Certificate(s) of Compliance or Occupancy and Residential Use Permits for the Buildings and other Improvements as are in the possession of the Seller and its managing agent, the Principals. For purposes most recent real estate tax bills for the Real Property, such plans and drawings of the foregoing, (i) Purchaser's knowledge shall be deemed to include Buildings and other Improvements as are in the knowledge of only Xxxxxxx X. Xxxxxx, Xxxxx Xxxxxx and Xx Xxxxxx, and (ii) Seller's knowledge shall be deemed to include the knowledge possession of the persons named Seller and its managing agent and, subject to the foregoing provisions of this Section 8.01, such other books and records of the Property, including, without limitation, the items set forth in Section 12.kk. hereofSchedule K attached hereto, as are in the possession of the Seller and its managing agent.

Purchaser’s Due Diligence. At the Closing, Purchaser shall have ------------------------- delivered thirty (30) days from the date hereof to Seller a certificate conduct such due diligence as Purchaser deems necessary with respect to the Property (the "Due Diligence CertificatePeriod") to ). During the effect that: (i) Due Diligence Period, Seller will permit Purchaser and its employees, agents and accounting and legal representatives have been afforded reasonable access to the booksProperty on reasonable notice by Purchaser, recordsduring normal business hours, key personneland will make available to Purchaser for review and copying at Purchaser's expense, facilities such written information concerning the Property as Seller has in its possession or under its control including, to the extent in existence and other things reasonably within the files of Seller or the property manager, those items set forth in Schedule I attached hereto. Purchaser agrees to indemnify, protect, defend and save Seller harmless from any and all claims, actions, liabilities, damages, costs or causes of action of any kind, nature or description, including attorneys' fees, as arise because of or as are related to Purchaser's activities during the Purchased Assets Due Diligence Period. Notwithstanding anything to the contrary contained in this Paragraph 3.5, Purchaser acknowledges and agrees that it shall not make or perform any physical tests or procedures on, about or to the Property including, but not limited to, soil sampling, soil boring, material sampling, excavations, and the Business; like without Seller's prior written consent, which consent may be granted or withheld by Seller in its sole and absolute discretion. Seller shall notify Purchaser of its decision to grant or to withhold its consent within five (ii5) business days following Seller's receipt of Purchaser's request for permission to perform any physical test or procedure. In the event Seller withholds Its consent to Purchaser and its employees, agents and accounting and legal representatives have been given a reasonable opportunity to ask questions relating to the Purchased Assets and the Business and to receive answers thereto; (iii) Purchaser has completed its business, accounting and legal due diligence review of the Purchased Assets and the Business; and (iv) in completing the transactions contemplated in accordance with this Agreementperforming any physical test or procedure, Purchaser has not and is not relying on representations and warranties of Seller which are not expressly stated in this Agreement; provided, however, that notwithstanding the investigation conducted by Purchaser and any knowledge of facts determined or determinable by the Purchaser pursuant to such investigation, Purchaser has shall have the right to rely upon cancel this Agreement. Provided Seller has granted its consent to Purchaser performing any physical test or procedure, if Purchaser's agents go on the representationsPremises and perform labor thereon such as soil boring or environmental inspections, warranties, covenants Purchaser shall provide Seller with evidence of workman's compensatxxx xxx xiability insurance satisfactory to Seller to protect Seller from any liability concerning such activities. The results of all tests or procedures shall be confidential and agreements of Seller and Principals contained in this Agreement except shall not be disclosed by Purchaser to the extent that (i) Purchaser had, prior to Closing, actual knowledge of any third party without Seller's and the Principals' breach of any such representation or warranty; (ii) neither Seller nor either of the Principals had knowledge of such breach ; and (iii) Purchaser intentionally withheld such knowledge from Seller and the Principals. For purposes of the foregoing, (i) Purchaser's knowledge shall be deemed to include the knowledge of only Xxxxxxx X. Xxxxxx, Xxxxx Xxxxxx and Xx Xxxxxx, and (ii) Seller's knowledge shall be deemed to include the knowledge of the persons named in Section 12.kk. hereofprior written consent.

Purchaser’s Due Diligence. At During the Closingperiod commencing on the Effective Date, and ending at 5:00 p.m. Pacific time on December 19, 2013 (the “Study Period”), Purchaser shall have ------------------------- delivered the right to Seller a certificate perform and conduct such examinations and investigations of the Property as Purchaser may desire, which may include, without limitation, examination of all structural and mechanical aspects thereof, review of the Property Information (as hereinafter defined), examination of the "Due Diligence Certificate") title to the effect that: Property, reviewing the Survey, a non-invasive phase 1 environmental assessment, and determining the compliance of the Property with all applicable laws, rules, codes and regulations. In connection with such examination, Seller shall make available (i) at reasonable times and places or by providing Purchaser and its employees, agents and accounting and legal representatives have been afforded reasonable access to the books, records, key personnel, facilities an online database) for Purchaser’s review Seller’s books and other things reasonably related to the Purchased Assets and the Business; (ii) Purchaser and its employees, agents and accounting and legal representatives have been given a reasonable opportunity to ask questions records relating to the Purchased Assets and the Business and to receive answers thereto; (iii) Purchaser has completed its business, accounting and legal due diligence review operation of the Purchased Assets Property, including, without limitation, maintenance records, environmental reports, records of income, taxes and expenses, Leases, Licenses, tenant files, Contracts, records of repairs and capital improvements, in all cases as available, but expressly excluding all documents and materials of a privileged or proprietary nature, such as internal valuation analysis, projections, software, marketing materials, and materials constituting the Business; and (iv) in completing the transactions contemplated in accordance with this Agreement, Purchaser has not and is not relying on representations and warranties work product of Seller which are not expressly stated in this Agreement; providedor its agents and attorneys. Collectively, however, that notwithstanding the investigation conducted by Purchaser and any knowledge of facts determined or determinable by the Purchaser pursuant to such investigation, Purchaser has the right to rely upon the representations, warranties, covenants and agreements of Seller and Principals contained in this Agreement except items posted to the extent that (i) online database or otherwise made available to Purchaser had, prior to Closing, actual knowledge of Seller's and the Principals' breach of any such representation or warranty; (ii) neither Seller nor either of the Principals had knowledge of such breach ; and (iii) Purchaser intentionally withheld such knowledge from Seller and the Principals. For purposes of the foregoing, (i) Purchaser's knowledge shall be deemed referred to include herein as the knowledge of only Xxxxxxx X. Xxxxxx“Property Information”). Notwithstanding anything herein to the contrary, Xxxxx Xxxxxx and Xx Xxxxxxnothing herein shall authorize Purchaser, and (ii) nor shall Purchaser be permitted to conduct, any environmental sampling or subsurface or groundwater testing or air quality testing on or relating to the Property without Seller's knowledge shall ’s prior written consent in each instance, which consent may be deemed to include the knowledge of the persons named in Section 12.kk. hereofwithheld or denied for any or no reason.