Review of Property and Property Documents Sample Clauses

Review of Property and Property Documents. Until Closing, and subject to the terms of Paragraph 4.2, Seller shall provide Buyer and Buyer’s Representatives with access to the Property and the Property Documents, wherever located, upon reasonable prior notice at reasonable times during business hours, with the right and license to conduct Due Diligence with respect to the Property. Subject to Paragraphs 7.3 and 7.4, Buyer covenants and agrees that it will inspect the Hotels at its sole cost and expense and will not allow any liens to attach against the Hotels as a result of its Due Diligence. If Buyer or Seller Terminates this Agreement, then upon written request from Seller, Buyer shall endeavor to deliver promptly to Seller (at no cost to Buyer) copies of all Buyer’s Diligence Reports in its possession (except for such materials which Buyer deems confidential or proprietary), but with no liability for the accuracy thereof and no representation that Seller or any other party may rely thereon. Seller represents that it has not altered or intentionally withheld any part of the Property Documents delivered to Buyer.
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Review of Property and Property Documents. Until Closing, and subject to the terms of Section 4.2, Partnership shall provide Strategic and its Representatives with access to the Property and the Property Documents, wherever located, upon reasonable prior notice at reasonable times during business hours, with the right and license to conduct Due Diligence with respect to the Property. Strategic covenants and agrees that it will inspect the Hotel at its sole cost and expense and will not allow any Liens to attach against the Hotel as a result of its Due Diligence. On written request from Partnership, Strategic shall deliver promptly to Partnership copies of all its Diligence Reports, but with no liability for the accuracy thereof and no representation that Partnership or any other party may rely thereon. Strategic acknowledges that the Property Documents may not be complete in all respects and that Partnership may not have complete information concerning the Hotel and Strategic acknowledges that such information should not be relied upon and should be verified to Strategic’s satisfaction during Due Diligence.
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Review of Property and Property Documents. Until Closing or the sooner termination of this Agreement, and subject to the terms of Paragraph 4.2, Existing Members shall provide Investor and Investor’s Representatives with access to the Property and the Property Documents, wherever located, upon reasonable prior notice at reasonable times during business hours, with the right and license to conduct Due Diligence with respect to the Property. Investor covenants and agrees that it will inspect the Property and the Property Documents at its sole cost and expense and will not permit any mechanics’, materialmen’s or other Liens to be filed against the Hotel or Land by any Person or entity as a result of Investor’s or Investor’s Representatives’ activities. If any such Lien is filed against the Hotel or Land as a result of the activities of Investor, any Investor’s Representative, or any party having a claim against or through Investor or the Investor’s Representatives, Investor shall cause the same to be discharged of record within ten (10) Business Days after receipt of written demand from Existing Member either by payment of the claim or by posting and recording the bond required by applicable law. On written request from Existing Members or Company, Investor shall deliver promptly to Existing Members or Company, as applicable, copies of all Investor’s Diligence Reports with respect to the Property (other than any Confidential Materials of the Investor or its affiliates, or any attorney work product or attorney-client privileged documents), but with no liability for the accuracy thereof and no representation that Existing Members, Company or any other party may rely thereon; provided, however, with respect to any third party Investor’s Diligence Reports which require the preparer’s consent to disclose the same to Existing Members, Investor shall use commercially reasonable efforts to obtain such consent but a failure to do so (and to deliver the applicable Investor’s Diligence Reports as a result of the same) shall not constitute a default by Investor under this Agreement. Investor acknowledges that the Property Documents may not be complete and that Existing Members, Company, the other Existing Members Parties and their respective Representatives may not have complete information concerning the Hotel, and Investor acknowledges that other than Existing Members’ Warranties, such information should not and shall not be relied upon and should be independently verified to Investor’s satisfaction during Due ...
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Review of Property and Property Documents. Until Closing, and subject to the terms of Section 4.2, Seller shall provide Buyer and Buyer’s Representatives with access to the Property upon reasonable prior notice at reasonable times during business hours, and to the Property Documents, with the right and license to conduct Due Diligence with respect to the Property. If Buyer terminates the Agreement in accordance with Section 4.5 and Seller delivers a written notice to Buyer requesting copies of Buyer’s Diligence Reports, then Buyer shall deliver to Seller copies of the final or most recent versions of all of Buyer’s Diligence Reports (excluding any attorney-client privileged communications or internally generated work product) within ten (10) days of receipt by Buyer of Seller’s notice as aforesaid, but with no liability for the accuracy thereof and without any representations or warranties whatsoever.
Sample 1
