Common use of Review and Approval of Documents and Materials Clause in Contracts

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 or within five (5) business days thereafter, all documents and materials respecting the Property which are in Seller’s files including a current inventory of FF&E, which will be updated and included at the Close of Escrow with the Xxxx of Sale, and an a then current report of Advance Bookings, which will also be updated and included at the Close of Escrow (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, except as required by Section 16.7 hereinbelow, Seller shall not be required to disclose any information reflecting (collectively the “Excluded Material”) (i) subject to Section 16.7 below, 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) Seller’s and/or its Affiliates strategic plans for the Hotel, projections and other internal memoranda or materials, internal analyses, budgets and appraisals; (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) subject to Section 16.7 below, 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 related to the Hotel; (e) any litigation matters other than those which relate to the Hotel; and (f) attorney and accountant work product. Ocean Park Hotels-MMM, LLC Courtyard by Marriott Santa Clarita

Review and Approval of Documents and Materials. In order On December 10, 11 and 12, 2002 ("Review Date") Seller made available to facilitate Buyer’s Due Diligence, Seller has provided or will provide to Buyer upon the opening of escrow or within five (5) business days thereafterfor inspection by Buyer, all documents and materials respecting in the possession of Seller or its agents or reasonably available to Seller or its agents regarding the Property (the "Documents and Materials"). Buyer has copied, or will copy, any and all of the Documents and Materials which Buyer desires and, on or before the expiration of the Contingency Period, Buyer shall have approved the Documents and Materials. At Buyer's request, Seller shall make the Documents and Materials available for additional review and inspection by Buyer at any time after the date of this Agreement. Upon the Close of Escrow, Seller shall deliver the Documents and Materials to Buyer. The Documents and Materials include, but are not limited to: (i) Any and all licenses, permits and agreements affecting or relating to the ownership, subdivision, possession or development of the Land in the possession or control or Seller, its agents or representatives. (ii) Copies of all applications, correspondence, notices, and other written communications (collectively, "Governmental Notices") to or from any governmental entity, department or agency regarding the Property, any portion thereof, or any permit, approval, consent or authorization with respect to the development of the Property which are in the possession or control of Seller’s files , its agents or representatives, if any. Seller shall deliver to Buyer any Governmental Notice received after the Review Date. (iii) Copies of the most recent survey(s), if any, pertaining to the Property or any portion thereof which are in the possession or control of Seller, its agents or representatives, including a current inventory survey acceptable to the Title Company for the issuance of FF&E, the Title Policy (which will shall be obtained by Seller or updated from a prior survey at Seller's sole cost and included at the Close of Escrow with the Xxxx of Sale, and an a then current report of Advance Bookings, which will also be updated and included at the Close of Escrow (the “Documents and Materials”expense). Seller does not make (iv) Any and all tentative, parcel and/or final maps, development plans, site plans, building permits, certificates of occupancy, specifications or any representation other governmentally approved or warranty, express or implied, as processed documents relating to the accuracy subdivision 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 development of the Property shall be governed by this Agreement irrespective which are in the possession or control of Seller, its agents or representatives. (v) Any and all reports, projections, studies or other documents or written information pertaining to the Property which are in the possession or control of Seller, its agents or representatives. (vi) Any and all property tax statements pertaining to the Property which are in the possession or control of Seller, its agents or representatives. (vii) Any and all soils reports, engineering data and other data or studies pertaining to the Property or any portion thereof which are in the possession or control or Seller, its agents or representatives. (viii) Copies of the contents Existing Leases. (ix) Any study or report (the "Environmental Report") with respect to the presence and/or possible presence in, on, or about the Property of any such Documents and Hazardous Materials. Notwithstanding As used herein, (A) "Hazardous Materials" means any chemical, substance, material, controlled substance, object, condition, waste, living organism or combination thereof which is or may be hazardous to human health or safety or to the foregoingenvironment due to its radioactivity, except as required by Section 16.7 hereinbelowignitability, Seller shall not be required to disclose any information reflecting (collectively the “Excluded Material”) (i) subject to Section 16.7 belowcorrosivity, any corporatereactivity, limited liability company explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, reproductive toxicity, infectiousness or partnership matters of Seller other harmful or its affiliates potentially harmful properties or effects, including, without limitation, Manager petroleum and petroleum products, asbestos, radon, polychlorinated biphenyls (collectively “Affiliates”PCBs), 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) Seller’s and/or its Affiliates strategic plans for the Hotel, projections and other internal memoranda or materials, internal analyses, budgets and appraisals; (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 partnershipof those chemicals, corporate substances, materials, controlled substances, objects, conditions, wastes, living organisms or company matters combinations thereof which are now or become in the future listed, defined or regulated in any manner by any Environmental Law based upon, directly or indirectly, such properties or effects; and (B) "Environmental Law" means any and all federal, state or local environmental, health and/or safety-related laws, regulations, standards, decisions of Seller the courts, ordinances, rules, codes, orders, decrees, directives, guidelines, permits or its Affiliatespermit conditions, (b) financing currently existing and as amended, enacted, issued or loan documents, (c) subject to Section 16.7 below, any financial information regarding adopted in the Seller and/or its Affiliates other than financial information regarding the Hotel; (d) any federal future which are or state income tax matters related become applicable to the Property. Seller and/or its Affiliatesshall cooperate with Buyer in causing any such Environmental Report to be certified in favor of Buyer. (x) Any improvement plans and any other plans and specifications relating to Improvements, including without limitationany and all building department changes, tax returnsand any landscape, audits, or correspondence; provided, however, the foregoing exclusion shall not include property or sales tax matters related lighting and signage plans. (xi) Any and all contracts relating to the Hotel; construction and installation of the Improvements, together with a copy of all warranties and guarantees applicable thereto. (exii) any litigation matters Any and all subdivision maps and development and/or other than those agreements with the County of Placer and/or other governmental entities with jurisdiction, which agreements relate to the Hotel; and development and/or improvement of the Property. (fxiii) attorney and accountant work productA copy of the Loan Documents. Ocean Park Hotels-MMM, LLC Courtyard by Marriott Santa Clarita8.1.3

