Review and Approval of Documents and Materials. Seller ---------------------------------------------- has made available to Buyer at the offices of Newport National Corporation in Carlsbad, California, (A) the documents and materials respecting the Property set forth on Exhibit "A-2" attached hereto, or ------------- (B) such other documents in Seller's possession or control which relate to the Property which Buyer shall reasonably request (collectively, the "Documents and Materials"). Buyer may make copies of the Documents and Materials, but Seller shall have no obligation to provide Buyer with copies. Buyer shall have the right to review and approve or disapprove, in its sole and absolute discretion, any or all of the Documents and Materials prior to the Effective Date. The failure of Buyer to give Seller written notice of its approval of all of the Documents and Materials on or before the Effective Date shall be deemed to constitute Buyer's approval thereof.
Review and Approval of Documents and Materials. On or before the expiration of the Contingency Period, Buyer shall have approved any documents and materials delivered by Seller to Buyer pursuant to this Section. Unless otherwise noted below with respect to any specific item, within five (5) days after the Effective Date of this Agreement, Seller shall deliver to Buyer, for Buyer’s review and approval, the following documents and materials respecting the Property, which are in Seller’s possession, custody or control (collectively, the “Seller’s Documents”):
6.1.1 A current accounts receivable report for the Property.
6.1.2 A current rent roll for the Property.
6.1.3 Real and personal property tax statements for the most recent tax year.
6.1.4 All environmental reports, studies and assessments concerning the Property.
6.1.5 All soils, geotechnical, drainage, seismological and engineering reports, studies and assessments concerning the Property.
6.1.6 Any CC&Rs, management agreements, commission agreements or other agreements relating to all or any portion of the Property.
6.1.7 All tenant leases and other occupancy or use agreements and any amendments thereto concerning the Property (the “Leases”) and a current rent roll and aged receivables report for the Property.
Review and Approval of Documents and Materials. In order to facilitate Buyer’s Due Diligence, Seller has provided or will provide to Buyer upon the opening of escrow, all documents and materials respecting the Property which are in Seller’s files (the “Documents and Materials”). Seller does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information contained in Seller’s files or in the Documents and Materials. Buyer acknowledges that Seller shall have no responsibility for the contents and accuracy of such Documents and Materials and Buyer agrees that the obligations of Seller in connection with the purchase of the Property shall be governed by this Agreement irrespective of the contents of any such Documents and Materials. Notwithstanding the foregoing, Seller shall not be required to disclose any information reflecting (collectively the “Excluded Material”) (i) any corporate, limited liability company or partnership matters of Seller or its affiliates including, without limitation, Manager (collectively “Affiliates”), including without limitation, matters related to the ownership, governance, organization, or composition of Seller and its Affiliates; (ii) any agreements Seller and/or its Affiliates are a party to other than those which bind the Hotel; (iii) Seller’s and/or its Affiliates internal work product or internal analysis related to the Hotel; (iv) any privileged or proprietary information regarding Seller and/or its Affiliates or the Hotel; (v) material relating to Seller’s and/or its Affiliates marketing efforts for the sale of the Hotel; (vi) projections and other internal memoranda or materials; (vii) appraisals, budgets, Seller’s and/or its Affiliates strategic plans for the Hotel and internal analyses; (viii) any other information or documents which do not directly pertain to the Hotel (the “Excluded Documents”), including without limitation, (a) entity level communications, entity level agreements, identities of partners, shareholders or members, and all other partnership, corporate or company matters of Seller or its Affiliates, (b) financing or loan documents, (c) any financial information regarding the Seller and/or its Affiliates other than financial information regarding the Hotel; (d) any federal or state income tax matters related to the Seller and/or its Affiliates, including without limitation, tax returns, audits, or correspondence; provided, however, the foregoing exclusion shall not include property or sales tax matters...
Review and Approval of Documents and Materials. Within seven (7) business days of the Opening of Escrow, Seller shall deliver to Buyer any and all documents, reports, surveys, environmental assessments, engineering reports for the Property and other materials in Seller’s possession or under its control or that of its agents, respecting the Property, including any hazardous substance conditions report concerning the Property, any natural hazard zone disclosure report, (collectively, “Materials”). During the Due Diligence Period, Buyer may review and evaluate the Materials to determine whether the Property is appropriate for Xxxxx’s proposed use, in its sole discretion. Buyer is advised that there are no leases affecting the Property and there are no third parties in possession of the Property.
