Review of Property. 3 Section 3.1 Physical and Documentary Inspection.........................3 Section 3.2
Review of Property. Section 3.1(a) Right of Inspection...................................... 13 Section 3.2(a) Property Reports......................................... 16 Section 3.3 Pending Administrative and Legal Proceedings............. 17 Section 3.4
Review of Property. Section 3.1
Review of Property. 3.1 On or prior to the Effective Date, Seller shall make available to Purchaser complete copies of any of the items that are listed on Exhibit F attached to this Agreement and in the possession or reasonable control of Seller (collectively, the “Due Diligence Materials”). Seller shall make available the foregoing items (a) at all times on the website of Broker (as hereinafter defined) (the “Due Diligence Website”) or (b) during normal business hours at the office of the Property and/or at the office of Seller located at 0000 Xxxxx Xxx Xxxx, 0xx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000. Purchaser shall give Seller written notice of one (1) business day prior to visiting the office of Seller to review any or all of such items. Except as expressly set forth herein or in the documents delivered by Seller at Closing (the “Closing Documents”), Seller expressly disclaims any and all liability for representations or warranties, express or implied, in any of the Proprietary Information (as hereinafter defined). Subject to the representations, warranties and covenants of Seller expressly set forth herein or in the Closing Documents, Purchaser acknowledges and agrees that all Proprietary Information made available to Purchaser is being made available as a convenience and accommodation only and Purchaser expressly disclaims any intent to rely on any such materials and agrees that it shall rely solely on its own independently developed or verified information. Purchaser agrees that all non-public documents and information regarding the Property of whatsoever nature made available to Purchaser or Purchaser’s Consultants (as hereinafter defined) by Seller and/or any of Seller’s Parties (as hereinafter defined), expressly including, but not limited to, the Due Diligence Materials, and all written reports and summaries of the Investigations (as hereinafter defined) performed on or at the Property, to the extent of any non-public information contained in such reports and/or summaries (collectively, the “Proprietary Information”), are proprietary and confidential. Purchaser further agrees that all such Proprietary Information will be used solely for the purpose of evaluating the possible acquisition of the Property by Purchaser and will not be used or duplicated by Purchaser or Purchaser’s Consultants for any other purpose. Purchaser shall keep all Proprietary Information strictly confidential; provided, however, that such Proprietary Information may be disclosed (i) to the exte...
Review of Property. Purchaser acknowledges that Seller has delivered to Purchaser the documents referred to in the correspondences attached hereto as Exhibit D. Seller has made available to Purchaser its files relating to the Property and provided Purchaser and its agents or consultants with access to the Property to inspect the Property to determine its present condition. Purchaser has determined, in its sole discretion, that all matters relating to the Property, including, without limitation, the physical, economic and environmental condition of the Property, are acceptable. Prior to and for the three (3) year period following Closing, Purchaser shall have the right to have its auditors and/or accountants conduct an audit of Seller's books and records relating solely to the Property and the Property's operations for the period of time prior to Closing. Seller will cooperate with Purchaser and its accountants/auditors and will make a representation to its accountants/auditors on form prepared by Seller based solely upon Seller's best knowledge and belief, without independent investigation, that the income and expense information contained in Seller's Property books and records are materially complete, true and correct and fairly represent the operations of the Property for the period represented. Purchaser hereby agrees to forever indemnify, defend and hold harmless Seller from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney's fees and court costs) to which Seller is at anytime subjected by any party as a result of Seller's compliance with the terms and conditions of this Section 3, except as a result of Seller's breach of the above representation. Purchaser further agrees that no information, books or records provided pursuant to this Section 3 shall be the basis of any claim by Purchaser against Seller with respect to the sale of the Property to Purchaser or any representation or warranty given by Seller with respect to the Property. This covenant will survive the Closing.
Review of Property. 3.1 Within three (3) business days after the Effective Date, Seller shall deliver to Buyer all of the following in Seller’s possession or control relating to the Property: (i) monthly operating statements for the Property for the year to date and for the most recently completed prior year and annual operating statements for two (2) years prior to the current year (such statements shall include, in addition to current income and expense items, itemization of all capital expenditures made during the respective periods, tenant payment records and delinquent accounts); (ii) the current year’s operating and capital budget with a comparison to actuals; (iii) a current rent roll (the “Rent Roll”) used by Seller in the management and operation of the Property and listing every tenant of the Property; (iv) a schedule of any employees employed by Seller in the operation of the Property, setting forth the names, salaries or other compensation, and other pertinent information concerning such employees, including the terms of all contracts and collective bargaining agreements with them; (v) a list showing all litigation instituted by or pending against Seller or the Property; (vi) any ground lease, notes, deeds of trust, security deeds or other mortgage documents to which Buyer will be taking subject; (vii) any notice of any statute or code or insurance violation pertaining to the Property received by Seller or Seller’s property manager in the previous five (5) years and any documents pertaining to the resolution thereof; (viii) building permits and certificates of occupancy and (ix) evidence of zoning of the Property (including zoning reports obtained by Seller).