Review of Property and Property Documents. Until Closing, and subject to the terms of Section 4.2, Seller shall provide Buyer and Buyer’s Representatives with access to the Property and the Property Documents, wherever located, upon reasonable prior notice at reasonable times during business hours, with the right and license to conduct Due Diligence with respect to the Property. Seller shall provide access to the Property Documents via an electronic data room. Buyer shall deliver to Seller copies of all of Buyer’s Diligence Reports (excluding any attorney-client privileged communications or internally generated work product) within ten (10) days of receipt by Buyer, but with no liability for the accuracy thereof and no representation that Seller or any other party may rely thereon.
Sample 1
Review of Property and Property Documents. Until Closing, and subject to the terms of Paragraph 4.2, Seller shall provide, and shall cause the Company to provide, Buyer and Buyer’s Representatives with access to the Property and the Property Documents, wherever located, upon reasonable prior notice at reasonable times during business hours, with the right and license to conduct Due Diligence with respect to the Property. Subject to Paragraphs 7.1 and 7.2, Buyer covenants and agrees that it will inspect the Hotel at its sole cost and expense and will not allow any liens to attach against the Hotel as a result of its Due
Sample 1
Review of Property and Property Documents. Until Closing, and subject to the terms of Section 4.2, Seller shall provide Buyer and Buyer’s Representatives with access to the Property and the Property Documents, wherever located, upon reasonable prior notice at reasonable times during business hours, with the right and license to conduct Due Diligence with respect to the Property. Buyer covenants and agrees that it will inspect the Property at its sole cost and expense and will not allow any liens to attach against the Land as a result of its Due Diligence.
Sample 1
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Review of Property and Property Documents. Until Closing, and subject to the terms of Paragraph 4.2, Seller shall provide Buyer and Buyer’s Representatives with access to the Property and the Property Documents, wherever located, upon reasonable prior notice at reasonable times during business hours, with the right and license to conduct Due Diligence with respect to the Property. Buyer covenants and agrees that it will inspect the Hotel at its sole cost and expense and will not allow any liens to attach against the Hotel as a result of its Due Diligence. In the event of termination of this Agreement, upon written request from Seller, Buyer shall deliver promptly to Seller copies of all Buyer’s Diligence Reports, but with no liability for the accuracy thereof and no representation that Seller or any other party may rely thereon; provided, however that Seller shall pay any copying and delivery fees, costs or expenses actually incurred in connection with the copying and delivery of such Buyer Diligence Reports. Except as otherwise expressly set forth in this Agreement, Buyer acknowledges that the Property Documents may not be complete in all respects and that Seller may not have complete information concerning the Hotel and Buyer acknowledges that such incomplete information should not be relied upon and should be verified to Buyer’s satisfaction during Due Diligence.
Sample 1
Review of Property and Property Documents. Until Closing, and subject to the terms of Paragraph 4.2, Seller shall provide Buyer and Buyer’s Representatives with access to the Property and the Property Documents, wherever located, upon reasonable prior notice at reasonable times during business hours, with the right and license to conduct Due Purchase Agreement Property: IC Buckhead, Atlanta GA Diligence with respect to the Property. Buyer covenants and agrees that it will inspect the Hotels at its sole cost and expense and will not allow any liens to attach against the Hotel as a result of its Due Diligence. On written request from Seller, Buyer shall deliver promptly to Seller copies of all Buyer’s Diligence Reports, but with no liability for the accuracy thereof and no representation that Seller or any other party may rely thereon. Buyer acknowledges that the Property Documents may not be complete in all respects and that Seller may not have complete information concerning the Hotel and Buyer acknowledges that such information should not be relied upon and should be verified to Buyer’s satisfaction during Due Diligence.
Sample 1

Related to Review of Property and Property Documents

  • Property Documents Lender shall have received the following documents with respect to the Property in form and substance acceptable to Lender:

  • Title to Property; Encumbrances (a) The Company does not own any real property or any Structures.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

  • Real Property and Leases (a) The Company and each of its subsidiaries has sufficient title to all of its real properties and assets to conduct its businesses as currently conducted or as contemplated to be conducted.

  • Tenant Leases All existing Tenant Leases are listed in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Roll.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

  • Real Property Matters The Company does not own any real property as of the date hereof and has not owned any real property during the three years preceding the date hereof.

  • Ground Leases For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

  • Title to Property; Leases The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

  • Property Inspections The Servicer shall conduct property inspections in accordance with the milestones of the repair and rehabilitation plan for such Mortgaged Property and prepare Property Inspection Reports on any Mortgaged Property involving property damage over $15,000. The Servicer shall furnish a copy of the repair and rehabilitation plan for such Mortgaged Property to the Master Servicer upon request.

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