Review and Approval of Documents and Materials. Within ten (10) days of the Effective Date, Seller will deliver to Buyer the following:
i. Copies of any lease agreements affecting the Property, together with any exhibits or amendments to the lease agreements;
ii. Copies of documentation in Seller’s possession relating to the CAM charges under the lease agreement with Yellowstone County. Documents shall include contracts, insurance policies, budgets, prorations, budgets, financial statements, statements, expenses, etc.;
iii. Copies of any Phase I, Phase II or other environmental reports, engineering reports, or surveys completed for the Property, if any;
iv. A list documenting the operating expenses incurred by Seller associated with the Property for the previous two (2) years along with any reimbursements made by tenant(s);
v. Existing blueprints, site plans (which shall, among other things, show all infrastructure and easements pertaining to the Property), engineering data, grading plans, topographical maps, surveys, field notes and maintenance records, and service or maintenance contracts relating to the use, ownership or development of the Property (including identification of all utility infrastructure) that are in Seller’s possession or control, if any;
vi. Copies of any documentation establishing that the artwork within the Property has been offered to the United States Government through the Administrator of General Services Administration, in accordance with the covenants and restrictions contained in the Quitclaim Deed dated July 31, 2013, and recorded August 2, 2013 under Document No. 3678005;
vii. Copies of any warranty agreements relating to the construction or remodel of the Property, if any;
viii. Any and all other documents in Seller’s possession relating to the property including, but not limited to, Certificates of Occupancy, Easement Agreements, any notices of encroachment or eminent domain, Property Condition Reports, tenant sales reports for the most recent three years, tenant financials (if reported to Seller), zoning letter, and tax statements, as applicable; and
ix. Copies of all existing contracts related to the Property, including but not limited to elevator contracts, service contracts, janitorial contracts, maintenance contracts, security systems, fire suppression systems, etc.
Review and Approval of Documents and Materials to the extent that Seller has not provided the same to Buyer prior to Effective Date, then not later than five (5) days following the Opening of Escrow, Seller agrees to make available to Buyer for Buyer's review the documents and materials relating to the Property set forth below ("Documents and Materials"), provided such Documents and Materials are in Seller's possession and control or are reasonably available to Seller. The failure of Buyer to disapprove any of the Documents and Materials on or before the expiration of the Contingency Period shall be deemed to constitute Buyer's approval thereof:
Review and Approval of Documents and Materials. On or before the expiration of the Contingency Period, Buyer shall have approved any documents and materials delivered by Seller to Buyer pursuant to this Section 6.1. Unless otherwise noted below with respect to any specific item, and to the extent not already delivered or made available to Buyer, Seller shall within five (5) days after the Effective Date of this Agreement, deliver to Buyer, for Buyer’s review and approval, the following documents and materials respecting the Property, which are in Seller’s possession, custody, or control (collectively, the “Seller’s Documents”):
6.1.1 Real and personal property tax statements for the most recent tax year.
6.1.2 All environmental reports, studies and assessments concerning the Property.
6.1.3 All soils, geotechnical, drainage, seismological and engineering reports, studies and assessments concerning the Property.
6.1.4 Any CC&Rs, management agreements or other agreements relating to all or any portion of the Property.
6.1.5 All tenant leases and other occupancy or use agreements and any amendments thereto concerning the Property (the “Leases”) along with any tenant financial statements, and a current rent roll and aged receivables report for the Property.
6.1.6 Operating statements, copies of sales reports and CAM reports and reconciliations for the Property for the current year to date, and the previous four (4) calendar years.
6.1.7 All certificates of occupancy for the Property.
6.1.8 All service contracts and construction and equipment warranties.
6.1.9 All documents related to the Assumed Loan (the “Loan Documents”).
6.1.10 Los Angeles DWP Utility Bills dated 04/12/2010.
Review and Approval of Documents and Materials. Within 5 business days after the Effective Date, Seller shall deliver to Purchaser or otherwise make available for Purchaser's inspection, the documents and materials respecting the Property in Seller's possession (other than proprietary or privileged information), which includes a list or description of any personal property to be conveyed (the "Property Documents").
Review and Approval of Documents and Materials. Seller shall have delivered or caused to be delivered to Buyer on or before the opening of Escrow the documents and materials respecting the Property set forth below which are in Seller's possession or control or are reasonably available to Seller ("DOCUMENTS AND MATERIALS"). From the Opening of Escrow until and up through the Closing ("CONTINGENCY PERIOD"), Buyer shall have the right to review and approve or disapprove, in its sole and absolute discretion, any or all of the Documents and Materials.
Review and Approval of Documents and Materials. Seller has previously provided to Purchaser on a secured diligence website certain documentation regarding the condition and operation of the Property, including, without limitation, the Survey (as hereinafter defined). All documents or information provided to Purchaser on such secured diligence website regarding the condition and operation of the Property, including, without limitation, the documents provided pursuant to this Section 6.1, are collectively be referred to herein as the “Property Documents”.