Review and Approval of Documents and Materials. In order to facilitate Buyer’s Due DiligenceExcept as provided below in this Section 4.1.2, Seller has provided or will provide to Buyer upon the opening of escrow or within five (5) business days thereafterof the date of this Agreement, all Seller shall deliver or otherwise make available to Buyer in an electronic data room the documents and other materials respecting the Property which set forth in this Section 4.1.2 to the extent such documents and other materials are in Seller’s files including a current inventory the possession of FF&E, which will be updated and included at or under the Close control of Escrow with the Xxxx of Sale, and an a then current report of Advance Bookings, which will also be updated and included at the Close of Escrow Seller or Property Manager (the “Documents and Due Diligence 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, except as required by Section 16.7 hereinbelow, Seller shall not be required to disclose any information reflecting (collectively the “Excluded Material”) (i) subject to Section 16.7 below, 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) Seller’s and/or its Affiliates strategic plans for the Hotel, projections and other internal memoranda or materials, internal analyses, budgets and appraisals; (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) subject to Section 16.7 below, 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, notwithstanding the foregoing exclusion shall not include property or sales tax matters related any other provision of this Agreement to the Hotel; contrary, in no event shall Seller be obligated to provide, or to provide access to, any Confidential Materials. To the extent it is not practical for Due Diligence Materials to be delivered to Buyer or made available to Buyer through an electronic data room (esuch as the provision of tenant files, construction documents and other similar items maintained at the Developments), during the Contingency Period, Buyer or Buyer’s Representatives (at Buyer’s sole cost and expense) may review all such Due Diligence Materials at the Property Manager’s offices at the applicable Development during normal business hours and upon reasonable notice to Seller. Due Diligence Materials made available at the Property Manager’s office may be copied or duplicated by Buyer or Buyer’s Representatives. Upon request, Seller shall make photocopies of any litigation matters of the Due Diligence Materials made available to Buyer or Buyer’s Representative at the Property Manager’s office, at Buyer’s expense. Without limiting the foregoing, in connection with the audit work of Buyer’s auditor, KPMG, Seller shall make the following available to KPMG at Property Manager’s corporate offices during normal business hours and upon reasonable notice to Seller: (i) the Due Diligence Materials, all books and records, invoices, and other than those which relate documentation customarily required to complete an audit of financial statements, but only to the Hotel; extent such documents and other materials are in the possession of or under the control of Seller or Property Manager and expressly excluding Confidential Materials, and (fii) attorney Seller’s and accountant work product. Ocean Park Hotels-MMM, LLC Courtyard by Marriott Santa ClaritaProperty Manager’s management and accounting personnel.

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 or within five (5) business days thereafterescrow, all documents and materials respecting the Property which are in Seller’s files including a current inventory of FF&E, which will be updated and included at the Close of Escrow with the Xxxx of Sale, and an a then current report of Advance Bookings, which will also be updated and included at the Close of Escrow (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, except as required by Section 16.7 hereinbelow, Seller shall not be required to disclose any information reflecting (collectively the “Excluded Material”) (i) subject to Section 16.7 below, 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, projections Hotel and other internal memoranda or materials, internal analyses, budgets and appraisals; (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) subject to Section 16.7 below, 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 related to the Hotel; (e) any litigation matters other than those which relate to the Hotel; and (f) attorney and accountant work product. Ocean Park Hotels-MMMBuyer shall not contact any governmental official or representative regarding the Property, LLC Courtyard by Marriott Santa Claritaexcept to obtain copies of any existing violations or to obtain zoning confirmation and compliance, without Seller’s prior consent, which consent shall not be unreasonably withheld. As part of Seller’s consent to such governmental contact, Seller will be entitled to receive at least two (2) days prior notice of the intended contact and to have representatives present when Buyer has any such contact.