3.2 Within three (3) business days after the Effective Date, Seller shall deliver to Buyer copies of all documents in Seller’s possession or control relating to the Property, including, but not limited to: (i) surveys; (ii) real and personal property tax bills for the previous three (3) years; (iii) mechanical, electrical and structural plans and specifications, including as-builts; (iv) the Leases (including any guaranties thereof), (v) tenant files, including correspondence, which shall be made available to Buyer at Seller’s offices, (vi) insurance certificates of Seller; (vii) warranties; (viii) Service Contracts; (ix) management, leasing and commission agreements; (x) reports of an engineer’s inspection of the structural aspects and mechanical systems of the Improvements; (xi) soils and geotechnical repor...
Review of Property. Section 4.1. Deliveries; Property Information 17 Section 4.2. Right of Inspection 18 Section 4.3. Environmental Reports 19 Section 4.4. Tenant Estoppels 20 Section 4.5. Lease Guarantor Estoppels 20 Section 4.6. SNDAs 21 Section 4.7. Consent Under and Termination of Warburg Declaration 21 Section 4.6. Frisco Bridges Estoppel Certificate 22 Section 4.7. Xxxx Xxxxxxx Estoppel Certificate 22 Section 4.8. Cooperation with Purchaser’s Auditors 23 Section 4.9. Operating Agreements 23
Review of Property. Subject to the provisions of that certain Confidentiality Agreement dated October 6, 1998, by and between Xxxxx & Xxxxx, on behalf of Seller, and Purchaser, as modified by that certain Modification Agreement dated February 16, 1999 (collectively, the "Confidentiality Agreement") Purchaser acknowledges that it has, prior to the date of this Agreement, had an opportunity to inspect the Property, review the Leases, the Service Contracts, all "Disclosures" (as hereinafter defined) provided by Seller and make such other inquiries and investigations and obtain such reports and analyses it deemed adequate in connection with its decision to purchase the Property, and, as a result thereof, Purchaser agrees that, except as specifically set forth in Section 9 below, it shall purchase the Property in its "AS IS, WHERE IS" condition, subject to ordinary wear and tear and as more particularly provided in Section 11.7 below. Purchaser has obtained the approval of any necessary investment committee or similar internal approval for the consummation of the transaction contemplated herein. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities (including, without limitation, attorneys' fees incurred in connection therewith) arising out of or resulting from Purchaser's exercise of its rights under this Agreement and the Confidentiality Agreement, including, without limitation, its right of inspection as was provided for in the Confidentiality Agreement, and such indemnity shall survive the Closing and any termination of this Agreement.
Review of Property. 3.1 Prior to the Effective Date, Seller provided Purchaser, and its members, officers, employees, agents, representatives, attorneys and consultants, access to the Property, for the purpose of making such inspections, tests, copies and verifications as any of them deemed necessary in their sole and absolute discretion, as to a written environmental assessment of the Property (the “Environmental Assessment”) prepared by a reputable independent environmental consultant, which Purchaser ordered from IVI International, Inc. (“IVI”) on March 1, 2005.
3.2 Subsequent thereto, Purchaser received from IVI the Environmental Assessment dated March 24, 2005. Promptly upon receipt by Purchaser of the Environmental Assessment, Purchaser delivered a copy thereof to Seller. The Environmental Assessment states that certain components of the Improvements consist of asbestos-containing materials (“ACMs”), although, at this time, the Environmental Assessment merely recommends the maintenance of the ACMs in good condition under an asbestos operation and maintenance program. On the other hand, the Environmental Assessment also recommends that, if, in the future, any of the ACMs should be disturbed or removed in connection with any maintenance, demolition or renovation of the Improvements, the Environmental Assessment recommends that such ACMs be characterized for asbestos by a material specific reliable method for detecting the same. As a result, also promptly upon Purchaser’s receipt of the Environmental Assessment, Purchaser ordered from IVI an additional environmental assessment of the Property dated March 24, 2005 (the “Supplemental Assessment”) to determine the cost of the remediation, removal and/or abatement, as applicable, of the ACMs in connection with any future demolition or renovation activities that might be conducted by Purchaser with respect to the Property. Promptly upon receipt by Purchaser of the Supplemental Assessment, Purchaser delivered a copy thereof to Seller. As a result, Seller hereby agrees that, at the Closing, Seller shall give to Purchaser a credit (the “ACM Remediation Credit”) towards the Purchase Price in the amount of Twenty Thousand and No/100 Dollars ($20,000.00), and, in consideration of the ACM Remediation Credit, Purchaser hereby waives and releases any and all claims, demands and/or rights Purchaser otherwise might have had against Seller and/or Seller’s Parties (as hereinafter defined) arising solely due to the remediation, removal and/o...
Review of Property. Seller shall provide Buyer free access to the Property and to all of its records for examination of title to the Property and for inspection of contracts and any other documents pertinent to the ownership and operation of the Property. In addition, Seller shall allow Buyer to conduct a physical and environmental examination of the Property at Buyer's cost, risk and expense.
